NOTES TO CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS
Note 1. FORMATION AND BASIS OF PRESENTATION
Organization
Air Industries Group is a Nevada corporation
(“AIRI”). As of and for the three months ending March 31, 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”). The results of Eur-Pac Corporation (“EPC”) and Electronic Connection Corporation (“ECC”)
are included in loss from discontinued operations, since operations ceased on March 31, 2019. See Note 2 for details of discontinued
operations.
Principal Business Activities
The Company through its AIM subsidiary
is primarily engaged in manufacturing aircraft structural parts, and assemblies for prime defense contractors in the aerospace
industry in the United States. NTW is a manufacturer of aerospace components, principally landing gear for F-16 and F-18 fighter
aircraft. Sterling manufactures components and provides services for jet engines and ground-power turbines. The Company’s
customers consist mainly of publicly traded companies in the aerospace industry.
Basis of Presentation
The accompanying unaudited condensed consolidated
financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles for interim
financial information and with Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for
the three months ended March 31, 2020 are not necessarily indicative of the results that may be expected for the year ending December
31, 2020. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated
financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31,
2019, as filed with the Securities and Exchange Commission, from which the accompanying condensed consolidated balance sheet dated
December 31, 2019 was derived.
Reclassifications
Certain account balances in 2019 have been reclassified to conform
to the current period presentation.
Closing of EPC and ECC
Management completed its shut-down plan
of EPC and ECC and has closed related operations during the quarter ending March 31, 2019.
Impact of Covid-19
On March 11, 2020, the World Health Organization
announced that infections caused by the coronavirus disease of 2019 (“COVID-19”) had become pandemic, and on March
13, 2020, the U.S. President announced a national emergency relating to the disease. National, state and local authorities have
adopted various regulations and orders, including mandates on the number of people that may gather in one location and closing
non-essential businesses. To date, the Company has been deemed an essential business and has not curtailed its operations.
The measures adopted by various governments
and agencies, as well as the likelihood that many individuals and businesses will voluntarily shut down or self-quarantine, are
expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration. The effectiveness
of economic stabilization efforts which may be adopted by governments is uncertain. The likely overall economic impact of the COVID-19
pandemic will be highly negative to the general economy.
In accordance with the Department of Defense
guidance issued in March 2020 designating the Defense Industrial Base as a critical infrastructure workforce, the Company’s
facilities have continued to operate in support of essential products and services required to meet national security commitments
to the U.S. government and the U.S. military, however, facility closures or work slowdowns or temporary stoppages could occur.
Although the Company’s facilities are open, we have been unable to operate at full capacity or achieve high levels of productivity
due to the implementation of enhanced safety procedures and increased employee absenteeism.
Financial impacts related to COVID-19,
including actions and costs in response to the pandemic, were not material to the Company’s first quarter 2020 financial
position, results of operations or cash flows. Going forward, the Company currently expects the COVID–19 crisis to result
in a reduction to 2020 revenue and operating margins in portions of its business driven primarily by supplier disruption, changes
in employee productivity, and related program delays or challenges. The Company and its employees, suppliers, customers and its
global community are facing tremendous challenges and the Company cannot predict how this dynamic situation will evolve or the
impact it will have.
The Company has implemented procedures
to promote employee safety including more frequent and enhanced cleaning and adjusted schedules and work flows to support physical
distancing. These actions will result in increased operating costs. In addition, a number of the Company’s suppliers and customers
have suspended or otherwise reduced their operations, and the Company is experiencing some supply chain shortages. Suppliers are
also experiencing liquidity pressures and disruptions to their operations as a result of COVID-19. The Company also has large numbers
of employees working from home.
On March 27, 2020, the Coronavirus Aid,
Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides aid to small businesses
through programs administered by the Small Business Administration (“SBA”). The CARES Act includes, among other things,
includes provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax
credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also established
a Paycheck Protection Program (“PPP”), whereby certain small businesses are eligible for a loan to fund payroll expenses,
rent, and related costs.
In May 2020, AIM, NTW and Sterling (each a
“Borrower”) entered into government subsidized loans with Sterling National Bank (“SNB”) as the lender
in an aggregate principal amount of $2.4 million (“SBA Loans”). Each SBA Loan is evidenced by a promissory note (“Note”).
Subject to the terms of the Note, the SBA Loan bears interest at a fixed rate of one percent (1%) per annum, with the first six
months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the SBA. At least 75% 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”).
The Borrower may apply to SNB for forgiveness of a portion of the SBA Loan in accordance the applicable provisions of the federal
statute authorizing the Loan Program. Each Note provides for customary events of default including, among other things, cross-defaults
on any other loan with SNB. Each SBA Loan may be accelerated upon the occurrence of an event of default.
In addition, as a result of the passage
of the CARES Act, the Company filed a net operating loss carryback claim in the amount of $1,416,000. See Note 10.
We believe the Company will have enough
cash on hand to support the Company’s activities at least through June 1, 2021.
Subsequent Events
Management has evaluated subsequent events
through the date of this filing.
Note 2. DISCONTINUED OPERATIONS
As discussed in Note 1, the Company disposed
of its EPC and ECC subsidiaries in March 2019. As required, the Company has retrospectively recast its condensed consolidated statements
of operations for the 2019 period presented. As such, these businesses are reported as discontinued operations for the three months
ended March 31, 2019. The Company has not segregated the cash flows of these businesses in the condensed consolidated statements
of cash flows. Management was also required to make certain assumptions and apply judgment to determine historical expenses related
to the discontinued operations presented in prior periods. Unless noted otherwise, discussion in the Notes to Condensed Consolidated
Financial Statements refers to the Company’s continuing operations.
The following table presents the results
of discontinued operations presented separately in the condensed consolidated statement of operations for the three months ended
March 31, 2019:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2019
|
|
|
|
(unaudited)
|
|
Net revenue
|
|
$
|
132,000
|
|
Cost of goods sold
|
|
|
105,000
|
|
Gross profit
|
|
|
27,000
|
|
Operating expenses:
|
|
|
|
|
Selling, general and administrative
|
|
|
96,000
|
|
Gain on impairment of assets
|
|
|
41,000
|
|
Total operating loss
|
|
|
(28,000
|
)
|
Interest expense
|
|
|
(1,000
|
)
|
Other income
|
|
|
101,000
|
|
Income from discontinued operations before income taxes
|
|
|
72,000
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
-
|
|
Income from discontinued operations, net of income tax
|
|
$
|
72,000
|
|
Non-cash operating amounts for discontinued
operations for the three months ended March 31, 2019 include depreciation and amortization of $6,000. The Company did not incur
any capital expenditures for discontinued operations for the three months ended March 31, 2019. There were no other significant
non-cash operating amounts or investing items of the discontinued operations for the period.
Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Inventory Valuation
For annual periods, the Company values
inventory at the lower of cost on a first-in-first-out basis or estimated net realizable value. The Company does not take physical
inventories at interim quarterly reporting periods. As such, substantially all of the inventory value at March 31, 2020 and 2019
has been estimated using a gross profit percentage based on historical gross profit percentages of previous periods as applied
to the net sales of the current period, as management believes that the gross profit percentage on these items are materially consistent
from period to period. The remainder of the inventory value at March 31, 2020 and 2019 is estimated based on the Company’s
standard cost perpetual inventory system, as management believes the perpetual system computed value for these items provides a
better estimate of value for that inventory. Adjustments to reconcile the annual physical inventory to the Company’s books
are treated as changes in accounting estimates and are recorded in the fourth quarter.
Credit and Concentration Risks
Net Sales and Accounts Receivable
There were three customers that represented
79.9% and 73.8% of total net sales for the three months ended March 31, 2020 and 2019, respectively. This is set forth in the table
below.
Customer
|
|
Percentage of Sales
|
|
|
|
March 31, 2020
|
|
|
March 31, 2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
1
|
|
|
36.20
|
|
|
|
28.80
|
|
2
|
|
|
31.50
|
|
|
|
31.40
|
|
3
|
|
|
12.20
|
|
|
|
*
|
|
4
|
|
|
*
|
|
|
|
13.60
|
|
* Customer was less than 10% of total net sales for the three
months ended March 31, 2020 and 2019, respectively.
There were two customers that represented 60.0% of gross accounts
receivable at March 31, 2020 and three customers that represented 67.8% of gross accounts receivable at December 31, 2019, respectively.
This is set forth in the table below.
Customer
|
|
Percentage of Receivables
|
|
|
|
March 31, 2020
|
|
|
December 31, 2019
|
|
|
|
(Unaudited)
|
|
|
|
|
1
|
|
|
43.60
|
|
|
|
32.70
|
|
2
|
|
|
16.40
|
|
|
|
25.10
|
|
3
|
|
|
*
|
|
|
|
10.00
|
|
* Customer was less than 10% of Gross Accounts Receivable at
March 31, 2020.
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.
Leases
The Company accounts for leases under ASC 842,
“Leases”. All leases are required to be recorded on the balance sheet and are classified as either operating leases
or finance leases. The lease classification affects the expense recognition in the income statement. Operating lease charges are
recorded entirely in operating expenses. Finance lease charges are split, where amortization of the right-of- use asset is recorded
in operating expenses and an implied interest component is recorded in interest expense.
Earnings (Loss) per share
Basic earnings (loss) per share (“EPS”)
is computed by dividing the net income (loss) applicable to common stockholders by the weighted-average number of shares of common
stock outstanding for the period.
For purposes of calculating diluted earnings
per common share, the numerator includes net income plus interest on convertible notes payable assumed converted as of the first
day of the period. The denominator includes both the weighted-average number of shares of common stock outstanding during the period
and the number of common stock equivalents if the inclusion of such common stock equivalents is dilutive. Dilutive common stock
equivalents potentially include stock options and warrants using the treasury stock method and convertible notes payable using
the if-converted method.
The following is the calculation of net
income (loss) applicable to common stockholders utilized to calculate EPS:
|
|
Three Months Ended
|
|
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Net Income (loss) per statement of operations
|
|
$
|
1,058,000
|
|
|
$
|
(923,000
|
)
|
Add: Convertible Note Interest for Potential Note Conversion
|
|
|
170,000
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) used to calculate earnings per share
|
|
$
|
1,228,000
|
|
|
$
|
(923,000
|
)
|
The following is a reconciliation of the
denominators of basic and diluted earnings per share computations:
|
|
Three Months Ended
|
|
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Weighted average shares outstanding used to compute basic earnings per share
|
|
|
30,380,234
|
|
|
|
28,601,390
|
|
Effect of dilutive stock options and warrants
|
|
|
1,137,769
|
|
|
|
-
|
|
Effect of dilutive convertible notes payable
|
|
|
5,003,451
|
|
|
|
-
|
|
Weighted average shares outstanding and dilutive securities
|
|
|
|
|
|
|
|
|
used to compute dilutive earnings per share
|
|
|
36,521,454
|
|
|
|
28,601,390
|
|
The following securities have been excluded
from the calculation as the exercise price was greater than the average market price of the common shares:
|
|
Three Months Ended
|
|
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
Stock Options
|
|
|
234,000
|
|
|
|
861,000
|
|
Warrants
|
|
|
1,423,000
|
|
|
|
2,240,000
|
|
|
|
|
1,657,000
|
|
|
|
3,101,000
|
|
The following securities have been excluded
from the calculation even though the exercise price was less than the average market price of the common shares because the effect
of including these potential shares was anti-dilutive due to the net loss incurred during that period:
|
|
Three Months Ended
|
|
|
|
March 31,
2020
|
|
|
March 31,
2019
|
|
|
|
(Unaudited)
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Stock Options
|
|
|
-
|
|
|
|
500,000
|
|
Warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
|
-
|
|
|
|
500,000
|
|
Stock-Based Compensation
The Company accounts for stock-based compensation
in accordance with FASB ASC 718, “Compensation – Stock Compensation.” Under the fair value recognition provision
of the ASC, stock-based compensation cost is estimated at the grant date based on the fair value of the award. The Company estimates
the fair value of stock options and warrants granted using the Black-Scholes-Merton option pricing model. Stock based compensation
expense for employees amounted to $140,000 and $233,000 for the three months ended March 31, 2020 and 2019, respectively. Stock
compensation expense for directors amounted to $55,000 and $131,000 for the three months ended March 31, 2020 and 2019, respectively.
Stock compensation expenses for employees and directors were included in operating expenses on the accompanying Condensed 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 both March 31,
2020 and December 31, 2019 relates to the acquisition of NTW.
Goodwill is not amortized, but is tested
at least annually for impairment, or if circumstances occur that more likely than not reduce the fair value of the reporting unit
below its carrying amount.
The COVID-19 pandemic was a triggering
event for testing whether goodwill has been impaired. The goodwill amounted to $163,000 at March 31, 2020. The Company performed
a qualitative assessment and determined it is not more likely than not that the fair value was less than their carrying values
as of March 31, 2020. We will continue to monitor the impacts of the COVID-19 pandemic in future quarters. Changes in our forecasts
or further decreases in the value of our common stock could cause book values to exceed fair values which may result in goodwill
impairment charges in future periods.
The Company has determined that there has
been no impairment of goodwill at March 31, 2020 and 2019.
