AIR INDUSTRIES GROUP 10-Q

Item 1. Financial statements Condensed Consolidated Financial Statements: Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 2 Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited) 3 Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2021 and 2020 (unaudited) 4 Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited) 5 Notes to Condensed Consolidated Financial Statements 7 1 AIR INDUSTRIES GROUP Condensed Consolidated Balance Sheets June 30, December 31, 2021 2020 (Unaudited) ASSETS Current Assets Cash and Cash Equivalents $ 515,000 $ 2,505,000 Accounts Receivable, Net of Allowance for Doubtful Accounts of $ 698,000 and $ 964,000 12,210,000 8,798,000 Inventory 30,209,000 32,120,000 Prepaid Expenses and Other Current Assets 218,000 173,000 Prepaid Taxes 19,000 15,000 Total Current Assets 43,171,000 43,611,000 Property and Equipment, Net 8,795,000 9,581,000 Operating Lease Right-Of-Use-Asset 3,270,000 3,510,000 Deferred Financing Costs, Net, Deposits and Other Assets 851,000 912,000 Goodwill 163,000 163,000 TOTAL ASSETS $ 56,250,000 $ 57,777,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Notes Payable and Finance Lease Obligations - Current Portion $ 16,266,000 $ 16,475,000 Accounts Payable and Accrued Expenses 7,388,000 8,682,000 Operating Lease Liabilities - Current Portion 643,000 701,000 Deferred Gain on Sale - Current Portion 38,000 38,000 Deferred Revenue 1,590,000 917,000 Liability Related to the Sale of Future Proceeds from Disposition of Subsidiary - Current Portion 185,000 200,000 Deferred payroll tax liability - CARES Act - Current Portion 314,000 314,000 Total Current Liabilities 26,424,000 27,327,000 Long Term Liabilities Notes Payable and Finance Lease Obligations - Net of Current Portion 3,830,000 4,786,000 Notes Payable - Related Party 6,412,000 6,012,000 Operating Lease Liabilities - Net of Current Portion 3,595,000 3,927,000 Deferred Gain on Sale - Net of Current Portion 162,000 181,000 Liability Related to the Sale of Future Proceeds from Disposition of Subsidiary - Net of Current Portion - 122,000 Deferred payroll tax liability - CARES Act - Net of Current Portion 313,000 313,000 TOTAL LIABILITIES 40,736,000 42,668,000 Commitments and Contingencies Stockholders’ Equity Preferred Stock, par value $ .001 - Authorized 3,000,000 shares, 0 shares outstanding, at both June 30, 2021 and December 31, 2020. - - Common Stock - Par Value $ .001 - Authorized 60,000,000 Shares, 32,037,547 and 31,906,971 Shares Issued and Outstanding as of June 30, 2021 and December 31, 2020, respectively 32,000 32,000 Additional Paid-In Capital 81,556,000 81,238,000 Accumulated Deficit ( 66,074,000 ) ( 66,161,000 ) TOTAL STOCKHOLDERS’ EQUITY 15,514,000 15,109,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 56,250,000 $ 57,777,000 See Notes to Condensed Consolidated Financial Statements 2 AIR INDUSTRIES GROUP Condensed Consolidated Statements of Operations (Unaudited) Three Months Ended Six Months Ended June 30, June 30, 2021 2020 2021 2020 Net Sales $ 15,453,000 $ 8,494,000 $ 29,165,000 $ 21,941,000 Cost of Sales 12,850,000 7,880,000 24,765,000 19,146,000 Gross Profit 2,603,000 614,000 4,400,000 2,795,000 Operating Expenses 2,163,000 1,906,000 3,933,000 4,168,000 Income (loss) from Operations 440,000 ( 1,292,000 ) 467,000 ( 1,373,000 ) Interest and Financing Costs ( 208,000 ) ( 303,000 ) ( 380,000 ) ( 555,000 ) Interest Expense - Related Parties ( 125,000 ) ( 125,000 ) ( 250,000 ) ( 253,000 ) Other Income, Net 132,000 136,000 250,000 241,000 Income (Loss) before Benefit From Income Taxes 239,000 ( 1,584,000 ) 87,000 ( 1,940,000 ) Benefit from Income Taxes - - - ( 1,414,000 ) Net Income (Loss) $ 239,000 $ ( 1,584,000 ) $ 87,000 $ ( 526,000 ) Net Income (Loss) per share - Basic $ 0.01 $ ( 0.05 ) $ 0.00 $ ( 0.02 ) Net Income (Loss) per share - Diluted $ 0.01 $ ( 0.05 ) $ 0.01 $ ( 0.02 ) Weighted Average Shares Outstanding - basic 32,021,522 30,552,147 31,996,859 30,476,289 Weighted Average Shares Outstanding - diluted 37,991,914 30,552,147 38,805,251 30,476,289 See Notes to Condensed Consolidated Financial Statements 3 AIR INDUSTRIES GROUP Condensed Consolidated Statements of Stockholders’ Equity For the Three and Six Months Ended June 30, 2021 and 2020 (Unaudited) Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Amount Capital Deficit Equity Balance, January 1, 2021 31,906,971 $ 32,000 $ 81,238,000 $ ( 66,161,000 ) $ 15,109,000 Common Stock issued for directors fees 41,960 - 52,000 - 52,000 Stock Compensation Expense - - 157,000 - 157,000 Stock Options exercised 51,224 - - - - Net Loss - - - ( 152,000 ) ( 152,000 ) Balance, March 31, 2021 32,000,155 $ 32,000 $ 81,447,000 $ ( 66,313,000 ) $ 15,166,000 Common Stock issued for directors fees 37,392 $ - $ 52,000 $ - $ 52,000 Stock Compensation Expense - - 57,000 - 57,000 Net Income - - - 239,000 239,000 Balance, June 30, 2021 32,037,547 $ 32,000 $ 81,556,000 $ ( 66,074,000 ) $ 15,514,000 Balance, January 1, 2020 29,478,338 $ 29,000 $ 77,434,000 $ ( 67,257,000 ) $ 10,206,000 Common Stock issued for directors fees 43,771 - 55,000 - 55,000 Costs related to issuance of stock - - ( 145,000 ) - ( 145,000 ) Issuance of Common Stock 419,597 1,000 983,000 - 984,000 Common Stock Issued for Convertible Notes 590,243 - 885,000 - 885,000 Stock Compensation Expense - - 140,000 - 140,000 Net Income - - - 1,058,000 1,058,000 Balance, March 31, 2020 30,531,949 $ 30,000 $ 79,352,000 $ ( 66,199,000 ) $ 13,183,000 Common Stock issued for directors fees 47,126 $ - $ 46,000 $ - $ 46,000 Stock Compensation Expense - - 