AIR INDUSTRIES GROUP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures An evaluation was conducted under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”), its principal executive officer, and Chief Financial Officer (“CFO”), its principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of December 31, 2021. Based on that evaluation, the CEO and CFO concluded our disclosure controls and procedures were effective as of December 31, 2021. Management’s Report on Internal Control over Financial Reporting Section 404 of the Sarbanes-Oxley Act of 2002 requires that management document and test the Company’s internal controls over financial reporting and include in this Annual Report on Form 10-K a report on management’s assessment of the effectiveness of our internal controls over financial reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal controls over financial reporting refers to the process designed by, or under the supervision of our Chief Executive Officer and our Chief Accounting Officer, and effected by our management and other personnel, to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP, and includes those policies and procedures that: (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 27 Our management relies upon the criteria established in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in designing a system intended to meet the needs of our Company and provide reasonable assurance for its assessment. In connection with their review of our internal controls over financial reporting for the fiscal year ended December 31, 2021, our Chief Executive Officer and Chief Financial Officer have concluded that our internal controls over financial reporting were effective as of December 31, 2021 in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U. S. GAAP. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. The rules of the Securities and Exchange Commission do not require an attestation of the Management’s report by our registered public accounting firm in this annual report. Change in Internal Control over Financial Reporting During 2021, we took various steps to maintain the effectiveness of our financial reporting system, primarily the acquisition of additional software to increase the utility of our financial reporting systems and additional steps taken to increase our cybersecurity defenses. Except for these additions to our software, there have been no changes in our internal control over financial reporting that occurred during our fiscal quarter and year ended December 31, 2021 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION. None ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION. Not Applicable 28 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE The information required by Paragraph (a), and Paragraphs (c) through (g) of Item 401 of Regulation S-K (except for information required by Paragraph (e) of that Item to the extent the required information pertains to our executive officers) and Item 405 of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year. The following table presents the information required by Paragraph (b) of Item 401 of Regulation S-K. Our directors and executive officers are: Name: Age Position Luciano (Lou) Melluzzo 57 President and Chief Executive Officer Michael E. Recca 71 Chief Financial Officer Michael N. Taglich 56 Chairman of the Board Robert F. Taglich 55 Director David J. Buonnano 66 Director Peter D. Rettaliata 71 Director Michael Brand 64 Director Michael D. Porcelain 53 Director Luciano (Lou) Melluzzo has been our President and Chief Executive Officer since November 15, 2017. He joined our company on September 11, 2017 as Chief Executive Officer. From November 2003 to September 2011, Mr. Melluzzo was employed in various capacities by EDAC Technologies Corporation (“EDAC”), a designer, manufacturer and distributor of precision aerospace components and assemblies, precision spindles and complex fixturing, tooling and gauging with design and build capabilities, whose shares were then listed on the Nasdaq Capital Market. He served as EDAC’s Vice President and Chief Operating Officer from November 2005 until February 2010. From September 2011 to November 2015, Mr. Melluzzo was self-employed in the residential real estate redevelopment industry. From November 2015 to January 2017, he was general manager of Polar Corporation, a privately-held company specializing in computer numeric controlled milling and turning of small hardware components for the aerospace industry. Michael E. Recca has been our Chief Financial Officer since October 1, 2016. Mr. Recca has been engaged by us since September 2008 in a variety of positions related to our capital finance and acquisition programs. Most recently he served as Chief of Corporate Development & Capital Markets, a position in which he directed our acquisition program and coordinated with our lenders. Mr. Recca received a Bachelor of Arts degree from the SUNY Stony Brook and an MBA from Columbia University. Michael N. Taglich has been Chairman of our Board of Directors since September 22, 2008. He is Chairman and President of Taglich Brothers, a New York City based securities firm which he co-founded in 1992. Mr. Taglich is currently Chairman of the Board of Mare Island Dry Dock LLC, a company engaged in ship repair services, He also serves as a Director of two other public companies, Bridgeline Digital Inc. and Decision Point Systems Inc., as well as a number of private companies. Robert F. Taglich has been a director of our Company since 2008. He is a Managing Director of Taglich Brothers, which he co-founded in 1992. Prior to founding Taglich Brothers, Mr. Taglich was a Vice President at Weatherly Securities. Mr. Taglich has served in various positions in the securities brokerage industry for the past 25 years Mr. Taglich holds a Bachelor’s degree from New York University. David J. Buonanno has been a director of our Company since 2008. He is the Founder and President of Buonanno Enterprises Consulting, providing strategic management, supply chain/operations and recruitment services to aerospace and defense industry clients. Mr. Buonanno has extensive experience in manufacturing, supply management and operations. He was employed by Sikorsky Aircraft, Inc., a subsidiary of United Technologies Corporation, as Vice President, Supply Management and International Offset (from January 1997 to July 2006) and as Director, Systems Subcontracts (from November 1992 to January 1997). From May 1987 to November 1992, he was employed by General Electric Company serving as Operations Manager and Manager, Program Materials Management of GE’s Astro-Space Division. From June 1977 to May 1987, he was employed by RCA and affiliated companies. Mr. Buonanno attended Lehigh University College of Electrical Engineering and holds a B.S. in Business Administration from Rutgers University. He completed the Program for Management Development at Harvard Business School in 1996. 29 Peter D. Rettaliata has been a director of our Company since 2005. He served as our Acting President and Chief Executive Officer from March 2, 2017 to November 15, 2017, and served as our President and Chief Executive Officer from November 30, 2005 to December 31, 2014. He also served as the President of our wholly-owned subsidiary, AIM, from 1994 to 2008. Prior to his involvement at AIM, Mr. Rettaliata was employed by Grumman Aerospace Corporation for twenty-two years, where he attained the position of the Senior Procurement Officer. Professionally, Mr. Rettaliata has served as the Chairman of “ADDAPT”, an organization of regional aerospace companies, as a member of the Board of Governors of the Aerospace Industries Association, and as a member of the Executive Committee of the AIA Supplier Council. He is a graduate of Niagara University where he received a B.A. in History and Harvard Business School where he completed the PMD Program. Michael Brand has been a director of our Company since 2012, and from March 2017 to November 2017 served as a consultant to our company focused on day to day production issues, scheduling of the products to be manufactured and related operational issues such as the maintenance of appropriate inventory levels. He was the President of Goodrich Landing Gear, a unit of Goodrich Corporation, from July 2005 to June 2012. Prior to joining Goodrich for over 25 years he held senior management positions in the Aerospace industry. He began his career at General Electric Corporation and rose to senior management in its jet engine manufacturing operations. Mr. Brand is a graduate of Clarkson University, with advanced degrees and certificates from Xavier University and the Wharton School. Michael Porcelain has been a director of our Company since October 23, 2017. Since January 2022, he has severed as President and Chief Executive Officer (“CEO”) and a member of the Board of Directors of Comtech Telecommunications Corp., (“Comtech”) a publicly traded company and a leading global provider of next-generation 911 emergency systems and secure wireless communications technologies. He was first appointed President of Comtech in January 2020 and also served as Comtech Chief Operating Officer since October 2018. Prior to holding these positions, he served as Comtech’s Chief Financial Officer from 2006 through 2018, and from 2002 to March 2006, he served as Comtech’s Vice President of Finance and Internal Audit. From 1998 to 2002, Mr. Porcelain was Director of Corporate Profit and Business Planning for Symbol Technologies, a mobile wireless information solutions company. Previously, he spent five years in public accounting holding various positions, including Manager in the Transaction Advisory Services Group of PricewaterhouseCoopers. In March 2021, Mr. Porcelain was elected to the Board of Directors of The Fund for Modern Court, an independent court reform organization that advocates for the improvements of the New York State Court system to ensure a diverse, highly qualified, and independent judiciary. Since 1998, he has owned and operated The Independent Adviser Corporation, a privately held company which