Recently Issued Accounting Pronouncements
In December 2019, the FASB issued 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. This guidance is effective for
fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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. PROPERTY AND EQUIPMENT
The components of property and equipment
at March 31, 2020 and December 31, 2019 consisted of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
(unaudited)
|
|
|
|
|
|
|
Land
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
|
|
Buildings and Improvements
|
|
|
1,659,000
|
|
|
|
1,650,000
|
|
|
31.50 years
|
Machinery and Equipment
|
|
|
12,264,000
|
|
|
|
12,251,000
|
|
|
5 - 8 years
|
Finance Lease Machinery and Equipment
|
|
|
6,495,000
|
|
|
|
6,495,000
|
|
|
5 - 8 years
|
Tools and Instruments
|
|
|
11,219,000
|
|
|
|
11,021,000
|
|
|
1.50 - 7 years
|
Automotive Equipment
|
|
|
148,000
|
|
|
|
177,000
|
|
|
5 years
|
Furniture and Fixtures
|
|
|
290,000
|
|
|
|
290,000
|
|
|
5 - 8 years
|
Leasehold Improvements
|
|
|
530,000
|
|
|
|
530,000
|
|
|
Term of Lease
|
Computers and Software
|
|
|
428,000
|
|
|
|
425,000
|
|
|
4 - 6 years
|
Total Property and Equipment
|
|
|
33,333,000
|
|
|
|
33,139,000
|
|
|
|
Less: Accumulated Depreciation
|
|
|
(26,203,000
|
)
|
|
|
(25,561,000
|
)
|
|
|
Property and Equipment, net
|
|
$
|
7,130,000
|
|
|
$
|
7,578,000
|
|
|
|
Depreciation expense for the three months
ended March 31, 2020 and 2019 was approximately $656,000 and $660,000, 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 2020 and 2019. Accumulated depreciation on these assets was approximately
$6,156,000 and $5,936,000 as of March 31, 2020 and December 31, 2019, respectively.
Note 5. LEASES
The Company has operating and finance leases
for leased office and manufacturing facilities and equipment leases. The Company leases certain machinery and equipment under finance
leases and leases its offices and manufacturing facilities under operating leases. The leases have remaining lease terms of one
to six years, some of which include options to extend or terminate the leases.
|
|
March 31,
|
|
|
|
2020
|
|
Weighted Average Remaining Lease Term - in years
|
|
|
6.11
|
|
Weighted Average discount rate - %
|
|
|
9.50
|
%
|
The aggregate undiscounted cash flows of operating lease payments,
with remaining terms greater than one year are as follows:
|
|
Amount
|
|
For the twelve months ended
|
|
(unaudited)
|
|
December 31, 2020 (remaining nine months)
|
|
$
|
854,000
|
|
December 31, 2021
|
|
|
1,118,000
|
|
December 31, 2022
|
|
|
868,000
|
|
December 31, 2023
|
|
|
895,000
|
|
December 31, 2024
|
|
|
923,000
|
|
Thereafter
|
|
|
1,681,000
|
|
Total future minimum lease payments
|
|
|
6,339,000
|
|
Less: discount
|
|
|
(1,574,000
|
)
|
Total operating lease maturities
|
|
|
4,765,000
|
|
Less: current portion of operating lease liabilities
|
|
|
(722,000
|
)
|
Total long term portion of operating lease maturities
|
|
$
|
4,043,000
|
|
Note 6. NOTES PAYABLE, RELATED PARTY
NOTES PAYABLE AND FINANCE LEASE OBLIGATIONS
Notes payable, related party notes payable
and finance lease obligations consist of the following:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(unaudited)
|
|
|
|
|
Revolving credit note payable to Sterling National Bank (“SNB”)
|
|
$
|
13,577,000
|
|
|
$
|
12,543,000
|
|
Term loan, SNB
|
|
|
3,645,000
|
|
|
|
3,800,000
|
|
Finance lease obligations
|
|
|
15,000
|
|
|
|
22,000
|
|
Loan Payable - financed asset
|
|
|
313,000
|
|
|
|
385,000
|
|
Related party notes payable, net of debt discount
|
|
|
5,923,000
|
|
|
|
6,862,000
|
|
Convertible notes payable-third parties, net of debt discount
|
|
|
1,437,000
|
|
|
|
2,338,000
|
|
Subtotal
|
|
|
24,910,000
|
|
|
|
25,950,000
|
|
Less: Current portion of notes payable and finance lease obligations
|
|
|
(8,178,000
|
)
|
|
|
(10,001,000
|
)
|
Notes payable, related party notes payable and finance lease obligations, net of current portion
|
|
$
|
16,732,000
|
|
|
$
|
15,949,000
|
|
Sterling National Bank (“SNB”)
On December 31, 2019, the Company entered
into a new loan facility (“SNB Facility”) with Sterling National Bank, (“SNB”) expiring on December 30,
2022. The new Loan Facility provides for a $16,000,000 revolving loan (“SNB revolving line of credit”) and a term loan
(“SNB term loan”) with a balance of $3,800,000 at December 31, 2019.
Proceeds from the SNB Facility repaid our
outstanding loan facility (“PNC Facility”) with PNC Bank N.A. (“PNC”).
The formula to determine the amounts of revolving
advances permitted to be borrowed under the SNB revolving line of credit is based on a percentage of the Company’s eligible
receivables and eligible inventory (as defined in the SNB Facility). Each day, the Company’s cash collections are swept directly
by SNB to reduce the SNB revolving loan balance and the Company then borrows according to a borrowing base formula. The Company’s
receivables are payable directly into a lockbox controlled by SNB (subject to the terms of the SNB Facility).
The repayment terms of the SNB term loan
provide for monthly principal installments in the amount of $45,238, payable on the first business day of each month, beginning
on February 1, 2020, with a final payment of any unpaid balance of principal and interest payable on December 30, 2022. In addition,
for so long as the SNB term loan remains outstanding, if Excess Cash Flow (as defined) is a positive number for any fiscal year,
beginning with the year ending December 31, 2020, the Company shall pay to SNB 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 SNB and applied to the outstanding principal balance of the term loan, on or prior to April 15 of the Fiscal Year
immediately following such Fiscal Year.
The Company may voluntarily prepay balances
under the SNB Facility. Any prepayment of less than all of the outstanding principal of the SNB term loan is applied to the principal
of the SNB term loan.
The terms of the SNB Facility require that,
among other things, the Company maintain a specified Fixed Charge Coverage Ratio of 1.25 to 1.00 at the end of each Fiscal Quarter
beginning with the Fiscal Quarter ending March 31, 2020. In addition, the Company is limited in the amount of Capital Expenditures
it can make. As of March 31, 2020 the Company was in compliance with all loan covenants. The SNB Facility also restricts the amount
of dividends the Company may pay to its stockholders. Substantially all of the Company’s assets are pledged as collateral
under the SNB Facility.