74,000 - 74,000 Net Loss - - - ( 1,584,000 ) ( 1,584,000 ) Balance, June 30, 2020 30,579,075 $ 30,000 $ 79,472,000 $ ( 67,783,000 ) $ 11,719,000 See Notes to Condensed Consolidated Financial Statements 4 AIR INDUSTRIES GROUP Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, (Unaudited) 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net Income (Loss) $ 87,000 $ ( 526,000 ) Adjustments to reconcile net income (loss) to net cash used in operating activities Depreciation of property and equipment 1,417,000 1,344,000 Non-cash employee compensation expense 214,000 214,000 Non-cash directors compensation 104,000 101,000 Non-cash other income recognized ( 195,000 ) ( 211,000 ) Non-cash interest expense 58,000 64,000 Amortization of Right-of-Use Asset 240,000 261,000 Deferred gain on sale of real estate ( 19,000 ) ( 19,000 ) Loss on sale of equipment - 16,000 Amortization of debt discount on convertible notes payable - 158,000 Bad debt expense 23,000 322,000 Amortization of deferred financing costs 78,000 48,000 Changes in Assets and Liabilities (Increase) Decrease in Operating Assets: Accounts receivable ( 3,435,000 ) 1,380,000 Inventory 1,911,000 ( 5,213,000 ) Prepaid expenses and other current assets ( 49,000 ) 74,000 Deposits and other assets ( 4,000 ) ( 185,000 ) Increase (Decrease) in Operating Liabilities: Accounts payable and accrued expenses ( 894,000 ) 1,301,000 Operating lease liabilities ( 390,000 ) ( 349,000 ) Income taxes payable - ( 25,000 ) Deferred revenue 673,000 3,000 Other Liability - 199,000 NET CASH USED IN OPERATING ACTIVITIES ( 181,000 ) ( 1,043,000 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment ( 631,000 ) ( 309,000 ) NET CASH USED IN INVESTING ACTIVITIES ( 631,000 ) ( 309,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Note payable - revolver - net – Sterling National Bank ( 393,000 ) 429,000 Payments of note payable - term notes – Sterling National Bank ( 778,000 ) ( 284,000 ) SBA Loan Proceeds – Sterling National Bank - 2,414,000 Payments of finance lease obligations ( 3,000 ) ( 9,000 ) Proceeds from issuance of common stock - 984,000 Share issuance costs - ( 145,000 ) Payments of notes payable issuances- related party - ( 1,020,000 ) Payments of notes payable - third party - ( 100,000 ) Payments of loan payable - financed asset ( 4,000 ) ( 143,000 ) NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 1,178,000 ) 2,126,000 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 1,990,000 ) 774,000 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 2,505,000 1,294,000 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 515,000 $ 2,068,000 See Notes to Condensed Consolidated Financial Statements 5 AIR INDUSTRIES GROUP Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, (Continued) (Unaudited) 2021 2020 Supplemental cash flow information Cash paid during the period for interest $ 612,000 $ 238,000 Cash received for income taxes $ - $ 1,416,000 Supplemental disclosure of non-cash investing and financing activities Right of Use Asset additions under ASC 842 $ - $ 642,000 Operating Lease Liabilities under ASC 842 $ - $ 642,000 Common Stock issued for conversion of notes payable and accrued interest $ - $ 885,000 See Notes to Condensed Consolidated Financial Statements 6 AIR INDUSTRIES GROUP NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1. FORMATION AND BASIS OF PRESENTATION Organization Air Industries Group is a Nevada corporation (“AIRI”). As of and for the three and six months ended June 30, 2021 and 2020, the accompanying condensed consolidated financial statements presented are those of AIRI, and its wholly-owned subsidiaries; Air Industries Machining Corp. (“AIM”), Nassau Tool Works, Inc. (“NTW”), and the Sterling Engineering Corporation (“Sterling”), (together, the “Company”). Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission, from which the accompanying condensed consolidated balance sheet dated December 31, 2020 was derived. Reclassifications Reclassification occurred to certain 2020 amounts to conform to the 2021 classification. These reclassifications had no impact on the statement of operations. Liquidity At each reporting period, management evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company is required to make certain additional disclosures if management concludes that substantial doubt exists about the Company’s ability to continue as a going concern and such doubt is not alleviated by the Company’s plans or when the Company’s plans alleviate substantial doubt about its ability to continue as a going concern. The evaluation entails analyzing prospective operating budgets and forecasts for expectations regarding cash needs and comparing those needs to the current cash and cash equivalent balance and expectations regarding cash to be generated over the following year. Although the global outbreak of COVID-19 negatively impacted the Company’s revenues, earnings and operating cash flows in 2020, management believes the Company’s operations substantially returned to normal in fiscal 2021. With the first half of fiscal 2021 now completed and the Company beginning to see the benefits from its’ recent investments in new machinery and equipment, management believes the Company will continue to improve its liquidity. As such, based on the Company generating operating income of $ 239,000 and $ 87,000 for the three and six months ended June 30, 2021, respectively, its current best estimates of fiscal 2021 sales, confirmed and expected orders, the strength of existing backlog, overall market demand, expected timing of future cash receipts and expenditures and the Company’s ability to access additional liquidity, if needed, the Company believes it will have adequate cash to support operations through at least August 31, 2022. 