holds the rights to use certain intellectual properties and trademarks (including various Internet websites) related to the financial planning and advisory industry. Mr. Porcelain has served as an Adjunct Professor at St. John’s University located in New York where he taught graduate level accounting courses. Mr. Porcelain has a B.S. in Business Economics from State University of Oneonta, New York, a M.S. in Accounting and an M.B.A. degree from Binghamton University. Michael N. Taglich and Robert F. Taglich are brothers. Code of Ethics We have adopted a written code of ethics that applies to our principal executive officers, senior financial officers and persons performing similar functions. Upon written request to our corporate secretary, we will provide you with a copy of our code of ethics, without cost. 30 Corporate Governance The information required by Items 407(c)(3), (d)(4) and (d)(5) of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year. ITEM 11. EXECUTIVE COMPENSATION The information required by this Item is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 403 of Regulation S-K is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE The information required by this Item is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item is hereby incorporated by reference from our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year. 31 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Consolidated Financial Statements of Air Industries Group for the Year ended December 31, 2021 and 2020. (b) The following exhibits are included as part of this report. References to “the Company” in this Exhibit List mean Air Industries Group, a Nevada Corporation. Exhibit No. Description 3.1 Articles of Incorporation of Air Industries Group (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 30, 2013). 3.2 Certificate of Amendment increasing number of authorized shares of preferred stock and Series A Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed on April 19, 2017). 3.3 Amended and Restated By-Laws of the Company (incorporated herein by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed on March 31, 2015). 3.4 Certificate of Amendment increasing number of authorized shares of common stock to 60,000,000 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2019 filed on August 8, 2019) 4.1 Description of the Company’s securities registered pursuant to Section 12 of the Exchange Act (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed on March 27, 2020). 10.1 Loan and Security Agreement dated as of December 31, 2019 with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 6, 2020) 10.2 Guaranty Agreement dated as of December 31, 2019 with Sterling National Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 6, 2020) 10.3 Pledge Agreement dated as of December 31, 2019 with Sterling National Bank (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 6, 2020) 10.4 First Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 9, 2020) 10.5 Second Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2021) 32 10.6 Third Amendment to Loan and Security Agreement with Sterling National Bank (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 8, 2021) 10.7 Stock Purchase Agreement dated March 21, 2018 with CPI Aerostructures, Inc. (“CPI SPA”) (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 23, 2018). 10.8 Second Amendment dated as of December 20, 2018 to CPI SPA (incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed April 1, 2019). 10.9 Settlement Agreement and Release between the Company and CPI Aerostructures, Inc. (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 29, 2020). 10.10 Promissory Note dated May 6, 2020, between Sterling National Bank and Air Industries Machining Corp. (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2020). 10.11 Promissory Note dated May 6, 2020, between Sterling National Bank and Nassau Tool Works Inc. (incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2020). 10.12 Promissory Note dated May 6, 2020, between Sterling National Bank and Sterling Engineering Corporation (incorporated herein by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2020). 10.13 At the Market Offering Agreement dated January 15, 2020 with Roth Capital Partners, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report of Form 8-K filed on January 15, 2020). 10.14 Purchase Agreement with the Purchasers dated January 15, 2019 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 17, 2019). 10.15 2013 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-191560) filed on October 4, 2013). 10.16 2015 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-206341) filed on August 13, 2015). 10.17 2016 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2016 filed on November 14, 2016). 10.18 2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.79 to the Company’s Registration Statement on Form S-1 (Registration No. 333-219490) filed July 26, 2017 and declared effective August 4, 2017). 33 14.1 Code of Ethics (incorporated herein by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K/A (Amendment No. 2) for the year ended December 31, 2017 filed on April 30, 2018. 21.1 Subsidiaries (incorporated herein by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed on April 1, 2019. 23.1 Consent of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. 31.1 Certification of principal executive officer pursuant to Rule 13a-14 or Rule 15d-14 of Securities Exchange Act of 1934. 31.2 Certification of principal financial officer pursuant to Rule 13a-14 or Rule 15d-14 of the Exchange Act of 1934. 32.1 Certification of principal executive officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 32.2 Certification of principal financial officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350). 101.INS Inline XBRL Instance Document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). 34 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: March 25, 2022 AIR INDUSTRIES GROUP By: /s/ Luciano Melluzzo Luciano Melluzzo President and Chief Executive Officer (principal executive officer) By: /s/ Michael E. Recca Michael E. Recca Chief Financial Officer (principal financial and accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant on March 25, 2022 in the capacities indicated. Signature Capacity /s/ Luciano Melluzzo President and CEO Luciano Melluzzo (principal executive officer) /s/ Michael E. Recca Chief Financial Officer Michael E. Recca (principal financial and accounting officer) /s/ Michael N. Taglich Chairman of the Board Michael N. Taglich /s/ Peter D. Rettaliata Director Peter D. Rettaliata /s/ Robert F. Taglich Director Robert F. Taglich /s/ David J. Buonanno Director David J. Buonanno /s/ Michael Brand Director Michael Brand /s/ Michael Porcelain Director Michael Porcelain 35 AIR INDUSTRIES GROUP INDEX TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2021 and 2020 Report of Independent Registered Public Accounting Firm (Rotenberg Meril Solomon Bertiger & Guttilla, P.C., Saddle Brook, NJ, PCAOB ID: 361 ) F-2 Consolidated Financial Statements: Consolidated Balance Sheets – As of December 31, 2021 and 2020 F-4 Consolidated Statements of Income – For the Years Ended December 31, 2021 and 2020 F-5 Consolidated Statements of Stockholders’ Equity – For the Years Ended December 31, 2021 and 2020 F-6 Consolidated Statements of Cash Flows – For the Years Ended December 31, 2021 and 2020 F-7 Notes to Consolidated Financial Statements F-9 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Air Industries Group Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Air Industries Group and subsidiaries (the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities law and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) are especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Revenue Recognition – Refer to Note 3 of the consolidated financial statements Description of the Matter The Company’s revenue is generated pursuant to written contractual arrangements to design, develop, manufacture and/or modify complex products, and to provide related engineering and other services according to the specifications of the customers. The majority of the Company’s performance obligations under these contractual agreements are satisfied at a point in time when the customer obtains control of the product, which is generally upon acceptance by the customer and shipment of the goods. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using its observable standalone selling price for products and services. Given the judgment necessary to make reasonably dependable estimates of revenues associated with such contracts, auditing management’s evaluation of contracts with customers required extensive audit effort due to analyzing the terms and conditions of the Company’s various customer contracts given that such terms and conditions are nonstandard. This included the identification and determination of the performance obligations and the timing of revenue recognition. F- 2 How the Critical Audit Matter Was Addressed in the Audit Our audit procedures included obtaining an understanding of the Company’s revenue recognition process, among others: ● We reviewed management’s assessment of the terms and conditions of contracts with customers which included an analysis of the distinct performance obligations and a review of the conclusion as to whether revenue from such performance obligations should be recognized over time or at a point in time. ● We reviewed management’s conclusions over completeness of the contract reviews and appropriateness of the accounting conclusions. ● We selected a sample of contracts with customers and performed the following: o Compared the transaction price to the consideration expected to be received based on current rights and obligations under the contracts and any modification that were agreed upon with the customers. o Tested the completeness and accuracy of the Company’s contract summary documentation, specifically related to the identification and determination of distinct performance obligations and the timing of revenue recognition. Inventories, net – Refer to Note 3 of the consolidated financial statements Description of the Matter The Company records inventory at the lower of cost or net realizable value. The Company periodically evaluates the carrying value of inventory, which requires management to make significant estimates and assumptions related to sales patterns and expected future demand in order to estimate the amount necessary to adjust to net realizable value as a result of slow moving or obsolete inventory. Changes in the assumptions could have a significant impact on the valuation of inventory. We identified the adjustment to net realizable value of the inventory as a critical audit matter. Auditing such estimates required a high degree of subjective auditor judgment and an increased extent of effort when performing audit procedures and evaluating the results of those procedures. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures used to address the adjustment to net realizable value of inventories included the follow: ● We tested the Company’s raw materials and hardware inventory by evaluating the number of days transpiring from the date the inventory was originally received and/or from the last date of movement, and reviewing the historical sales of the inventory. ● We selected a sample of finished goods and performed the following: o We tested the finished goods inventory report for any finished goods with no movement in the last two years. o Reviewed the transaction history detail reports, which display all types of movement of that particular part. o Evaluated the accuracy and completeness of the valuation reserve by selecting a sample of inventory items and obtaining supporting documentation regarding current and historical sales patterns. ● We tested the accuracy of the Company’s material burden rate calculations to determine proper application of manufacturing overhead costs applied to the cost of work in process and finished goods. We have served as the Company’s auditors since 2008. /s/ Rotenberg Meril Solomon Bertiger & Guttilla, P.C. Rotenberg Meril Solomon Bertiger & Guttilla, P.C. Saddle Brook, New Jersey March 25, 2022 F- 3 AIR INDUSTRIES GROUP Consolidated Balance Sheets December 31, December 31, 2021 2020 ASSETS Current Assets Cash and Cash Equivalents $ 627,000 $ 2,505,000 Accounts Receivable, Net of Allowance for Doubtful Accounts of $ 594,000 and $ 964,000 10,473,000 8,798,000 Inventory 29,532,000 32,120,000 Prepaid Expenses and Other Current Assets 226,000 173,000 Prepaid Taxes 22,000 15,000 Total Current Assets 40,880,000 43,611,000 Property and Equipment, Net 8,404,000 9,581,000 Operating Lease Right-Of-Use-Asset 3,018,000 3,510,000 Deferred Financing Costs, Net, Deposits and Other Assets 960,000 912,000 Goodwill 163,000 163,000 TOTAL ASSETS $ 53,425,000 $ 57,777,000 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Notes Payable and Finance Lease Obligations - Current Portion $ 14,112,000 $ 16,475,000 Accounts Payable and Accrued Expenses 6,723,000 8,682,000 Operating Lease Liabilities - Current Portion 686,000 701,000 Deferred Gain on Sale - Current Portion 38,000 38,000 Deferred Revenue 1,470,000 917,000 Liability Related to the Sale of Future Proceeds from Disposition of Subsidiary - Current Portion 59,000 200,000 Deferred payroll tax liability - CARES Act - Current Portion 314,000 314,000 Total Current Liabilities 23,402,000 27,327,000 Long Term Liabilities Notes Payable and Finance Lease Obligations - Net of Current Portion 2,838,000 4,786,000 Notes Payable - Related Party - Net of Current Portion 6,412,000 6,012,000 Operating Lease Liabilities - Net of Current Portion 3,241,000 3,927,000 Deferred Gain on Sale - Net of Current Portion 143,000 181,000 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 TOTAL LIABILITIES 36,036,000 42,668,000 Commitments and Contingencies Stockholders’ Equity Preferred Stock, par value $ .001 - Authorized 3,000,000 shares, 0 shares outstanding, at both December 31, 2021 and December 31, 2020. - - Common Stock - Par Value $ .001 - Authorized 60,000,000 Shares, 32,128,006 and 31,906,971 Shares Issued and Outstanding as of December 31, 2021 and December 31, 2020, respectively 32,000 32,000 Additional Paid-In Capital 81,891,000 81,238,000 Accumulated Deficit ( 64,534,000 ) ( 66,161,000 ) TOTAL STOCKHOLDERS’ EQUITY 17,389,000 15,109,000 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 53,425,000 $ 57,777,000 See Notes to Consolidated Financial Statements F- 4 AIR INDUSTRIES GROUP Consolidated Statements of Income For the Years Ended December 31, 2021 2020 Net Sales $ 58,939,000 $ 50,097,000 Cost of Sales 48,686,000 43,585,000 Gross Profit 10,253,000 6,512,000 Operating Expenses 7,766,000 7,951,000 Income (loss) from Operations 2,487,000 ( 1,439,000 ) Interest and Financing Costs ( 805,000 ) ( 710,000 ) Interest Expense - Related Parties ( 460,000 ) ( 781,000 ) Other Income, Net 405,000 430,000 Forgiveness of notes payable - SBA Loan - 2,414,000 Income (Loss) before Benefit From Income Taxes 1,627,000 ( 86,000 ) Benefit from Income Taxes - ( 1,412,000 ) Income from Continuing Operations, net of tax 1,627,000 1,326,000 Loss from Discontinued Operations, net of tax - ( 230,000 ) Net Income $ 1,627,000 $ 1,096,000 Income per share from Continuing operations - Basic $ 0.05 $ 0.04 Loss per share from Discontinued Operations - Basic $ - $ ( 0.01 ) Income per share from Continuing operations - Diluted $ 0.05 $ 0.05 Loss per share from Discontinued Operations - Diluted $ - $ ( 0.01 ) Weighted Average Shares Outstanding - basic 32,049,372 30,742,154 Weighted Average Shares Outstanding - diluted 36,424,175 36,747,083 See Notes to Consolidated Financial Statements F- 5 AIR INDUSTRIES GROUP Consolidated Statements of Stockholders’ Equity For the Years Ended December 31, 2021 and 2020 Additional Total Common Stock Paid-in Accumulated Stockholders’ Shares Amount Capital Deficit Equity Balance, January 1, 2020 29,478,338 $ 29,000 $ 77,434,000 $ ( 67,257,000 ) $ 10,206,000 Common Stock issued for directors fees 178,405 - 211,000 - 211,000 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 1,830,631 2,000 2,587,000 - 2,589,000 Stock Compensation Expense - - 308,000 - 308,000 Adjustments for other note conversion - - ( 140,000 ) - ( 140,000 ) Net Income - - - 1,096,000 1,096,000 Balance, December 31, 2020 31,906,971 $ 32,000 $ 81,238,000 $ ( 66,161,000 ) $ 15,109,000 Common Stock issued for directors fees 169,811 - 210,000 - 210,000 Stock Options exercised 51,224 - - - - Stock Compensation Expense - - 443,000 - 443,000 Net Income - - - 1,627,000 1,627,000 Balance, December 31, 2021 32,128,006 $ 32,000 $ 81,891,000 $ ( 64,534,000 ) $ 17,389,000 See Notes to Consolidated Financial Statements F- 6 AIR INDUSTRIES GROUP Consolidated Statements of Cash Flows For the Years Ended December 31, 2021 2020 CASH FLOWS FROM OPERATING ACTIVITIES Net Income $ 1,627,000 $ 1,096,000 Adjustments to reconcile net income to net cash provided by (used in) operating activities Depreciation of property and equipment 2,803,000 2,570,000 Non-cash employee compensation expense 443,000 211,000 Non-cash directors compensation 210,000 308,000 Non-cash other income recognized ( 326,000 ) ( 402,000 ) Non-cash interest expense 98,000 122,000 Non-cash deferred payroll tax expense - CARES Act - 627,000 Amortization of Right-of-Use Asset 492,000 482,000 Deferred gain on sale of real estate ( 38,000 ) ( 38,000 ) Loss on sale of equipment - 60,000 Amortization of debt discount on convertible notes payable - 233,000 Bad debt (recovery) expense ( 86,000 ) 105,000 Amortization of deferred financing costs 150,000 126,000 Forgiveness of notes payable - SBA loan - ( 2,414,000 ) Changes in Operating Assets and Liabilities (Increase) Decrease in Operating Assets: Accounts receivable ( 1,589,000 ) ( 1,045,000 ) Inventory 2,588,000 ( 3,474,000 ) Prepaid expenses and other current assets ( 53,000 ) 274,000 Prepaid taxes ( 7,000 ) ( 15,000 ) Deposits and other assets ( 193,000 ) 168,000 Increase (Decrease) in Operating Liabilities: Accounts payable and accrued expenses ( 1,594,000 ) 275,000 Operating lease liabilities ( 701,000 ) ( 673,000 ) Income taxes payable - ( 27,000 ) Deferred revenue 553,000 ( 94,000 ) Deferred payroll tax expense - CARES Act ( 313,000 ) NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES 4,064,000 ( 1,525,000 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment ( 1,364,000 ) ( 3,797,000 ) NET CASH USED IN INVESTING ACTIVITIES ( 1,364,000 ) ( 3,797,000 ) CASH FLOWS FROM FINANCING ACTIVITIES Note payable - revolver - net - Webster Bank ( 3,193,000 ) 3,106,000 Proceeds from note payable - term note - Webster Bank - 2,337,000 Payments of note payable - term note - Webster Bank ( 1,371,000 ) ( 579,000 ) SBA loan proceeds - Webster Bank - 2,414,000 Payments of finance lease obligations ( 5,000 ) ( 18,000 ) Proceeds from issuance of common stock - 984,000 Share issuance costs - ( 145,000 ) Deferred financing costs - ( 81,000 ) Payments of notes payable - related party - ( 1,000,000 ) Payments of notes payable - third party - ( 100,000 ) Payments of loan payable - financed asset ( 9,000 ) ( 385,000 ) NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES ( 4,578,000 ) 6,533,000 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 1,878,000 ) 1,211,000 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,505,000 1,294,000 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 627,000 $ 2,505,000 See Notes to Consolidated Financial Statements F- 7 AIR INDUSTRIES GROUP Consolidated Statements of Cash Flows For the Years Ended December 31, (Continued) 2021 2020 Supplemental cash flow information Cash paid during the year for interest $ 1,206,000 $ 924,000 Cash refunded during the year for income taxes, net of taxes paid $ - $ ( 1,407,000 ) Cash paid during the year for taxes $ 7,000 $ - Supplemental disclosure of non-cash investing and financing activities Acquisition of financed lease asset $ 262,000 $ - Capitalization of related party interest to principal $ 400,000 - Right of Use Asset additions under ASC 842 $ - $ 642,000 Operating Lease Liabilities under ASC 842 $ - $ 642,000 Acquisition of financed asset $ - $ 52,000 Common Stock issued for notes payable - third parties $ - $ 2,245,000 Common Stock issued in lieu of accrued interest $ - $ 344,000 See Notes to Consolidated Financial Statements F- 8 AIR INDUSTRIES GROUP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1. FORMATION AND BASIS OF PRESENTATION Organization Air Industries Group is a Nevada corporation (“AIRI”). As of and for the year ended December 31, 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”). 