As of March 31, 2020 the future minimum
principal payments for the SNB term loan are as follows:
For the twelve months ending
|
|
Amount
|
|
December 31, 2020 (remainder of the year)
|
|
$
|
406,000
|
|
December 31, 2021
|
|
|
543,000
|
|
December 31, 2022
|
|
|
2,760,000
|
|
SNB Term Loan payable
|
|
|
3,709,000
|
|
Less: debt issuance costs
|
|
|
(64,000
|
)
|
Total SNB Term Loan payable, net of debt issuance costs
|
|
|
3,645,000
|
|
Less: Current portion
|
|
|
543,000
|
|
Long-term portion
|
|
$
|
3,102,000
|
|
Under the terms of the SNB Facility, both
the SNB revolving line of credit and the SNB term loan will bear an interest rate equal to 30-day LIBOR, (with a 1% floor),
plus 2.5%. The average interest rate charged during the period ended March 31, 2020 was 4.0%.
As of March 31, 2020, our debt to SNB in
the amount of $17,222,000 consisted of the SNB revolving line of credit note in the amount of $13,577,000 and the SNB term loan
in the amount of $3,645,000. As of December 31, 2019, our debt to SNB in the amount of $16,343,000 consisted of the SNB revolving
line of credit note in the amount of $12,543,000 and the SNB term loan in the amount of $3,800,000.
Interest expense related to the SNB Facility
amounted to approximately $120,000 for the three months ended March 31, 2020.
PNC Bank N.A. (“PNC”)
The Company previously maintained the PNC
Facility. Under the PNC Facility, substantially all of the Company’s assets were pledged as collateral. The PNC Facility
provided for a $15,000,000 revolving line of credit (“PNC revolving line of credit”) and a term loan (“PNC term
loan”).
Interest expense related to the PNC Facility
amounted to approximately $512,000 for the three months ended March 31, 2019.
On December 31, 2019, both the PNC revolving
line of credit and PNC term loan were paid in full and all assets that were previously pledged as collateral were released.
Loan Payable – Financed Asset
The Company is committed to a loan for
manufacturing equipment purchased during 2019. The loan payable obligation totaled $313,000 and $385,000 as of March 31, 2020 and
December 31, 2019, respectively. The loan bears interest at 3% per annum.
The future minimum loan payments, are as
follows:
For the twelve months ending
|
|
Amount
|
|
December 31, 2020 (remainder of the year)
|
|
$
|
216,000
|
|
December 31, 2021
|
|
|
97,000
|
|
Loan Payable - Financed Asset
|
|
|
313,000
|
|
Less: Current portion
|
|
|
(289,000
|
)
|
Long-term portion
|
|
$
|
24,000
|
|
Related Party Notes Payable
Taglich Brothers, Inc. is a corporation
co-founded by two directors of the Company, Michael and Robert Taglich. In addition, a third director of the Company is a vice
president of Taglich Brothers, Inc.
Taglich Brothers, Inc. has acted as placement
agent for various debt and equity financing transactions and has received cash and equity compensation for its services.
On January 15, 2019, the Company issued
its 7% senior subordinated convertible promissory notes due December 31, 2020, each in the principal amount of $1,000,000 (together,
the “7% Notes”), to Michael Taglich and Robert Taglich, each for a purchase price of $1,000,000. The 7% Notes bear
interest at the rate of 7% per annum, are convertible into shares of the Company’s common stock at a conversion price of
$0.93 per share, subject to the anti-dilution adjustments set forth in the 7% Notes and are subordinate to the Company’s
indebtedness under the SNB Facility.
In connection with the 7% Notes, the Company
paid Taglich Brothers, Inc. a fee of $80,000 (4% of the purchase price of the 7% Notes), paid in the form of a promissory note
having terms substantially identical to the 7% Notes.
On June 26, 2019, the Company was advanced
$250,000 from each of Michael and Robert Taglich. These notes bear interest at a rate of 12% per annum. In connection with these
notes, the Company issued 37,500 shares of stock to each of Michael and Robert Taglich. The maturity date of these notes was June
30, 2020 but have been extended to December 31, 2020.
On October 21, 2019, the Company was advanced
$1,000,000 from Michael Taglich. This advance was repaid on January 2, 2020. The interest rate on this advance was 12% per annum.
Private Placement of Subordinated Notes
due May 31, 2019, together with Shares of Common Stock
On March 29, 2018 and April 4, 2018, Michael
Taglich and Robert Taglich advanced $1,000,000 and $100,000, respectively, to the Company for use as working capital. The Company
subsequently issued its Subordinated Notes originally due May 31, 2019 to Michael Taglich and Robert Taglich, together with shares
of common stock, in the financing described below, to evidence its obligation to repay the foregoing advances.
In May 2018, the Company issued $1,200,000
of Subordinated Notes due May 31, 2019 (the “2019 Notes”), together with a total of 214,762 shares of common stock
to Michael Taglich, Robert Taglich and another accredited investor. As part of the financing, the Company issued to Michael Taglich
$1,000,000 principal amount of 2019 Notes and 178,571 shares of common stock for a purchase price of $1,000,000 and to Robert Taglich
$100,000 principal amount of 2019 Notes and 17,857 shares of common stock. The Company issued and sold a 2019 Note in the principal
amount of $100,000, plus 18,334 shares of common stock to the other accredited investor for a purchase price of $100,000. This
additional note was paid in full on January 2, 2020.
Interest on the 2019 Notes is payable on
the outstanding principal amount thereof at the rate of one percent (1%) per month, payable monthly commencing June 30, 2018. Upon
the occurrence and continuation of a failure to pay accrued interest, interest shall accrue and be payable on such amount at the
rate of 1.25% per month; provided that upon the occurrence and continuation of a failure to timely pay the principal amount of
the 2019 Note, interest shall accrue and be payable on such principal amount at the rate of 1.25% per month and shall no longer
be payable on interest accrued but unpaid. The 2019 Notes are subordinate to the Company’s obligations to SNB.
Taglich Brothers acted as placement agent
for the offering and received a commission in the aggregate amount of 4% of the amount invested which was paid in kind.
During the second quarter of 2019, the
maturity date of the 2019 Notes was extended to June 30, 2020. The interest rate of the notes remains at 12% per annum. In connection
with the extension, 180,000 shares of common stock were issued on a pro-rata basis to each of the note holders, including 150,000
shares to Michael Taglich and 15,000 shares to Robert Taglich at $1.01 per share or $182,000. The costs have been recorded as a
debt discount, and are being accreted over the revised term. In connection with the SNB Loan facility, Michael and Robert Taglich
agreed to extend the maturity date of the 2019 Notes to December 31, 2020.
Private Placements of 8% Subordinated
Convertible Notes
From November 23, 2016 through March 21,
2017, the Company received gross proceeds of $4,775,000, of which $1,950,000 were received from Robert and Michael Taglich, from
the sale of an equal principal amount of our 8% Subordinated Convertible Notes (the “8% Notes”), together with warrants
to purchase a total of 383,080 shares of our common stock, in private placement transactions with accredited investors (the “8%
Note Offerings”). In connection with the offering of the 8% Notes, the Company issued 8% Notes in the aggregate principal
amount of $382,000 to Taglich Brothers, Inc., placement agent for the 8% Note Offerings, in lieu of payment of cash compensation
for sales commissions, together with warrants to purchase a total of 180,977 shares of our common stock. Payment of the principal
and accrued interest on the 8% Notes are junior and subordinate in right of payment to our indebtedness under the SNB Facility.