7 Subsequent Events Management has evaluated subsequent events through the date of this filing. Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Inventory Valuation For annual periods, the Company values inventory at the lower of cost on a first-in-first-out basis or estimated net realizable value. The Company does not take physical inventories at interim quarterly reporting periods. For interim periods, substantially all of the inventory value has been estimated using a gross profit percentage based on annual gross profit percentages of the immediately preceding year as applied to the net sales of the current period. During the three and six months ended June 30, 2021, the Company increased its estimate of its gross profit percentage for its Complex Machining segment based on increased sales and the better absorption of Manufacturing Overhead, and accordingly has adjusted margins to reflect such change. Adjustments to reconcile the annual physical inventory to the Company’s books are recorded in the fourth quarter. Credit and Concentration Risks There were three customers that represented 76.2 % and two customers that represented 71.9 % of total net sales for the three months ended June 30, 2021 and 2020, respectively. This is set forth in the table below. Percentage of Sales Customer June 30, 2021 June 30, 2020 (Unaudited) (Unaudited) 1 41.3 % 33.3 % 2 20.8 % 38.6 % 3 14.1 % * * Customer was less than 10 % of total net sales for the three months ended June 30, 2020. There were three customers that represented 77.0 % and two customers that represented 69.3 % of total net sales for the six months ended June 30, 2021 and 2020, respectively. This is set forth in the table below. Percentage of Sales Customer June 30, 2021 June 30, 2020 (Unaudited) (Unaudited) 1 34.4 % 32.2 % 2 26.9 % 37.1 % 3 15.7 % * * Customer was less than 10 % of total net sales for the six months ended June 30, 2020. 8 There were three customers that represented 85.0 % of gross accounts receivable at June 30, 2021 and three customers that represented 80.3 % of gross accounts receivable at December 31, 2020, respectively. This is set forth in the table below. Percentage of Receivables Customer June 30, 2021 December 31, 2020 (Unaudited) 1 60.4 % 57.1 % 2 12.6 % * 3 12.0 % 12.0 % 4 ** 11.2 % * Customer was less than 10 % of Gross Accounts Receivable at December 31, 2020. ** Customer was less than 10 % of Gross Accounts Receivable at June 30, 2021. Cash and Cash Equivalents During the period, the Company had occasionally maintained balances in its bank accounts that were in excess of the FDIC limit. The Company has not experienced any losses on these accounts. Major Suppliers The Company has several key sole-source suppliers of various parts that are important for one or more of its products. These suppliers are its only source for such parts and, therefore, in the event any of them were to go out of business or be unable to provide parts for any reason, its business could be severely harmed. Leases The Company accounts for leases under ASC 842, “Leases.” All leases are required to be recorded on the balance sheet and are classified as either operating leases or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of- use asset is recorded in operating expenses and an implied interest component is recorded in interest expense. See Note 4. Earnings (Loss) per share Basic earnings (loss) per share (“EPS”) is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. For purposes of calculating diluted earnings per common share, the numerator includes net income plus interest on convertible notes payable assumed converted as of the first day of the period. The denominator includes both the weighted-average number of shares of common stock outstanding during the period and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock equivalents potentially include stock options and warrants using the treasury stock method and convertible notes payable using the if-converted method. 9 The following is the calculation of net income (loss) applicable to common stockholders utilized to calculate EPS: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Net income (Loss) per condensed consolidated statements of operations $ 239,000 $ ( 1,584,000 ) $ 87,000 $ ( 526,000 ) Add: Convertible Note Interest for Potential Note Conversion 77,000 - 155,000 Income (loss) used to calculate diluted earnings per share $ 316,000 $ ( 1,584,000 ) $ 242,000 $ ( 526,000 ) The following is a reconciliation of the denominators of basic and diluted earnings per share computations: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Weighted average shares outstanding used to compute basic earnings per share 32,021,522 30,552,147 31,996,859 30,476,289 Effect of dilutive stock options and warrants 1,912,500 - 2,750,500 - Effect of dilutive convertible notes payable 4,057,892 - 4,057,892 - Weighted average shares outstanding and dilutive securities used to compute dilutive earnings per share 37,991,914 30,552,147 38,805,251 30,476,289 The following securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: Three Months Ended Six Months Ended June 30, 2021 June 30, 2020 June 30, 2021 June 30, 2020 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Stock options 456,000 216,000 98,000 216,000 Warrants 1,903,000 1,423,000 1,423,000 