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 fiscal 2021 now completed and the Company continuing to see the benefits from its recent investments in machinery and equipment, management believes the Company will continue to improve its liquidity. During 2021, the Company generated $ 4,064,000 of cash from operating activities. As such, based on the Company generating $ 4,064,000 of cash from operating activities as well as generating operating income of $ 2,487,000 for the year ended December 31, 2021, its current best estimates of fiscal 2022 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 March 31, 2023. Reclassifications Reclassifications occurred to certain 2020 amounts to conform to the 2021 classification. These reclassifications had no impact on the Company’s financial position and net income. Subsequent Events Management has evaluated subsequent events through the date of this filing. Note 2. DISCONTINUED OPERATIONS As discussed in Note 14 on December 23, 2020, the Company and CPI Aerostructures (“CPI”), the buyer of our subsidiary Welding Metallurgy, Inc. (“WMI”), reached an agreement to settle the working capital dispute without additional litigation. The settlement provided that CPI and AIRI would instruct the escrow agent to release the balance of $ 1,380,684 remaining in the escrow account to CPI. The Company and CPI exchanged mutual releases customary in the circumstances. We originally placed a reserve of $ 1,770,000 against the $ 2,000,000 balance held in escrow, the remaining amount of $ 230,000 was charged to discontinued operations and classified as other expense for the year ended December 31, 2020. F- 9 Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principal Business Activity The Company is a Tier 1 or Tier 2 manufacturer of precision assemblies and components for mission-critical aerospace and defense applications, and a prime contractor to the U.S. Department of Defense. The Company’s AIM and NTW subsidiaries manufactures flight critical or flight safety aircraft components including landing gear, arresting gear, flight controls, primarily for military aircraft, including the UH-60 Helicopter, the E2-D, and F-35, F-18 fighter aircraft, and the Pratt & Whitney Geared Turbofan jet engine. Sterling manufactures components used in jet engines of military and commercial aircraft and ground power turbine engines. The Company’s primary customers are large publicly traded companies including the four largest suppliers to the US Department of Defense. Principles of Consolidation The accompanying consolidated financial statements include accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid instruments with an original maturity of three months or less. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances net of allowances for uncollectible accounts. The Company provides for allowances for uncollectible receivables based on management’s estimate of uncollectible amounts considering age, collection history, and any other factors considered appropriate. The Company writes off accounts receivable against the allowance for doubtful accounts when a balance is determined to be uncollectible. Inventory Valuation The Company values inventory at the lower of cost on a first-in-first-out basis or an estimated net realizable value. The Company generally purchases raw materials and supplies uniquely suited to the production of larger more complex parts, such as landing gear, only when non-cancellable contracts for orders have been received for finished goods. It occasionally produces larger more complex products, such as landing gear, in excess of purchase order quantities in anticipation of future purchase order demand. Historically this excess has been used in fulfilling future purchase orders. The Company purchases supplies and materials useful in a variety of products as deemed necessary even though orders have not been received. The Company periodically evaluates inventory items that are not secured by purchase orders and establishes write-downs to estimated net realizable value for obsolescence accordingly. The Company also writes-down inventory to estimated net realizable value for excess quantities, slow-moving goods, and for other impairments of value. Prepaid Expenses and Other Current Assets On December 23, 2020, the Company and CPI reached an agreement to settle the working capital dispute. The settlement provided that the escrow agent would release the balance of $ 1,380,684 remaining in the escrow account to CPI. The Company and CPI exchanged mutual releases customary in the circumstances. F- 10 Prepaid expenses and other current assets include purchase deposits, miscellaneous prepaid expenses and cash in escrow less a reserve. On December 23, 2020, the Company settled its working capital dispute with CPI, see Note 14 - Contingencies. As a result of this settlement, the Company released the cash that was held in escrow and therefore removed the reserve. The changes in the reserve are shown below and discussed in Note 2 – Discontinued Operations. Description Balance at Beginning of Year Charges to Loss on Sale of Subsidiary Deductions Balance at end of year Valuation reserve deducted from Prepaid Expenses and Other Current Assets: Year ended December 31, 2020 $ 1,770,000 $ - $ ( 1,770,000 ) $ - Property and Equipment Property and equipment are carried at cost net of accumulated depreciation and amortization. Repair and maintenance charges are expensed as incurred. Property, equipment, and improvements are depreciated using the straight-line method over the estimated useful lives of the assets or the particular improvements. Expenditures for repairs and improvements in excess of $ 10,000 that add to the productive capacity or extend the useful life of an asset are capitalized. Upon disposition, the cost and related accumulated depreciation are removed from the accounts and any related gain or loss is reflected in earnings. Long-Lived and Intangible Assets Identifiable intangible assets are amortized using the straight-line method over the period of expected benefit. Long-lived assets and intangible assets subject to amortization to be held and used are reviewed for impairment whenever events or changes in circumstances indicate that the related carrying amount may be impaired. The Company records an impairment loss if the undiscounted future cash flows are found to be less than the carrying amount of the asset. If an impairment loss has occurred, a charge is recorded to reduce the carrying amount of the asset to fair value. Deferred Financing Costs Costs incurred with obtaining and executing revolving debt arrangements are capitalized and recorded in current assets and amortized using the effective interest method over the term of the related debt. Costs incurred with obtaining and executing other debt arrangements are presented as a direct deduction from the carrying value of the associated debt and also amortized using the effective interest method over the term of the related debt. The amortization of financing costs is included in interest and financing costs in the Consolidated Statements of Income. Revenue Recognition The Company accounts for revenue recognition in accordance with accounting guidance codified as FASB ASC 606 “Revenue from Contracts with Customers” (“ASC 606”), as amended, regarding revenue from contracts with customers. Under the standard an entity is required to recognize revenue to depict the transfer of promised goods to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods. Under ASC 606, revenue is recognized as the customer obtains control of the goods and services promised in the contract (i.e., performance obligations). In evaluating our contracts with our customers under ASC 606, we have determined that there is no future performance obligation once delivery has occurred. The Company’s revenues are primarily derived from consideration paid by customers for tangible goods. The Company analyzes its different goods by segment to determine the appropriate basis for revenue recognition, as described below. There are no material upfront costs for operations that are incurred from contracts with customers. The Company’s rights to payments for goods transferred to customers are conditional only on the passage of time and not on any other criteria. Payment terms and conditions vary by contract, although terms generally include a requirement of payment within 30 to 75 days. F- 11 Payments received in advance from customers are recorded as deferred revenue until earned, at which time revenue is recognized. The Terms and Conditions contained in our customer purchase orders often provide for liquidated damages in the event that a stop work order is issued prior to the final delivery. The Company utilizes a Returned Merchandise Authorization or RMA process for determining whether to accept returned products. Customer requests to return products are reviewed by the contracts department and if the request is approved, a credit is issued upon receipt of the product. Net sales represent gross sales less returns and allowances. Use of Estimates In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts in the financial statements and accompanying notes. The more significant management estimates are the allowance for doubtful accounts, useful lives of property and equipment, provisions for inventory obsolescence, accrued expenses and whether to accrue for various contingencies. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known. Credit and Concentration Risks A large percentage of the Company’s revenues are derived from a small number of customers for U.S. Military Aviation. There were three customers that represented 75.4 % of total sales, and three customers that represented 73.9 % of total sales for the years ended December 31, 2021 and 2020, respectively. This is set forth in the table below. Percentage of Sales Customer 2021 2020 1 37.2 % 30.4 % 2 25.7 % 30.3 % 3 12.5 % 13.2 % There were three customers that represented 74.7 % of gross accounts receivable and 80.3 % of gross accounts receivable at December 31, 2021 and 2020, respectively. This is set forth in the table below. Percentage of Receivables December December Customer 2021 2020 1 50.3 % 57.1 % 2 12.7 % 12.0 % 3 11.7 % 11.2 % Cash and Cash equivalents During the year, 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. F- 12 Income Taxes The Company accounts for income taxes in accordance with accounting guidance now codified as FASB ASC 740, “Income Taxes,” which requires that the Company recognize deferred tax liabilities and assets based on the differences between the financial statement carrying amounts and the tax bases of assets and liabilities, using enacted tax rates in effect in the years the differences are expected to reverse. The provision for, or benefit from, income taxes includes deferred taxes resulting from the temporary differences in income for financial and tax purposes using the liability method. Such temporary differences result primarily from the differences in the carrying value of assets and liabilities. Future realization of deferred income tax assets requires sufficient taxable income within the carryback, carryforward period available under tax law. We evaluate, on a quarterly basis whether, based on all available evidence, it is probable that the deferred income tax assets are realizable. Valuation allowances are established when it is more likely than not that the tax benefit of the deferred tax asset will not be realized. The evaluation, as prescribed by ASC 740-10, “Income Taxes,” includes the consideration of all available evidence, both positive and negative, regarding historical operating results including recent years with reported losses, the estimated timing of future reversals of existing taxable temporary differences, estimated future taxable income exclusive of reversing temporary differences and carryforwards, and potential tax planning strategies which may be employed to prevent an operating loss or tax credit carryforward from expiring unused. The Company accounts for uncertainties in income taxes under the provisions of FASB ASC 740-10-05 (the “Subtopic”). The Subtopic clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. The Subtopic prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Subtopic provides guidance on the de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Earnings per share Basic earnings per share (“EPS”) is computed by dividing the net income 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. The following is the calculation of income from continuing operations applicable to common stockholders utilized to calculate the numerator for EPS: 2021 2020 Income from continuing operations - Basic $ 1,627,000 $ 1,326,000 Add: Convertible Note Interest for Potential Note Conversion 322,000 499,000 Add: Convertible Note debt discount for Potential Note Conversion - 149,000 Income from continuing operations used to calculate earnings per share - Diluted $ 1,949,000 $ 1,974,000 F- 13 The following is a reconciliation of the denominators of basic and diluted EPS computations for continuing operations: 2021 2020 Weighted average shares outstanding used to compute basic earnings per share 32,049,372 30,742,154 Effect of dilutive stock options and warrants 317,371 1,590,000 Effect of dilutive convertible notes payable 4,057,432 4,414,929 Weighted average shares outstanding and dilutive securities used to compute dilutive earnings per share 36,424,175 36,747,083 Per share amount - basic $ 0.05 $ 0.04 Per share amount - diluted $ 0.05 $ 0.05 The following securities have been excluded from the calculation as the exercise price was greater than the average market price of the common shares: 2021 2020 Stock Options 1,183,500 549,000 Warrants 1,227,211 1,909,902 2,410,711 2,458,902 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 and stock grants at their closing reported market value. Stock compensation expense for employees amounted to $ 443,000 and $ 308,000 for the years ended December 31, 2021 and 2020, respectively. Stock compensation expense for directors amounted to $ 210,000 and $ 211,000 for the years ended December 31, 2021 and 2020, respectively. Stock compensation expenses for employees and directors were included in operating expenses in the accompanying Consolidated Statements of Income. 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 December 31, 2021 and 2020 relates to the acquisition of NTW. The Company accounts for the impairment of goodwill under the provisions of ASU 2011-08 (“ASU 2011-08”), “Intangibles Goodwill and Other (Topic 350): Testing Goodwill for Impairment.” ASU 2011-08 updated the guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company performs impairment testing for goodwill annually, or more frequently when indicators of impairment exist. As discussed above, the Company adopted ASU 2011-08 and performs a qualitative assessment in the fourth quarter of each year to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount. The Company determined that there has been no impairment of goodwill at December 31, 2021 and 2020. Freight Out Freight out is included in operating expenses and amounted to $ 135,000 and $ 91,000 for the years ended December 31, 2021 and 2020, respectively. F- 14 Recently Issued Accounting Pronouncements 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 (effective January 1, 2022 for the Company). The Company does not expect that the adoption of this new accounting guidance will have a material effect on its financial statements. On January 21, 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 effect on its financial statements. 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 is currently assessing the impact ASU 2016-13 will have on its 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 consolidated financial statements. Note 4. ACCOUNTS RECEIVABLE The components of accounts receivable at December 31, are detailed as follows: December 31, 2021 December 31, 2020 Accounts Receivable Gross $ 11,067,000 $ 9,762,000 Allowance for Doubtful Accounts ( 594,000 ) ( 964,000 ) Accounts Receivable Net $ 10,473,000 $ 8,798,000 F- 15 The allowance for doubtful accounts for the years ended December 31, 2021 and 2020 is as follows: Balance at Beginning of Year Charged to Costs and Expenses Deductions from Reserves Balance at End of Year Year ended December 31, 2021 Allowance for Doubtful Accounts $ 964,000 $ 134,000 $ 504,000 $ 594,000 Year ended December 31, 2020 Allowance for Doubtful Accounts $ 859,000 $ 483,000 $ 378,000 $ 964,000 Note 5. INVENTORY The components of inventory at December 31, consisted of the following: December 31, December 31, 2021 2020 Raw Materials $ 3,410,000 $ 3,951,000 Work In Progress 20,926,000 21,933,000 Finished Goods 8,350,000 8,831,000 Reserve ( 3,154,000 ) ( 2,595,000 ) Total Inventory $ 29,532,000 $ 32,120,000 Note 6. PROPERTY AND EQUIPMENT The components of property and equipment at December 31, consisted of the following: December 31, December 31, 2021 2020 Land $ 300,000 $ 300,000 Buildings and Improvements 1,723,000 1,683,000 Machinery and Equipment 22,013,000 21,738,000 Finance Lease Machinery and Equipment 375,000 78,000 Tools and Instruments 12,866,000 12,116,000 Automotive Equipment 200,000 148,000 Furniture and Fixtures 290,000 290,000 Leasehold Improvements 882,000 855,000 Computers and Software 583,000 436,000 Total Property and Equipment 39,232,000 37,644,000 Less: Accumulated Depreciation ( 30,828,000 ) ( 28,063,000 ) Property and Equipment, net $ 8,404,000 $ 9,581,000 Depreciation expense for the years ended December 31, 2021 and 2020 was approximately $ 2,803,000 and $ 2,570,000 , respectively. Assets held under finance 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 $ 36,000 and $ 28,000 as of December 31, 2021 and 2020, respectively. F- 16 Note 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES The components of accounts payable and accrued expenses at December 31, are detailed as follows: December 31, 2021 December 31, 2020 Accounts Payable $ 5,460,000 $ 7,240,000 Accrued Payroll 852,000 663,000 Accrued Interest - related parties - 400,000 Accrued Interest - others - 42,000 Accrued expenses - other 411,000 337,000 Accounts Payable and accrued expenses $ 6,723,000 $ 8,682,000 Note 8. SALE AND LEASEBACK TRANSACTION On October 24, 2006, the Company consummated a Sale - Leaseback Arrangement, whereby the Company sold the buildings and real property located in Bay Shore, New York (the “Bay Shore Property”) for a purchase price of $ 6,200,000 . The Company realized a gain on the sale of $ 1,051,000 of which $ 300,000 was recognized during the year ended December 31, 2006. The remaining $751,000 is being recognized ratably over the remaining term of the twenty - year lease at approximately $38,000 per year. The gain is included in Other Income in the accompanying Consolidated Statements of Income. The unrecognized portion of the gain in the amount of $ 181,000 and $ 219,000 as of December 31, 2021 and 2020, respectively, is classified as Deferred Gain on Sale in the accompanying Consolidated Balance Sheets. The Company accounted for these transactions under the provisions of FASB ASC 840-40, “Leases-Sale-Leaseback Transactions”. Simultaneous with the closing of the sale of the Bay Shore Property, the Company entered into a 20-year triple- net lease (the “Lease”) expiring in September 2026 with the purchaser for the property. Base annual rent is approximately $540,000 for the first five years, $560,000 for the sixth year, and thereafter increases 3% per year. The Lease grants the Company an option to renew the Lease for an additional period of five years. The Company has on deposit with the purchaser $89,000 as