Interest on the 8% Notes is payable on
the outstanding principal amount thereof at the annual rate of 8%, payable quarterly commencing February 28, 2017, in cash, or
at our option, in additional 8% Notes, provided that if accrued interest payable on $1,269,000 principal amount of the 8% Notes
issued in December 2016 is paid in additional 8% Notes, interest for that quarterly interest payment shall be calculated at the
rate of 12% per annum. Upon the occurrence and continuation of an event of default, interest shall accrue at the rate of 12% per
annum.
Related party advances and notes payable,
net of debt discounts to Michael and Robert Taglich, and their affiliated entities, totaled $5,923,000 and $6,862,000, as of March
31, 2020 and December 31, 2019, respectively. Unamortized debt discounts related to these notes amounted to $153,000 and $226,000
as of March 31, 2020 and December 31, 2019, respectively. Interest incurred on these related party notes amounted to approximately
$128,000 and $130,000 for the three months ended March 31, 2020 and 2019, respectively. Amortization of debt discount incurred
on these related party notes amounted to approximately $73,000 and $130,000 for the three months ended March 31, 2020 and 2019.
The amortization of the debt discount is included in interest and financing costs in the Condensed Consolidated Statement of Operations.
All related party notes are due on December 31, 2020. There
are no principal payments due on these notes until such time.
Convertible Notes Payable – Third
Parties
In January 2020, the third party holders
of $805,000 principal of the 8% Notes with accrued interest thereon of $80,000 converted their notes into approximately 590,243
shares of common stock at a per share price of $1.50.
8% Notes payable to third parties totaled $1,437,000
and $2,338,000, as of March 31, 2020 and December 31, 2019, respectively. Interest incurred on the 8% Notes amounted to approximately
$42,000 and $40,000 for the three months ended March 31, 2020 and 2019, respectively. Unamortized debt discounts related to these
notes amounted to $3,000 and $7,000 as of March 31, 2020 and December 31, 2019, respectively. Amortization of debt discount on
the 8% Notes amounted to approximately $4,000 and $120,000 for the three months ended March 31, 2020 and 2019, respectively. These
costs are included in interest and financing costs in the Condensed Consolidated Statement of Operations.
All convertible notes with third parties
are due on December 31, 2020. There are no principal payments due on these notes until such time.
NOTE 7. 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”).
As of December 31, 2018, the Company received
an aggregate of $363,000 under the Meyer Agreement.
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 their 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 Purchasers have agreed to pay Taglich
Brothers, Inc. a fee equal to 2% per annum of the purchase price paid by such Purchasers, payable quarterly, to be deducted from
the payments of the Remaining Amount, for acting as paying agent in connection with the payments from Meyer.
Although the Company sold all of its rights
to retain the Remaining Amount, as a result of its obligation to the Purchasers, the Company is required to account for the Remaining
Amount or portion thereof as income when earned. The Company recorded the $800,000 in proceeds as a liability on its condensed
consolidated balance sheet, net of transaction costs of $3,000. Transaction costs will be amortized to interest expense over the
estimated life of the Purchase Agreement.
As payments are remitted to the Purchasers,
the balance of the recorded liability will be effectively repaid over the life of the Purchase Agreement. To determine the amortization
of the recorded liability, the Company is required to estimate the total amount of future payment to be received by the Purchasers.
The Company estimates that the entire Remaining Amount will be received, and accordingly, the Remaining Amount less the $800,000
purchase price received (the “Discount”) will be amortized into the liability balance and recorded as interest expense.
The Discount will be amortized through the earliest date that the purchasers can exercise their Put Right, using the straight line
method (which is not materially different than the effective interest method) over the estimated life of the Purchase Agreement
with the Purchasers. Periodically the Company will assess the estimated payments to be made to the Purchasers related to the Meyer
Agreement, and to the extent the amount or timing of the payments is materially different from their original estimates, the Company
will prospectively adjust the amortization of the liability. The amount or timing of the payments from Meyer are not within the
Company’s control. Since the inception of the Purchase Agreement, the Company estimates the effective annual interest rate
over the life of the agreement to be approximately 18%.
The liability is classified between the
current and non-current portion of liability related to sale of future proceeds from disposition of subsidiary based on the estimated
recognition of the payments to be received by the purchasers in the next 12 months from the financial statements reporting date.
The Company recognized $92,000 and $109,000
of non-cash income reflected in “other income, net” on the condensed consolidated statement of operations and recorded
$28,000 and $33,000 of related non-cash interest expense related to the Purchase Agreement, for the three months ended March 31,
2020 and 2019, respectively.
The table below shows the activity within
the liability account for the three months ended March 31, 2020:
Liabilities related to sale of future proceeds from disposition of subsidiaries - as of December 31, 2019
|
|
$
|
602,000
|
|
Non-Cash other income recognized
|
|
|
(92,000
|
)
|
Non-Cash interest expense recognized
|
|
|
28,000
|
|
Liabilities related to sale of future proceeds from disposition of subsidiary - as of March 31, 2020
|
|
|
538,000
|
|
Less: unamortized transaction costs
|
|
|
(3,000
|
)
|
Liability related to sale of future proceeds from disposition of
subsidiary, net
|
|
$
|
535,000
|
|
Note 8. STOCKHOLDERS’ EQUITY
Common Stock – Sale of Securities
In January 2020, we issued and sold 419,597
shares of our common stock for gross proceeds of $984,000 pursuant to our Form S-3 filed on October 10, 2019 as updated on January
15, 2020. Costs of the sale amounted to $145,000.
The Company issued 43,771 and 147,830 shares
of common stock in lieu of cash payments for director fees for the three months ended March 31, 2020 and 2019, respectively.
Note 9. 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 December 20, 2018, pursuant to a Stock
Purchase Agreement dated as of March 21, 2018 (“SPA”), the Company completed the sale of all of the outstanding shares
of its subsidiary, Welding Metallurgy, Inc. to CPI Aerostructures. On March 19, 2019, in accordance with the procedures set forth
in the SPA with CPI Aerostructures, the Company received a notice from CPI claiming that the working capital deficit used to compute
the purchase price was understated. The issue of the amount of the working capital deficit was submitted to BDO USA, LLP (“BDO”),
acting as an expert, and it issued a report dated September 3, 2019, where it determined that the amount of the working capital
deficit was approximately $4,145,870. On September 9, 2019 the Company received a demand from CPI for payment of such amount. The
Company advised CPI that the determination of BDO is void because, among other things, it believes BDO exceeded the scope of its
authority as set forth in the SPA. On September 27, 2019, CPI filed a notice of motion in the Supreme Court of the State of New
York, County of New York, against the Company seeking, among other things, an order of specific performance requiring delivery
of the funds deposited in escrow, together with the balance of the working capital deficit which it claimed, and a judgment against
the Company in the amount of approximately $4,200,000 of which $2,000,000 would be satisfied by delivery of the funds in escrow.