1,423,000 2,359,000 1,639,000 1,521,000 1,639,000 The following securities have been excluded from the calculation even though the exercise price was less than the average market price of the common shares because the effect of including these potential shares was anti-dilutive due to the net loss incurred during that period: Three and Six Months Ended June 30, 2021 June 30, 2020 (Unaudited) (Unaudited) Stock options - 1,696,000 Warrants - 760,000 Convertible notes payable - 5,045,000 - 7,501,000 Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC 718, “Compensation – Stock Compensation.” Under the fair value recognition provision of the ASC, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates the fair value of stock options and warrants granted using the Black-Scholes-Merton option pricing model. Stock based compensation expense for employees amounted to $ 57,000 and $ 74,000 for the three months ended June 30, 2021 and 2020, respectively, and $ 214,000 for both the six months ended June 30, 2021 and 2020. Stock compensation expense for directors amounted to $ 52,000 and $ 46,000 for the three months ended June 30, 2021 and 2020, respectively and $ 104,000 and $ 101,000 for the six months ended June 30, 2021 and 2020, respectively. Stock compensation expense for employees and directors was included in operating expenses on the accompanying Condensed Consolidated Statements of Operations. 10 Goodwill Goodwill represents the excess of the acquisition cost of businesses over the fair value of the identifiable net assets acquired. The goodwill amount of $ 163,000 at both June 30, 2021 and December 31, 2020 relates to the acquisition of NTW. Goodwill is not amortized, but is tested at least annually for impairment, or if circumstances occur that more likely than not reduce the fair value of the reporting unit below its carrying amount. The Company has determined that there has been no impairment of goodwill at June 30, 2021 and December 31, 2020. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326) (“ASU 2016- 13”), which significantly changes how entities will account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. ASU 2016-13 replaces the existing incurred loss model with an expected credit loss model that requires entities to estimate an expected lifetime credit loss on most financial assets and certain other instruments. Under ASU 2016-13 credit impairment is recognized as an allowance for credit losses, rather than as a direct write-down of the amortized cost basis of a financial asset. The impairment allowance is a valuation account deducted from the amortized cost basis of financial assets to present the net amount expected to be collected on the financial asset. Once the new pronouncement is adopted by the Company, the allowance for credit losses must be adjusted for management’s current estimate at each reporting date. The new guidance provides no threshold for recognition of impairment allowance. Therefore, entities must also measure expected credit losses on assets that have a low risk of loss. For instance, trade receivables that are either current or not yet due may not require an allowance reserve under currently generally accepted accounting principles, but under the new standard, the Company will have to estimate an allowance for expected credit losses on trade receivables under ASU 2016-13. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2022 for smaller reporting companies. Early adoption is permitted. The Company will evaluate the impact of ASU 2016-13 on the Company’s consolidated financial statements in a future period closer to the date of adoption. In August 2020, the FASB issued ASU No. 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06), which is intended to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. For convertible instruments, ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock, and enhances information transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance on the basis of feedback from financial statement users. ASU 2020-06 is effective for fiscal years, and interim periods in those fiscal years, beginning after December 15, 2021. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods with those fiscal years. The Company is evaluating the effect of adopting this new accounting guidance on its financial statements. On January 1, 2021, the Company adopted ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. The adoption of ASU 2019-12 did not have a material impact on the Company’s condensed consolidated financial statements. On January 1, 2021, the Company adopted ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance for a limited time to ease the potential burden in accounting for reference rate reform. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope: which clarified the scope of ASU 2020-04. The new guidance provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate expected to be discontinued due to reference rate reform. These amendments may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. The adoption of these ASU’s did not have a material impact on the Company’s condensed consolidated financial statements. 