security for the performance of its obligations under the Lease. In addition, at December 31, 2021, the Company had on deposit $150,000 with the purchaser as security for the completion of certain repairs and upgrades to the Bay Shore Property. In 2020, the landlord utilized the amounts on deposit to install air conditioning throughout the manufacturing facility. At December 31, 2021, this amount was included in the caption Deferred Finance costs, Net, Deposit and Other Assets in the accompanying Consolidated Balance Sheets. Pursuant to the terms of the Lease, the Company is required to pay all of the costs associated with the operation of the facilities, including, without limitation, insurance, taxes and maintenance. The lease also contains customary representations, warranties, obligations, conditions and indemnification provisions and grants the purchaser customary remedies upon a breach of the lease by the Company, including the right to terminate the Lease and hold the Company liable for any deficiency in future rent. See Note 10 – Operating Lease Liabilities. F- 17 Note 9. NOTES PAYABLE, RELATED PARTY NOTES PAYABLE AND FINANCE LEASE OBLIGATIONS Notes payable, related party notes payable and finance lease obligations consist of the following: December 31, December 31, 2021 2020 Revolving credit note payable to Webster Bank (F/K/A Sterling National Bank) (“Webster”) $ 12,456,000 $ 15,649,000 Term loan, Webster 4,192,000 5,558,000 Finance lease obligations 263,000 6,000 Loans Payable - financed assets 39,000 48,000 Related party notes payable 6,412,000 6,012,000 Subtotal 23,362,000 27,273,000 Less: Current portion of notes payable, related party notes payable and finance lease obligations ( 14,112,000 ) ( 16,475,000 ) Notes payable, related party notes payable and finance lease obligations, net of current portion $ 9,250,000 $ 10,798,000 Webster Bank (F/K/A Sterling National Bank) (“Webster”) On December 31, 2019, the Company entered into a loan facility (“Webster Facility”) with Webster expiring on December 30, 2022. The loan facility originally provided for a $ 16,000,000 revolving loan (“Webster revolving line of credit”) and a term loan (“Webster term loan”). In 2020, the Company entered into the First Amendment to the Loan and Security Agreement (“First Amendment”). The terms of the amendment increased 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. 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. For so long as the Webster term loan remains outstanding, if Excess Cash Flow (as defined) is a positive number for any fiscal year the Company shall pay to Webster an amount equal to the lesser of (i) twenty-five percent (25%) of the Excess Cash Flow for such fiscal year and (ii) the outstanding principal balance of the term loan. Such payment shall be made to Webster and applied to the outstanding principal balance of the term loan, on or prior to the close of the fiscal year immediately following such fiscal year. 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 was payable in three instalments of $186,250 on each of June 15, 2021, June 30, 2021, and September 15, 2021. As of September 30, 2021, the Company paid this in full. Additionally, the Company paid an amendment fee of $ 10,000 . The amount of the Excess Cash Flow for the year ended December 31, 2021 was calculated to be $ 787,000 . This is scheduled to be paid on or about April 15, 2022 per the terms of the Webster Facility. On December 7, 2021, the Company entered in the Third Amendment to the Loan and Security Agreement (“Third Amendment”). The purpose of the amendment was to extend the maturity date of both the Webster revolving line of credit and the Webster term loan by three years, from December 30, 2022 to December 30, 2025. Additionally, the Webster revolving line of credit was increased to $20,000,000 from $16,000,000 and the inventory sublimit for the Webster revolving line of credit was increased to $14,000,000 from $11,000,000. Under the terms of the Third Amendment, the Company is now allowed, subject to certain limitations, to begin amortizing a portion of its subordinated debt. The Company paid an amendment fee of $75,000 pursuant to this amendment which is included in Deferred Financing Costs, Net, Deposits and Other Assets, in the accompanying Consolidated Balance Sheets and is amortized over the term of the loan. F- 18 The terms of the Webster 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 December 31, 2021, and 2020, the Company was in compliance with all loan covenants. The Webster 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 Webster Facility. The aggregate payments for the term note at December 31, 2021 are as follows: For the year ending Amount December 31, 2022 $ 1,599,000 December 31, 2023 812,000 December 31, 2024 812,000 December 31, 2025 969,000 Webster Term Loan payable 4,192,000 Less: debt issuance costs ( 54,000 ) Total Webster Term Loan payable, net of debt issuance costs 4,138,000 Less: Current portion of Webster Term Loan payable ( 1,599,000 ) Total long-term portion of Webster Term Loan payable $ 2,539,000 Under the terms of the Webster Facility, both the Webster revolving line of credit and the Webster term loan bear interest at a rate equal to the sum of a Base Rate plus an Applicable Margin. The Base rate is the greater of (a) 3.5 % and (b) the rate per annum published from time to time in the “Money Rates” table of the Wall Street Journal as the base or prime rate for corporate loans. The Webster credit agreement provides for several alternative rates if in the future the Wall Street Journal no longer publishes a base or prime rate. The Applicable Margin is minus 0.65 %. In both 2021 and 2020 the average interest paid was 3.5 %. As of December 31, 2021, the Company’s debt to Webster in the amount of $ 16,648,000 consisted of the Webster revolving line of credit note in the amount of $ 12,456,000 and the Webster term loan in the amount of $ 4,192,000 . Interest expense for the year ending December 31, 2021 amounted to $ 704,000 for this credit facility. As of December 31, 2020, the Company’s debt to Webster in the amount of $ 21,207,000 consisted of the Webster revolving line of credit note in the amount of $ 15,649,000 and the Webster term loan in the amount of $ 5,558,000 . Interest expense for the year ending December 31, 2020 amounted to $ 586,000 for the Webster facility. Finance Lease Obligations The Company entered into a Finance lease in December of 2021 for the purchase of new manufacturing equipment. The obligation for the Finance lease as of December 31, 2021 is $ 262,000 . The lease has an imputed interest rate of 4.2 % per annum and is payable monthly with the final payment due on December 17, 2026. F- 19 As of December 31, 2021, the aggregate future minimum finance lease payments, including imputed interest are as follows: For the year ending Amount December 31, 2022 $ 58,000 December 31, 2023 58,000 December 31, 2024 58,000 December 31, 2025 58,000 December 31, 2026 59,000 Total future minimum finance lease payments 291,000 Less: imputed interest ( 29,000 ) Less: Current portion ( 48,000 ) Long-term portion $ 214,000 Loans Payable – Financed Assets The Company financed the purchase a delivery vehicle in July 2020. The loan obligation totaled $ 39,000 and $ 48,000 as of December 31, 2021 and 2020, respectively. The loan bears no interest and a final payment is due and payable for all unpaid principal on July 20, 2026. Annual maturities of this loan are as follows: For the year ending Amount December 31, 2022 $ 9,000 December 31, 2023 9,000 December 31, 2024 9,000 December 31, 2025 9,000 Thereafter 3,000 Loans Payable - financed assets 39,000 Less: Current portion ( 9,000 ) Long-term portion $ 30,000 Related Party Notes Payable Taglich Brothers, Inc. is a corporation co-founded by two directors of the Company, Michael and Robert Taglich. 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. At December 31, 2020, related party notes payable totaled $6,012,000 and accrued interest totaled $400,000. 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 Webster Facility, these notes remain subordinate to the Webster Facility and are due on July 1, 2026. Approximately $2,732,000 of the related party subordinated notes can be converted at the option of the holder into Common Stock of the Company at $1.50 per share, while the remaining $2,080,000 of the related party subordinated notes can be converted at the option of the holder into common stock of the Company at $0.93 per share. There are no principal payments due on these notes. Under the terms of the Third Amendment to the Webster Facility, the Company is now allowed, subject to certain limitations, to begin amortizing a portion of this subordinated debt. 