On October 7, 2019, the Company agreed to the release of $619,316 of the funds held in escrow in respect of claims related to the
working capital deficit not related to the value of WMI’s inventory. As of December 31, 2018, the Company has placed a reserve
against substantially all of the escrowed amount and cannot estimate the amount of loss. For, among others, the reasons stated
above the Company intends to contest vigorously any claim CPI may make for payment based on the BDO Report. Outside counsel for
the company has advised that at this stage in the proceedings, it cannot offer an opinion as to the probable outcome. As of March
31, 2020, there has been no new developments.
Contract Pharmacal Corp. commenced an action
on October 2, 2018, relating to a Sublease entered into between the Company and Contract Pharmacal in May 2018 with respect to
the property at 110 Plant Avenue, Hauppauge, New York. In the action Contract Pharmacal seeks damages for an amount in excess of
$1,000,000 for our failure to make the entire premises available by the Sublease commencement date. The Company disputes the validity
of the claims asserted by Contract Pharmacal and believes it has meritorious defenses to those claims and have recently submitted
a motion in opposition to its motion for summary judgement. As of March 31, 2020, it is not possible to estimate if a loss will
be incurred, as such there has been no accrual.
From time to time we also may be engaged
in various lawsuits and legal proceedings in the ordinary course of our business. We are currently not aware of any legal proceedings
the ultimate outcome of which, in our judgment based on information currently available, would have a material adverse effect on
our business, financial condition or operating results. There are no proceedings in which any of our directors, officers or affiliates,
or any registered or beneficial stockholder of our common stock, is an adverse party or has a material interest averse to our interest.
Note 10. INCOME TAXES
The Company recorded no income tax expense
for the three months ended March 31, 2020 and 2019 because the estimated annual effective tax rate was zero. In determining the
estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s
annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the
ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.
As a result of the passage of the CARES
Act, the Company filed a net operating loss carryback claim in the amount of $1,416,000. 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.
The Company recorded no other federal income
tax benefit for both of the three months ended March 31, 2020 and 2019.
As of March 31, 2020 and December 31, 2019,
the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely
than not that its deferred tax assets will not be realized.
Note 11. SEGMENT REPORTING
In accordance with FASB ASC 280, “Segment
Reporting” (“ASC 280”), the Company discloses financial and descriptive information about its reportable operating
segments. Operating segments are components of an enterprise about which separate financial information is available and regularly
evaluated by the chief operating decision maker in deciding how to allocate resources and in assessing performance.
The Company follows ASC 280, which establishes
standards for reporting information about operating segments in annual and interim financial statements, and requires that companies
report financial and descriptive information about their reportable segments based on a management approach. ASC 280 also establishes
standards for related disclosures about products and services, geographic areas and major customers.
The Company currently divides its operations
into two operating segments: Complex Machining, which consists of AIM and NTW; and Turbine Engine Components, which consists of
Sterling. Along with its operating subsidiaries, the Company reports the results of our corporate division as an independent segment.
For reporting purposes, EPC and ECC have
been classified as discontinued operations for the three months ending March 31, 2019.
The accounting policies of each of the
segments are the same as those described in the Summary of Significant Accounting Policies. Intersegment transfers are recorded
at the 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 three months ended March 31, 2020 and 2019 are as follows:
|
|
For the Three Months Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
COMPLEX MACHINING
|
|
|
|
|
|
|
Net Sales
|
|
$
|
12,064,000
|
|
|
$
|
12,418,000
|
|
Gross Profit
|
|
|
2,168,000
|
|
|
|
2,213,000
|
|
Pre Tax Income from continuing operations
|
|
|
1,170,000
|
|
|
|
1,443,000
|
|
Assets
|
|
|
48,732,000
|
|
|
|
45,554,000
|
|
|
|
|
|
|
|
|
|
|
TURBINE ENGINE COMPONENTS
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
1,383,000
|
|
|
|
1,460,000
|
|
Gross Profit
|
|
|
13,000
|
|
|
|
61,000
|
|
Pre Tax Loss from continuing operations
|
|
|
(126,000
|
)
|
|
|
(170,000
|
)
|
Assets
|
|
|
4,569,000
|
|
|
|
5,235,000
|
|
|
|
|
|
|
|
|
|
|
CORPORATE
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
-
|
|
|
|
-
|
|
Gross Profit
|
|
|
-
|
|
|
|
-
|
|
Pre Tax Loss from continuing operations
|
|
|
(1,400,000
|
)
|
|
|
(2,268,000
|
)
|
Assets
|
|
|
750,000
|
|
|
|
507,000
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
13,447,000
|
|
|
|
13,878,000
|
|
Gross Profit
|
|
|
2,181,000
|
|
|
|
2,274,000
|
|
Pre Tax Loss from continuing operations
|
|
|
(356,000
|
)
|
|
|
(995,000
|
)
|
Benefit from Income Taxes
|
|
|
(1,414,000
|
)
|
|
|
-
|
|
Income from Discontinued Operations, net of taxes
|
|
|
-
|
|
|
|
72,000
|
|
Net Income (Loss)
|
|
|
1,058,000
|
|
|
|
(923,000
|
)
|
Assets
|
|
$
|
54,051,000
|
|
|
$
|
51,296,000
|
|
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion
of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial
statements and notes to those statements included elsewhere in this Form 10-Q and with the audited consolidated financial statements
and the notes thereto included in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2019 (the “2019
Form 10-K”). This discussion contains forward-looking statements that involve risks and uncertainties. You should specifically
consider the various risk factors identified in this report that could cause actual results to differ materially from those anticipated
in these forward-looking statements.
Business Overview
The financial statements
contained in this report as well as the discussion below principally reflect the status of our business and the results of our
operations as of March 31, 2020.
We are an aerospace company
operating primarily in the defense industry. Our Complex Machining segment manufactures structural parts and assemblies that focus
on flight safety, including landing gear, arresting gear, engine mounts, flight controls, throttle quadrants, and other components.
Our Turbine Engine Components segment makes components and provides services for jet engines and ground-power turbines. Our products
are currently deployed on a wide range of high-profile military and commercial aircraft including the Sikorsky UH-60 Blackhawk,
Lockheed Martin F-35 Joint Strike Fighter, Northrop Grumman E2D Hawkeye, the US Navy F-18 and USAF F-16 fighter aircraft, Boeing
777 and Airbus 380 commercial airliners. Our Turbine Engine segment makes components for jet engines that are used on the USAF
F-15 and F-16, the Airbus A-330 and A-380, and the Boeing 777, in addition to a number of ground-power turbine applications.