11 In March 2021, the FASB issued ASU No. 2021-03, Intangibles—Goodwill and Other (Topic 350): Accounting Alternative for Evaluating Triggering Events, an amendment of the FASB Accounting Standards Codification. The amendments in this ASU allow companies to elect not to monitor for goodwill impairment triggering events during the reporting period and instead, to evaluate the facts and circumstances as of the end of the reporting period to determine whether it is more likely than not that goodwill is impaired. This aligns the triggering event evaluation date with the reporting date, whether that date is an interim or annual reporting date. This ASU is effective on a prospective basis for fiscal years beginning after December 15, 2019, with early adoption permitted for both interim and annual financial statements that have not yet been issued or made available for issuance as of March 30, 2021. The Company does not expect this guidance to have a material impact to its consolidated financial statements or related disclosures. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt – Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modification or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”), which will clarify and reduce diversity in practice. Specifically, the new standard includes a recognition model comprising four categories of transactions and corresponding accounting treatment for each category. The category that would apply to a modification or an exchange of an equity-classified warrant would depend on the substance of the modification transaction (e.g. a financing transaction to raise equity versus one to raise debt). This recognition model is premised on the idea that the accounting for the transaction should not differ from what it would have been had the issuer of the warrants paid cash instead of modifying the warrants. ASU 2021-04 will be effective for fiscal years beginning after December 15, 2021 and interim periods within those fiscal years. Early adoption is permitted. This ASU will be applied prospectively to modifications or exchanges occurring on or after the effective date of the ASU. The Company is currently evaluating the impact this new guidance will have on its condensed consolidated financial statements. The Company does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed consolidated financial statements. Note 3. PROPERTY AND EQUIPMENT The components of property and equipment at June 30, 2021 and December 31, 2020 consisted of the following: June 30, December 31,  2021 2020 (unaudited) Land $ 300,000 $ 300,000 Buildings and Improvements 1,728,000 1,683,000 31.50 years Machinery and Equipment 21,870,000 21,738,000 5 - 8 years Finance Lease Machinery and Equipment 78,000 78,000 5 - 8 years Tools and Instruments 12,417,000 12,116,000 1.50 - 7 years Automotive Equipment 148,000 148,000 5 years Furniture and Fixtures 290,000 290,000 5 - 8 years Leasehold Improvements 861,000 855,000 Term of Lease Computers and Software 583,000 436,000 4 - 6 years Total Property and Equipment 38,275,000 37,644,000 Less: Accumulated Depreciation ( 29,480,000 ) ( 28,063,000 ) Property and Equipment, net $ 8,795,000 $ 9,581,000 Depreciation expense for the three months ended June 30, 2021 and 2020 was $ 704,000 and $ 688,000 , respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $ 1,417,000 and $ 1,344,000 , respectively. Assets held under financed lease obligations are depreciated over the shorter of their related lease terms or their estimated productive lives. Depreciation of assets under finance leases is included in depreciation expense for 2021 and 2020. Accumulated depreciation on these assets was approximately $ 31,000 and $ 28,000 as of June 30, 2021 and December 31, 2020, respectively. 12 Note 4. LEASES The Company has operating and finance leases for leased office and manufacturing facilities and equipment leases. The Company leases certain machinery and equipment under finance leases and leases its offices and manufacturing facilities under operating leases. The leases have remaining lease terms of one to five years, some of which include options to extend or terminate the leases. June 30, December 31, 2021 2020 (unaudited) Weighted Average Remaining Lease Term - in years 5.12 5.53 Weighted Average discount rate - % 8.89 % 8.90 % The aggregate undiscounted cash flows of operating lease payments for leases with remaining terms greater than one year are as follows: Amount December 31, 2021 (remainder of the year) $ 492,000 December 31, 2022 1,007,000 December 31, 2023 1,038,000 December 31, 2024 1,070,000 December 31, 2025 992,000 Thereafter 730,000 Total future minimum lease payments 5,329,000 Less: discount ( 1,091,000 ) Total operating lease maturities 4,238,000 Less: current portion of operating lease liabilities ( 643,000 ) Total long term portion of operating lease maturities $ 3,595,000 On April 29, 2021 the Company entered into an agreement to surrender the possession of the premises of the former corporate office, located in Hauppauge, NY. The Company made a one-time payment of 40 % of the remaining balance due to the landlord as of May 1, 2021, of approximately $ 37,000 . The Company had previously recognized a lease impairment of $ 275,000 to its Operating Lease Right-of-Use-Asset for the year-ended December 31, 2019. Note 5. NOTES PAYABLE, RELATED PARTY NOTES PAYABLE AND FINANCE LEASE OBLIGATIONS Notes payable, related party notes payable and finance lease obligations consist of the following: June 30, December 31, 2021 2020 (unaudited) Revolving credit note payable to Sterling National Bank (“SNB”) $ 15,256,000 $ 15,649,000 Term loan, SNB 4,793,000 5,558,000 Finance lease obligations 3,000 6,000 Loan Payable - financed asset 44,000 48,000 Related party notes payable 6,412,000 6,012,000 Subtotal 26,508,000 27,273,000 Less: Current portion of notes payable, related party notes payable and finance lease obligations ( 