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 F- 20 The interest rate on the Convertible Subordinated Notes in the principal amount of $2,732,000 bear interest at a rate of 6%, and in the principal amount of $2,080,000 bear interest at a rate of 7%. The Subordinated Notes in the amount of $1,600,000 bear interest at the rate of 12% . For the years ended December 31, 2021 and 2020, no principal payments have been made on these notes and the principal balances remain unchanged from the table above. Interest expense for the years ended December 31, 2021 and 2020 on all related party notes payable was $ 460,000 and $ 781,000 , respectively. SBA Loans In May 2020, AIM, NTW and Sterling entered into SBA Loans with Webster as the lender in an aggregate principal amount of $2,414,000, which was forgiven by the SBA in December of 2020. Each SBA Loan was evidenced by a Note. Subject to the terms of the Note, the SBA Loans bore interest at a fixed rate of one percent (1%) per annum, with the first six months of interest deferred, had an initial term of two years, and was unsecured and guaranteed by the SBA. At least 60% of the proceeds of each Loan must be used for payroll and payroll-related costs, in accordance with the applicable provisions of the federal statute authorizing the loan program administered by the SBA and the rules promulgated thereunder (the “Loan Program”). In December 2020, the Company was notified that the loans and all interest accrued thereon had been forgiven. The Company elected to treat the SBA Loans as debt under FASB ASC 470. As such, the Company derecognized the liability when the loans were forgiven and the Company was legally released from the loans. Note 10. OPERATING LEASE LIABILITIES 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 six years, some of which include options to extend or terminate the leases. December 31, December 31, 2021 2020 Weighted Average Remaining Lease Term - in years 4.53 5.53 Weighted Average discount rate - % 8.89 % 8.89 % The aggregate undiscounted cash flows of operating lease payments, with remaining terms greater than one year are as follows: Amount December 31, 2022 $ 1,007,000 December 31, 2023 1,038,000 December 31, 2024 1,070,000 December 31, 2025 992,000 December 31, 2026 730,000 Total future minimum lease payments 4,837,000 Less: discount ( 910,000 ) Total operating lease maturities 3,927,000 Less: current portion of operating lease liabilities ( 686,000 ) Total long term portion of operating lease maturities $ 3,241,000 On April 29, 2021 the Company entered into an agreement to surrender 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, 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. NTW’s warehouse lease was terminated in May 2020 by its landlord under the terms of its lease agreement. Additionally, the Company entered into a new lease agreement for warehouse space in Bohemia, NY. The new lease term commenced on April 1, 2020 and expires on May 31, 2025. During the first year of the lease, the monthly rent is $10,964 and increases 3% each year thereafter. The final two months are equal installments of $1,746. Rent expense for the years ended December 31, 2021 and 2020 was $ 1,069,000 and $ 1,173,000 , respectively. F- 21 Note 11. 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 $ 326,000 and $ 402,000 of non-cash income for the years ended December 31, 2021 and 2020, respectively, reflected in “other income, net” on the consolidated statements of income and recorded $ 98,000 and $ 122,000 of related non-cash interest expense related to the Purchase Agreement for the years ended December 31, 2021 and 2020, respectively. The table below shows the activity within the liability account for the years ended December 31, 2021 and 2020: December 31, 2021 December 31, 2020 Liabilities related to sale of future proceeds from disposition of subsidiaries - beginning balance $ 322,000 $ 602,000 Non-Cash other income recognized ( 360,000 ) ( 402,000 ) Non-Cash interest expense recognized 97,000 122,000 Liabilities related to sale of future proceeds from disposition of subsidiary - ending balance 59,000 322,000 Less: unamortized transaction costs ( 3,000 ) ( 3,000 ) Liability related to sale of future proceeds from disposition of subsidiary, net $ 56,000 $ 319,000 Note 12. STOCKHOLDERS’ EQUITY Common Stock – Issuance of Securities In January 2020, the Company issued and sold 419,597 shares of its common stock for gross proceeds of $ 984,000 pursuant to a Form S-3 filed on October 10, 2019 as updated on January 15, 2020. Costs of the sale amounted to $ 145,000 . During the year ended December 31, 2020, the Company issued 1,830,631 shares of common stock to convert third party subordinated debt totaling $ 2,589,000 to equity. During the year ended December 31, 2020, the Company issued 178,405 shares of common stock in payment of director’s fees totaling $ 211,000 . During the year ended December 31, 2021, the Company issued 169,811 shares of common stock in payment of directors’ fees totaling $ 210,000 . During the year ended December 31, 2021, the Company issued 51,224 shares of common stock for the cashless exercise of stock options. During the first quarter of 2022, the Company issued 55,214 shares of common stock in payment of directors’ fees totaling $ 50,000 . F- 22 Note 13. EMPLOYEE BENEFITS PLANS The Company employs both union and non-union employees and maintains several benefit plans. Union Substantially the entire workforce at AIM is subject to a union contract with the United Service Workers Union TUJAT Local 355, EIN 11-1772919 (the “Union”). The Agreement was renewed as of December 31, 2021 and expires on December 31, 2024 and covers all of AIM’s production personnel, of which there are approximately 131 people. AIM is required to make a monthly contribution to each of the Union’s United Welfare Fund and the United Services Worker’s Security Fund. This is the only pension benefit required by the Agreement and the Company is not obligated for any future defined benefit to retirees. The Agreement contains a “no-strike” clause, whereby, during the term of the Agreement, the Union will not strike and AIM will not lockout its employees. Medical benefits for union employees are provided through a policy with Insperity Services, Inc. (“Insperity”), the costs of which are substantially borne by the Company. In addition, the Company is obligated to make contributions for union dues and a security fund (defined contribution plan) for the benefit of each union employee. Contributions to the security fund amounted to $ 147,000 and $ 134,000 for the years ended December 31, 2021 and 2020, respectively. The Company accounts for its Union retirement plan under ASU No. 2011-09, “Compensation - Retirement Benefits-Multiemployer Plans (Subtopic 715-80): Disclosures about an Employer’s Participation in a Multiemployer Plan” (“ASU 2011-09”). ASU 2011-09 requires additional disclosures about an employer’s participation in a multiemployer pension plan. ASU 2011-09 applies to nongovernmental entities that participate in multiemployer plans. The Union’s retirement plan is a defined contribution plan. As such, the Company is not responsible for the obligations of other companies in the Union’s retirement plan and no further disclosures are required. Others All of the Company’s employees are covered under a co-employment agreement with Insperity, a professional employer organization that provides out-sourced human resource services. The Company has a defined contribution plans under Section 401(k) of the Internal Revenue Code (the “Plans”). Pursuant to the Plans, qualified employees may contribute a percentage of their pre-tax eligible compensation to the Plan. The Company does not match any contributions that employees may make to the Plans. Note 14. 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. On October 2, 2018, Contract Pharmacal Corp. (“Contract Pharmacal”) commenced an action, relating to a Sublease entered into between the Company and Contract Pharmacal in May 2018 with respect to the property that was formerly occupied by its subsidiary WMI, at 110 Plant Avenue, Hauppauge, New York. In the action Contract Pharmacal sought damages for an amount 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 Phamacal’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 . Contract Pharmacal filed a Motion to reargue which the Court denied on November 30, 2021. On March 10, 2022, Contract Pharmacal filed an appeal to the Court’s decision with the Appellate Division which the Company will oppose. The Company disputes the validity of the claims asserted by Contract Pharmacal, continues to believe it has a meritorious defense to those claims and intends to dispute the validity of the claim asserted by Contract Pharmacal. On December 20, 2018, the Company completed the sale of all of the outstanding shares of its subsidiary, WMI, to CPI. There ensued a dispute with CPI regarding amounts it claimed were due based upon the value it ascribed to the inventory as of the closing date. On December 23, 2020 the Company and CPI reached an agreement to settle the working capital dispute. Pursuant to the settlement, the escrow agent released to CPI the balance of $ 1,380,684 remaining in the escrow account which had been established at the closing and the Company and CPI exchanged mutual releases customary in the circumstances. F- 23 From time to time the Company may be engaged in various lawsuits and legal proceedings in the ordinary course of business. The Company is currently not aware of any legal proceedings the ultimate outcome of which, in its judgment based on information currently available, would have a material adverse effect on its business, financial condition or operating results. There are no proceedings in which any of the Company’s directors, officers or affiliates, or any registered or beneficial stockholder of its common stock, is an adverse party or has a material interest adverse to our interest. Note 15. INCOME TAXES The provision for (benefit from) income taxes as of December 31, is set forth below: 2021 2020 Current Federal tax refund $ - $ ( 1,416,000 ) State - 4,000 Total (Benefit from) Expense for Income Taxes - ( 1,412,000 ) Net (Benefit from) Provision for Income Taxes $ - $ ( 1,412,000 ) The following is a reconciliation of our income tax rate computed using the federal statutory rate to our actual income tax rate as of December 31, 2021 2020 U.S. statutory income tax rate 21.00 % 21.00 % State taxes 5.10 % - 0.90 % Permanent difference, over accruals, and non-deductible items - 40.40 % 159.65 % Rate change and provision to return true-up 0.00 % 197.34 % Expired stock options 0.00 % 0.00 % Deferred tax valuation allowance 14.30 % - 393.63 % Cares Act Refund 0.00 % 458.76 % Total 0.00 % 442.22 % The components of net deferred tax assets at December 31, 2021 and 2020 are set forth below: December 31, December 31, 2021 2020 Deferred tax assets: Current: Net operation loss $ 6,737,000 $ 6,594,000 Allowance for doubtful accounts 155,000 252,000 Inventory - IRC 263A adjustment 394,000 341,000 Stock based compensation - options and restricted stock 393,000 277,000 Capitalized engineering costs 449,000 336,000 Amortization - NTW Transaction 442,000 495,000 Inventory reserve 824,000 1,250,000 Deferred gain on sale of real estate 47,000 132,000 Accrued Expenses 204,000 158,000 Disallowed interest 1,286,000 1,813,000 Right of Use Asset 235,000 296,000 Other 88,000 - Total non-current deferred