Air Industries Machining,
Corp. (“AIM”) became a public company in 2005. In response to recent operating losses and their impact on our working
capital, we have repositioned our business through the sale and liquidation of certain subsidiaries we acquired since becoming
a public company. We also consolidated our headquarters and the operations of our subsidiaries, AIM and Nassau Tool Works, Inc.
(“NTW”), at our primary location in Bay Shore, New York, allowing us to re-focus our operations on our core competencies.
In December 2018 we sold WMI Group, and in March 2019 we closed our subsidiaries Eur-Pac Corporation (“EPC”) and Electronic
Connection Corporation (“ECC”). As a result of our restructuring, Complex Machining and Turbine Engine Components constitute
all of our operations.
In addition to repositioning
our business to obtain profitability and positive cash flow, we remain resolute on meeting customers’ needs and continue
to align production schedules to meet the needs of customers. We believe that an unyielding focus on our customers will allow us
to execute on our existing backlog in a timely fashion and take on additional commitments. We are pleased with our progress and
the positive responses received from our customers.
The aerospace market
is highly competitive in both the defense and commercial sectors and we face intense competition in all areas of our business.
Nearly all of our revenues are derived by producing products to customer specifications after being awarded a contract through
a competitive bidding process. As the commercial aerospace and defense industries continue to consolidate and major contractors
seek to streamline supply chains by buying more complete sub-assemblies from fewer suppliers, we have sought to remain competitive
not only by providing cost-effective world class service but also by increasing our ability to produce more complex and complete
assemblies for our customers.
Our ability to operate
profitably is determined by our ability to win new contracts and renewals of existing contracts, and then fulfill these contracts
on a timely basis at costs that enable us to generate a profit based upon the agreed upon contract price. Winning a contract generally
requires that we submit a bid containing a fixed price for the product or products covered by the contract for an agreed upon period
of time. Thus, when submitting bids, we are required to estimate our future costs of production and, since we often rely upon subcontractors,
the prices we can obtain from our subcontractors.
While our revenues
are largely determined by the number of contracts we are awarded, the volume of product delivered and price of product under each
contract, our costs are determined by a number of factors. The principal factors impacting our costs are the cost of materials
and supplies, labor, financing and the efficiency at which we can produce our products. The cost of materials used in the aerospace
industry is highly volatile. In addition, the market for the skilled labor we require to operate our plants is highly competitive.
The profit margin of the various products we sell varies based upon a number of factors, including the complexity of the product,
the intensity of the competition for such product and, in some cases, the ability to deliver replacement parts on short notice.
Thus, in assessing our performance from one period to another, a reader must understand that changes in profit margin can be the
result of shifts in the mix of products sold. Our operations have a large percentage of fixed factory overhead. As a result, our
profit margins are also highly variable with sales volumes as under-absorption of factory overhead decreases profits.
A
very large percentage of the products we produce are used on military as opposed to civilian aircraft. These products can be replacements
for aircraft already in the fleet of the armed services or for the production of new aircraft. Reductions to the Defense Department
budget and decreased usage of aircraft reduces the demand for both new production and replacement spares. Recent increases in Defense
Department spending has increased orders for our products. We are focusing greater efforts on the civilian aircraft market though
we still remain dependent upon the military for an overwhelming portion of our revenues.
COVID -19
On March 11, 2020,
the World Health Organization announced that infections caused by the coronavirus disease of 2019 (“COVID-19”) had
become pandemic, and on March 13, 2020, the U.S. President announced a national emergency relating to the disease. National, state
and local authorities have adopted various regulations and orders, including mandates on the number of people that may gather in
one location and closing non-essential businesses. To date, we have been deemed an essential business and has not curtailed its
operations.
The measures adopted
by various governments and agencies, as well as the likelihood that many individuals and businesses will voluntarily shut down
or self-quarantine, are expected to have serious adverse impacts on domestic and foreign economies of uncertain severity and duration.
The effectiveness of economic stabilization efforts which may be adopted by governments is uncertain. The likely overall economic
impact of the COVID-19 pandemic will be highly negative to the general economy.
In accordance with
the Department of Defense guidance issued in March 2020 designating the Defense Industrial Base as a critical infrastructure workforce,
our facilities have continued to operate in support of essential products and services required to meet national security commitments
to the U.S. Government and the U.S. military, however, facility closures or work slowdowns or temporary stoppages could occur.
Currently, our facilities are not operating under full staffing as a result of COVID-19, which could have a longer-term impact.
Financial impacts related
to COVID-19, including our actions and costs in response to the pandemic, were not material to our first quarter 2020 financial
position, results of operations or cash flows. Going forward, we currently expect the COVID–19 crisis to result in a reduction
to 2020 revenue and operating margins in portions of our business driven primarily by supplier disruption, changes in employee
productivity, and related program delays or challenges. Our Company, employees, suppliers and customers, and our global community
are facing tremendous challenges and we cannot predict how this dynamic situation will evolve or the impact it will have.
We have implemented
procedures to promote employee safety including more frequent and enhanced cleaning and adjusted schedules and work-flows to support
physical distancing. These actions will result in increased operating costs. In addition, a number of our suppliers and customers
have suspended or otherwise reduced their operations, and we are experiencing some supply chain shortages. Suppliers are also experiencing
liquidity pressures and disruptions to their operations as a result of COVID-19. We also have large numbers of employees working
from home.
On March 27, 2020,
the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides aid
to small businesses through programs administered by the Small Business Administration (“SBA”). The CARES Act, among
other things, includes provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative
minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. The CARES Act also
established a Paycheck Protection Program (“PPP”), whereby certain small businesses are eligible for a loan to fund
payroll expenses, rent, and related costs.
In May 2020, AIM, NTW and
Sterling (each a “Borrower”) entered into government subsidized loans with Sterling National Bank (“SNB”)
as the lender in an aggregate principal amount of $2.4 million (“SBA Loans”). Each SBA Loan is evidenced by a promissory
note (“Note”). Subject to the terms of the Note, the SBA Loan bears interest at a fixed rate of one percent (1%) per
annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the
SBA. At least 75% 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”). The Borrower may apply to SNB for forgiveness of a portion of the SBA Loan in accordance the applicable
provisions of the federal statute authorizing the Loan Program. Each Note provides for customary events of default including, among
other things, cross-defaults on any other loan with SNB. Each SBA Loan may be accelerated upon the occurrence of an event of default.
In addition, as a result
of the passage of the CARES Act, the Company filed a net operating loss carryback claim in the amount of $1,416,000. The Company
expects to receive the carryback claim in the third quarter of this year.
Segment Data
We follow Financial
Accounting Standards Board (“FASB”) ASC 280, “Segment Reporting” (“ASC 280”), which establishes
standards for reporting information about operating segments in annual and interim financial statements, ASC 280 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.