16,266,000 ) ( 16,475,000 ) Notes payable, related party notes payable and finance lease obligations, net of current portion $ 10,242,000 $ 10,798,000 Sterling National Bank (“SNB”) On December 31, 2019, the Company entered into a loan facility (“SNB Facility”) with SNB expiring on December 30, 2022 . The loan facility provides for a $ 16,000,000 revolving loan (“SNB revolving line of credit”) and a term loan (“SNB term loan”). In 2020, the Company entered into the First Amendment to Loan and Security Agreement (“First Amendment”). The terms of the amendment increase the Term Loan to $5,685,000. The repayment terms of the term loan were amended to provide monthly principal installments in the amount of $67,679 beginning on December 1, 2020, with a final payment of any unpaid balance of principal and interest payable on December 30, 2022. Additionally, the date by which certain subordinated third-party notes need to be extended was changed from September 30, 2020 to November 30, 2020. The Company paid an amendment fee of $20,000. 13 On June 14, 2021, the Company entered into the Second Amendment to the Loan and Security Agreement (“Second Amendment”). The purpose of the Second Amendment was to clarify the definition and calculation of Excess Cash Flow, and to confirm the extension of the due date for the payment of the Excess Cash Flow payment. The amount of the Excess Cash Flow payment for the year ended December 31, 2020 was calculated to be $558,750. Per the terms of the Second Amendment, the Excess Cash Flow is payable in three installments of $ 186,250 on each of June 15, 2021, June 30, 2021, and September 15, 2021. As of June 30, 2021, the Company paid the first two installments totaling $ 372,500 . Additionally, the Company paid an amendment fee of $ 10,000 . The terms of the SNB Facility require that, among other things, the Company maintain a specified Fixed Charge Coverage Ratio of 1.25 to 1.00 at the end of each Fiscal Quarter beginning with the Fiscal Quarter ending March 31, 2020. In addition, the Company is limited in the amount of Capital Expenditures it can make. As of June 30, 2021, the Company was in compliance with all loan covenants. The SNB Facility also restricts the amount of dividends the Company may pay to its stockholders. Substantially all of the Company’s assets are pledged as collateral under the SNB Facility. As of June 30, 2021 the future minimum principal payments for the SNB term loan are as follows: For the twelve months ending Amount December 31, 2021 (remainder of the year) $ 592,000 December 31, 2022 4,247,000 SNB Term Loan payable 4,839,000 Less: debt issuance costs ( 46,000 ) Total SNB Term loan payable, net of debt issuance costs 4,793,000 Less: Current portion of SNB term loan payable ( 998,000 ) Total long-term portion of SNB term loan payable $ 3,795,000 Under the terms of the SNB Facility, both the SNB revolving line of credit and the SNB term loan will bear an interest rate equal to 30-day LIBOR, (with a 1% floor), plus 2.5%. The average interest rate charged during the period ended June 30, 2021 was 3.5%. As of June 30, 2021, our debt to SNB in the amount of $ 20,049,000 consisted of the SNB revolving line of credit note in the amount of $ 15,256,000 and the SNB term loan in the amount of $ 4,793,000 . As of December 31, 2020, our debt to SNB in the amount of $ 21,207,000 consisted of the SNB revolving line of credit note in the amount of $ 15,649,000 and the SNB term loan in the amount of $ 5,558,000 . Interest expense related to the SNB Facility amounted to approximately $ 180,000 and $ 154,000 for the three months ended June 30, 2021 and 2020, respectively, and $ 361,000 and $ 274,000 for the six months ended June 30, 2021 and 2020, respectively. 14 Loan Payable – Financed Asset The Company financed the purchase of a delivery vehicle in July 2020. The loan obligation totaled $ 44,000 and $ 48,000 as of June 30, 2021 and December 31, 2020, respectively. The loan bears no interest and a final payment is due and payable for all unpaid principal on July 20, 2026. The future minimum loan payments are as follows: For the twelve months ending Amount December 31, 2021 (remainder of the year) $ 5,000 December 31, 2022 9,000 December 31, 2023 9,000 December 31, 2024 9,000 December 31, 2025 9,000 Thereafter 3,000 Loan Payable - financed asset 44,000 Less: Current portion 9,000 Long-term portion $ 35,000 Related Party Notes Payable Taglich Brothers, Inc. is a corporation co-founded by two directors of the Company, Michael and Robert Taglich. In addition, a third director of the Company is a vice president of Taglich Brothers, Inc. Taglich Brothers, Inc. has acted as placement agent for various debt and equity financing transactions and has received cash and equity compensation for their services. From 2016 through 2020, the Company entered into various subordinated notes payable and convertible subordinated notes payable with Michael and Robert Taglich. These notes resulted in proceeds to the Company totaling $6,550,000. In connection with these notes, Michael and Robert were issued a total of 355,082 shares of common stock and Taglich Brothers Inc. was issued promissory notes totaling $554,000 for placement agency fees. On January 1, 2021, the related party subordinated notes due to Michael and Robert Taglich and Taglich Brothers, Inc., were amended to include all accrued interest through December 31, 2020 in the principal balance of the notes. Per the terms of the SNB Facility, these notes remain subordinate to the SNB Facility and are due on