tax asset before valuation allowance 11,254,000 11,944,000 Valuation allowance ( 9,628,000 ) ( 9,394,000 ) Total non-current deferred tax asset after valuation allowance 1,626,000 2,550,000 Deferred tax liabilities Property and equipment ( 1,626,000 ) ( 2,150,000 ) Other - ( 400,000 ) Total deferred tax liabilities ( 1,626,000 ) ( 2,550,000 ) Net deferred tax asset $ - $ - F- 24 During the years ended December 31, 2021 and 2020, the Company recorded a valuation allowance equal to its net deferred tax assets. The Company determined that due to a recent history of net losses, that at this time, sufficient uncertainty exists regarding the future realization of these deferred tax assets through future taxable income. If, in the future, the Company believes that it is more likely than not that these deferred tax benefits will be realized, the valuation allowances will be reduced or eliminated. With a full valuation allowance, any change in the deferred tax asset or liability is fully offset by a corresponding change in the valuation allowance. At December 31, 2021 and 2020, the Company provided a valuation allowance on its net deferred tax assets of $ 9,628,000 and $ 9,394,000 , respectively. As of December 31, 2021, the Company had a Federal net operating loss carry forward of approximately $ 29,100,000 , of which $ 22,800,000 expires in years through 2037 and $ 6,300,000 that do not expire. At December 31, 2021 and 2020, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company does not expect that its unrecognized tax benefits will materially increase within the next twelve months. The Company recognizes interest and penalties related to uncertain tax positions in interest expense. As of December 31, 2021, and 2020, the Company has not recorded any provisions for accrued interest and penalties related to uncertain tax positions. In certain cases, the Company’s uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The Company files federal and state income tax returns in jurisdictions with varying statutes of limitations. The 2018 through 2021 tax years generally remain subject to examination by federal and state tax authorities. As a result of the passage of the CARES Act, the Company received $ 1,416,000 from the filing of a net operating loss carryback claim in 2020. The Company is currently evaluating the impact of other provisions of the CARES Act on its accounting for income taxes and does not believe it has a material impact at this time. F- 25 Note 16. STOCK OPTIONS AND WARRANTS Stock-Based Compensation Stock Options In July 2017, the Board of Directors adopted the Company’s 2017 Equity Incentive Plan (“2017 Plan”) which authorized the grant of rights with respect to up to 1,200,000 shares. The 2017 Plan was approved by affirmative vote of the Company’s stockholders on October 3, 2017. During the year ended December 31, 2021, the Company granted options to purchase 847,500 shares of common stock to certain of its employees and directors. The weighted average fair value of the granted options was estimated using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.35 % to 0.83 %; expected volatility factors of 73.2 % to 75.2 %; expected dividend yield of 0 %; and expected life of 2.5 to 4 years. During the year ended December 31, 2020, the Company granted options to purchase 560,000 shares of common stock to certain of its employees and directors. The weighted average fair value of the granted options was estimated using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.22 % to 1.61 %; expected volatility factors of 71.5 % to 75.4 %; expected dividend yield of 0 %; and expected life of 2.5 to 4 years. The Company recorded stock based compensation expense of $ 443,000 and $ 308,000 in its Consolidated Statements of Income for the years ended December 31, 2021 and 2020, respectively, and such amounts were included as a component of general and administrative expense. The fair values of stock options granted were estimated using the Black-Sholes option-pricing model with the following assumptions for the years ended December 31: 2021 2020 Risk-free interest rates 0.35 % - 0.83 % 0.22 % - 1.61 % Expected life (in years) 2.50 - 4.00 2.50 - 4.00 Expected volatility 73.2 % - 75.2 % 71.5 % - 75.4 % Dividend yield 0.00 % 0.00 % Weighted-average grant date fair value per share $ 0.60 $ 0.64 The expected life is the number of years that the Company estimates, based upon history, that the options will be outstanding prior to exercise or forfeiture. Expected life is determined using the “simplified method” permitted by Staff Accounting Bulletin No. 107. In addition to the inputs referenced above regarding the option pricing model, the Company adjusts the stock-based compensation expense for estimated forfeiture rates that are revised prospectively according to forfeiture experience. The stock volatility factor is based on the Company’s experience. F- 26 A summary of the status of the Company’s stock options as of December 31, 2021 and 2020, and changes during the two years then ended are presented below. Wtd. Avg. Exercise Options Price Balance, January 1, 2020 1,369,649 $ 2.01 Granted during the year 560,000 1.20 Exercised during the year - - Terminated/Expired during the year ( 70,649 ) 7.48 Balance, December 31, 2020 1,859,000 $ 1.56 Granted during the year 847,500 1.30 Exercised during the year ( 110,000 ) 1.04 Terminated/Expired during the year ( 128,000 ) 6.17 Balance, December 31, 2021 2,468,500 $ 1.25 Exercisable at December 31, 2021 1,873,496 $ 1.26 The following table summarizes information about outstanding stock options at December 31, 2021: Range of Exercise Price Number Outstanding Wtd. Avg, Life Wtd. Avg. Exercise Price $ 0.88 - $ 2.38 2,468,500 3.3 years $ 1.25 The following table summarizes information about exercisable stock options at December 31, 2021: Range of Exercise Price Number Exercisable Wtd. Avg, Life Wtd. Avg. Exercise Price $ 0.88 - $ 2.38 1,873,496 3.1 years $ 1.26 As of December 31, 2021, there was $ 166,000 of unrecognized compensation cost related to non-vested stock option awards, which is to be recognized over the remaining weighted average vesting period of 0.7 years. The aggregate intrinsic value at December 31, 2021 was based on the Company’s closing stock price of $ 0.91 was approximately $ 12,000 . The aggregate intrinsic value was calculated based on the positive difference between the closing market price of the Company’s Common Stock and the exercise prices of the underlying options. The weighted average fair value of options granted during the years ended December 31, 2021 and 2020 was $ 0.60 and $ 0.64 per share, respectively. The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $ 100,000 and $ 0 , respectively. The total fair value of shares vested during the years ended December 31, 2021 and 2020 was $ 339,000 and $ 237,000 , respectively. Warrants During both the years ended December 31, 2021 and 2020, the Company did not issue any warrants. The following tables summarize the Company’s outstanding warrants as of December 31, 2021 and changes during the two years then ended: Wtd. Avg. Wtd. Avg. Remaining Exercise Contractual Warrants Price Life (years) Balance, January 1, 2020 2,182,902 $ 2.90 2.43 Granted during the year - - - Terminated/Expired during the year - - - Balance, December 31, 2020 2,182,902 $ 2.90 1.43 Granted during the year - - - Terminated/Expired during the year ( 675,691 ) $ 4.47 - Balance, December 31, 2021 1,507,211 $ 2.19 0.75 Exercisable at December 31, 2021 1,507,211 $ 2.19 0.75 F- 27 Note 17. 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. Historically the Company has operated its businesses and reported its results as two separate segments with AIM and NTW comprising the Complex Machining segment (“CMS”) and SEC as the Turbine & Engine Component segment (“TEC”). Our CMS segment specializes in flight critical components including flight controls and landing gear. The TEC segment focuses on manufacturing components for jet engines. Along with its operating subsidiaries, the Company reports the results of our corporate division as an independent segment. In recent years the Company integrated and consolidated the business of AIM and NTW into one facility on Long Island and the operations of our CMS and TEC segments have become increasingly integrated. The Company also made significant capital expenditures and all of our operations now share the same manufacturing facilities and use most, if not all, of the same sales and marketing functions. The Company made these changes to take advantage of the long-term growth opportunities we see in the A&D market. In early fiscal 2022, the Company further changed our management approach and will now make decisions about resources to be allocated and assessing performance based on one integrated business rather than two reporting segments. As such, effective with the first quarter ending March 31, 2022, the Company will present its operations as one reportable operating segment. The accounting policies of each of the segments are the same as those described in Note 3 – Summary of Significant Accounting Policies. Intersegment transfers are recorded at the transferors’ 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 years ended December 31, 2021 and 2020 are as follows: Year Ended December 31, 2021 2020 COMPLEX MACHINING Net Sales $ 52,921,000 $ 44,659,000 Gross Profit 9,780,000 6,493,000 Income before benefit from income taxes 7,146,000 4,965,000 Assets 49,691,000 51,368,000 TURBINE ENGINE COMPONENTS Net Sales 6,018,000 5,438,000 Gross Profit 473,000 19,000 Loss before benefit from income taxes ( 229,000 ) ( 31,000 ) Assets 3,275,000 3,899,000 CORPORATE Net Sales - - Gross Profit - - Loss before benefit from income taxes ( 5,290,000 ) ( 5,020,000 ) Assets 459,000 2,510,000 CONSOLIDATED Net Sales 58,939,000 50,097,000 Gross Profit 10,253,000 6,512,000 Income (Loss) before benefit from income taxes 1,627,000 ( 86,000 ) Benefit from Income Taxes - ( 1,412,000 ) Loss from Discontinued Operations, net of taxes - ( 230,000 ) Net Income 1,627,000 1,096,000 Assets $ 53,425,000 $ 57,777,000 F-28