July 1, 2023. There are no principal payments due on these notes until such time. The note holders and the principal balance of the notes as amended on January 1, 2021 are shown below : Michael Taglich, Robert Taglich, Taglich Brothers, Chairman Director Inc. Total Convertible Subordinated Notes $ 2,666,000 $ 1,905,000 $ 241,000 $ 4,812,000 Subordinated Notes 1,250,000 350,000 - 1,600,000 Total $ 3,916,000 $ 2,255,000 $ 241,000 $ 6,412,000 For the three months and six months ended June 30, 2021, no principal payments have been made on these notes and the principal balances remain unchanged from the table above. Interest expense for the three months ended June 30, 2021 and 2020 on all related party notes payable was $ 125,000 and $ 125,000 , respectively, and $ 250,000 and $ 253,000 for the six months ended June 30, 2021 and 2020, respectively. Convertible Notes Payable – Third Parties As of both June 30, 2021 and December 31, 2020, the notes payable to third parties totaled $ 0 as the notes were converted into shares of common stock in 2020. Interest incurred on these notes amounted to approximately $ 38,000 and $ 80,000 for the three and six months ended June 30, 2020, respectively. Amortization of debt discount on these notes amounted to approximately $ 3,000 and $ 7,000 for the three and six months ended June 30, 2020, respectively. These costs are included in interest and financing costs in the Condensed Consolidated Statement of Operations. 15 NOTE 6. LIABILITY RELATED TO THE SALE OF FUTURE PROCEEDS FROM DISPOSITION OF SUBSIDIARY In connection with the sale of the Company’s wholly-owned subsidiary, AMK Welding, Inc. (“AMK”) to Meyer Tool, Inc., (“Meyer”) in 2017, Meyer was obligated to pay the Company within 30 days after the end of each calendar quarter, commencing April 1, 2017, an amount equal to five (5%) percent of the net sales of AMK for that quarter until the aggregate payments made to the Company (the “Meyer Agreement”) equals $1,500,000 (the “Maximum Amount”). In order to increase liquidity, on January 15, 2019, the Company entered into a “Purchase Agreement” with 15 accredited investors (the “Purchasers”), including Michael and Robert Taglich, pursuant to which the Company assigned to the Purchasers all of its rights, title and interest to the remaining $1,137,000 of the $1,500,000 in payments due from Meyer for the sale of AMK (the “Remaining Amount”) for an immediate payment of $800,000, including $100,000 from each of Michael and Robert Taglich, and $75,000 for the benefit of the children of Michael Taglich. The timing of the payments is based upon the net sales of AMK. If the Purchasers have not received the entire Remaining Amount by March 31, 2023, they have the right to demand payment of their pro rata portion of the unpaid Remaining Amount from the Company (“Put Right”). To the extent the Purchasers exercise their Put Right, the remaining payments from Meyer will be retained by the Company. The Company recognized $ 91,000 and $ 119,000 of non-cash income for the three months ended June 30, 2021 and 2020, respectively, and $ 195,000 and $ 211,000 of non-cash income for the six months ended June 30, 2021 and 2020, respectively, reflected in “other income, net” on the condensed consolidated statements of operations and recorded $ 27,000 and $ 36,000 of related non-cash interest expense related to the Purchase Agreement for the three months ended June 30, 2021 and 2020, respectively, and $ 58,000 and $ 64,000 for the six months ended June 30, 2021 and 2020, respectively. The table below shows the activity within the liability account for: June 30, 2021 December 31, 2020 (Unaudited) Liabilities related to sale of future proceeds from disposition of subsidiaries - beginning balance $ 322,000 $ 602,000 Non-Cash other income recognized ( 195,000 ) ( 402,000 ) Non-Cash interest expense recognized 58,000 122,000 Liabilities related to sale of future proceeds from disposition of subsidiary - ending balance 185,000 322,000 Less: unamortized transaction costs ( 3,000 ) ( 3,000 ) Liability related to sale of future proceeds from disposition of subsidiary, net $ 182,000 $ 319,000 Note 7. STOCKHOLDERS’ EQUITY Common Stock – Sale and Other Issuances The Company issued 37,392 and 47,126 shares of common stock in payment of director fees totaling $ 52,000 and $ 46,000 for the three months ended June 30, 2021 and 2020, respectively, and 79,352 and 90,897 shares totaling $ 104,000 and $ 101,000 for the six months ended June 30, 2021 and 2020, respectively. Additionally, the Company issued 51,224 shares of common stock upon the cashless exercise of stock options during the six months ended June 30, 2021. In January 2020, we issued and sold 419,597 shares of our common stock for gross proceeds of $ 984,000 pursuant to our Form S-3 filed on October 10, 2019 as updated on January 15, 2020. Costs of the sale amounted to $ 145,000 . During the six months ended June 30, 2020, the Company issued 590,243 shares of common stock to convert third party subordinated debt totaling $ 885,000 to equity. During the third quarter of 2021, the Company issued 39,983 shares of common stock in payment of directors’ fees totaling $ 52,000 . Issuance of Stock Options On January 11, 2021, the Company granted to its directors, stock options to purchase an aggregate of 70,000 shares of the Company’s common stock at a price of $ 1.32 per share. The options expire on the seventh anniversary of the grant date and vest over a term of one year. On March 24, 2021, the Company granted to certain members of management and certain employees, stock options to purchase an aggregate of 327,500 shares of the Company’s common stock at a price of $ 1.39 per share. The options expire on the fifth anniversary of the grant date and vest over a term of three years. On July 30, 2021, the Company granted to certain members of management and certain employees, stock options to purchase an aggregate of 415,000 shares of the Company’s common stock at a price of $ 1.22 per share. The options expire on the fifth anniversary of the grant date and vest over a term of one to three years. 16 Note 8. CONTINGENCIES A number of actions have been commenced against the Company by vendors, landlords and former landlords, including a third party claim as a result of an injury suffered on a portion of a leased property not occupied by the Company. As certain of these claims represent amounts included in accounts payable they are not specifically discussed herein. Contract Pharmacal Corp. (“Contact Pharmacal”) commenced an action on October 2, 2018, relating to a Sublease entered into between the Company and Contract Pharmacal in May 2018 with respect to the property at 110 Plant Avenue, Hauppauge, New York. In the action Contract Pharmacal originally sought damages in excess of $ 1,000,000 for the Company’s failure to make the entire premises available by the Sublease commencement date. On July 8, 2021, the Court denied Contract Pharmacal’s Motion for Summary Judgement. In the Order, the Court granted Contract Pharmacal’s Motions to drop its claim for specific performance and to amend its Complaint to reduce its claim for damages to $ 700,000 . The Company continues to dispute the validity of the claims asserted by Contract Pharmacal and believes it has meritorious defenses to those claims. As of June 30, 2021, it is not possible to estimate if a loss will be incurred, as such there has been no accrual. From time to time we also may be engaged in various lawsuits and legal proceedings in the ordinary course of our business. We are currently not aware of any legal proceedings the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on our business, financial condition or operating results. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder of our common stock, is an adverse party or has a material interest averse to our interest. Note 9. INCOME TAXES The Company recorded no income tax expense for the three and six months ended June 30, 2021 and 2020 because the estimated annual effective tax rate was zero . In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives. As a result of the passage of the CARES Act, the Company filed for a net operating loss carryback claim of $ 1,416,000 in March 2020. The refund was received in April 2020. As of June 30, 2021 and December 31, 2020, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized. Note 10. SEGMENT REPORTING In accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”), the Company discloses financial and descriptive information about its reportable operating segments. Operating segments are components of an enterprise about which separate financial information is available and regularly evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Company follows ASC 280, which establishes standards for reporting information about operating segments in annual and interim financial statements, and requires that companies report financial and descriptive information about their reportable segments based on a management approach. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company currently divides its operations into two operating segments: Complex Machining, which consists of AIM and NTW; and Turbine Engine Components, which consists of Sterling. Along with its operating subsidiaries, the Company reports the results of its corporate division as an independent segment. 17 The accounting policies of each of the segments are the same as those described in the Summary of Significant Accounting Policies. Intersegment transfers are recorded at the transferor’s cost, and there is no intercompany profit or loss on intersegment transfers. We evaluate performance based on revenue, gross profit contribution and assets employed. Financial information about the Company’s reporting segments for the three and six months ended June 30, 2021 and 2020 are as follows: For the Three Months For the Six Months Ended June 30, Ended June 30, 2021 2020 2021 2020 (unaudited) (unaudited) (unaudited) (unaudited) COMPLEX MACHINING Net Sales $ 13,783,000 $ 7,308,000 $ 25,949,000 $ 19,372,000 Gross Profit 2,325,000 681,000 3,944,000 2,849,000 Income (Loss) before benefit from income taxes 1,573,000 ( 10,000 ) 2,553,000 1,160,000 Assets 51,956,000 48,490,000 51,956,000 48,490,000 TURBINE ENGINE COMPONENTS Net Sales 1,670,000 1,186,000 3,216,000 2,569,000 Gross Profit (Loss) 278,000 ( 67,000 ) 456,000 ( 54,000 ) Income (Loss) before benefit from income taxes 114,000 ( 217,000 ) 99,000 ( 343,000 ) Assets 3,471,000 4,430,000 3,471,000 4,430,000 CORPORATE Net Sales - - - - Gross Profit - - - - Loss before benefit from income taxes ( 1,448,000 ) ( 1,357,000 ) ( 2,565,000 ) ( 2,757,000 ) Assets 823,000 1,808,000 823,000 1,808,000 CONSOLIDATED Net Sales 15,453,000 8,494,000 29,165,000 21,941,000 Gross Profit 2,603,000 614,000 4,400,000 2,795,000 Income (Loss) before benefit from income taxes 239,000 ( 1,584,000 ) 87,000 ( 1,940,000 ) Benefit from Income Taxes - - - ( 1,414,000 ) Net Income (loss) 239,000 ( 1,584,000 ) 87,000 ( 526,000 ) Assets $ 56,250,000 $ 54,728,000 $ 56,250,000 $ 54,728,000 18