We currently divide
our operations into two operating segments: Complex Machining and Turbine Engine Components. Along with our operating subsidiaries,
we report the results of our corporate office as an independent segment.
For reporting purposes,
EPC and ECC have been classified as discontinued operations for the three months ending March 31, 2019.
The accounting policies
of our segments are the same as those described in the Summary of Significant Accounting Policies. We evaluate performance based
on revenue, gross profit contribution and assets employed.
RESULTS OF OPERATIONS-CONTINUING OPERATIONS
The operations of EPC
and its subsidiary ECC were closed on March 31, 2019. For purposes of the following discussion of our selected financial information
and operating results, we have presented our financial information based on our continuing operations unless otherwise noted.
Selected Financial Information:
|
|
For the Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Net sales
|
|
$
|
13,447,000
|
|
|
$
|
13,878,000
|
|
Cost of sales
|
|
|
11,266,000
|
|
|
|
11,604,000
|
|
Gross profit
|
|
|
2,181,000
|
|
|
|
2,274,000
|
|
Operating expenses and interest and financing costs
|
|
|
2,642,000
|
|
|
|
3,025,000
|
|
Loss on abandonment of leases
|
|
|
-
|
|
|
|
(275,000
|
)
|
Other income, net
|
|
|
105,000
|
|
|
|
31,000
|
|
Benefit from income taxes
|
|
|
(1,414,000
|
)
|
|
|
-
|
|
Income (Loss) from continuing operations
|
|
$
|
1,058,000
|
|
|
$
|
(995,000
|
)
|
Balance Sheet Data:
|
|
March 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(unaudited)
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
1,494,000
|
|
|
$
|
1,294,000
|
|
Working capital
|
|
|
22,248,000
|
|
|
|
18,166,000
|
|
Total assets
|
|
|
54,051,000
|
|
|
|
51,090,000
|
|
Total stockholders’ equity
|
|
$
|
13,183,000
|
|
|
$
|
10,206,000
|
|
The following
sets forth the results of operations for each of our segments individually and on a consolidated basis for the periods indicated:
|
|
For the Three Months Ended March 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
COMPLEX MACHINING
|
|
|
|
|
|
|
Net Sales
|
|
$
|
12,064,000
|
|
|
$
|
12,418,000
|
|
Gross Profit
|
|
|
2,168,000
|
|
|
|
2,213,000
|
|
Pre Tax Income from continuing operations
|
|
|
1,170,000
|
|
|
|
1,443,000
|
|
Assets
|
|
|
48,732,000
|
|
|
|
45,554,000
|
|
|
|
|
|
|
|
|
|
|
TURBINE ENGINE COMPONENTS
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
1,383,000
|
|
|
|
1,460,000
|
|
Gross Profit
|
|
|
13,000
|
|
|
|
61,000
|
|
Pre Tax Loss from continuing operations
|
|
|
(126,000
|
)
|
|
|
(170,000
|
)
|
Assets
|
|
|
4,569,000
|
|
|
|
5,235,000
|
|
|
|
|
|
|
|
|
|
|
CORPORATE
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
-
|
|
|
|
-
|
|
Gross Profit
|
|
|
-
|
|
|
|
-
|
|
Pre Tax Loss from continuing operations
|
|
|
(1,400,000
|
)
|
|
|
(2,268,000
|
)
|
Assets
|
|
|
750,000
|
|
|
|
507,000
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
13,447,000
|
|
|
|
13,878,000
|
|
Gross Profit
|
|
|
2,181,000
|
|
|
|
2,274,000
|
|
Pre Tax Loss from continuing operations
|
|
|
(356,000
|
)
|
|
|
(995,000
|
)
|
Benefit from Income Taxes
|
|
|
(1,414,000
|
)
|
|
|
-
|
|
Income from Discontinued Operations, net of taxes
|
|
|
-
|
|
|
|
72,000
|
|
Net Income (Loss)
|
|
|
1,058,000
|
|
|
|
(923,000
|
)
|
Assets
|
|
$
|
54,051,000
|
|
|
$
|
51,296,000
|
|
Net Sales:
Consolidated net sales
for the three months ended March 31, 2020 were $13,447,000, a decrease of $431,000, or 3.1%, compared with $13,878,000 for the
three months ended March 31, 2019. Net sales of our Complex Machining segment were $12,064,000, a decrease of $354,000, or
2.9%, from $12,418,000 in the prior year. Net sales in our Turbine Engine Components segment were $1,383,000, a decrease of $77,000,
or 5.3% compared with $1,460,000 for the three months ended March 31, 2019.
As indicated in the
table below, three customers represented 79.9% and 73.8% of total net sales for the three months ended March 31, 2020 and March
31, 2019, respectively.
Customer
|
|
Percentage of Sales
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Sikorsky Aircraft
|
|
|
36.20
|
%
|
|
|
28.80
|
%
|
Goodrich Landing Gear Systems
|
|
|
31.50
|
%
|
|
|
31.40
|
%
|
United States Department of Defense
|
|
|
12.20
|
%
|
|
|
*
|
|
Rohr Inc.
|
|
|
*
|
|
|
|
13.60
|
%
|
* Customer was less than 10% of total net sales for the three
months ended March 31, 2020 and 2019, respectively.
Gross Profit:
Consolidated gross
profit from operations for the three months ended March 31, 2020 was $2,181,000, a decrease of $93,000, or 4.1%, as compared to
gross profit of $2,274,000 for the three months ended March 31, 2019. Consolidated gross profit as a percentage of sales was 16.2%
and 16.4% for the three months ended March 31, 2020 and 2019, respectively.
Interest and Financing Costs
Interest and financing
costs for the three months ended March 31, 2020 were $380,000 a decrease of $583,000 or 60.5% compared to $963,000 for the three
months ended March 31, 2019. This decrease was due to lower interest rates and finance costs under the Company’s new credit
facility (“SNB Facility”) with SNB, which replaced the Company’s previous credit facility (“PNC Facility”)
with PNC Bank N.A. (“PNC”) as of December 31, 2019.
Operating Expense
Consolidated operating
expenses for the three months ended March 31, 2020 totaled $2,262,000 and increased by $200,000 or 9.7% compared to $2,062,000
for the three months ended March 31, 2019.
Net Income (Loss)
Net income for the
three months ended March 31, 2020 was $1,058,000, an improvement of $1,981,000, compared to a net loss $923,000 for the three months
ended March 31, 2019, for the reasons discussed above. The improvement in net income reflects the reduction in our net loss from
continuing operations as a result of the reduction in interest expense due to the refinancing of our Loan Facility and an income
tax benefit of $1,414,000. Net loss for 2019 included a gain from discontinued operations in the amount of $72,000. Excluding discontinued
operations, our net loss in 2019 would have been $995,000.
LIQUIDITY AND CAPITAL RESOURCES
Financial impacts related
to COVID-19 were not material to our first quarter 2020 financial position, results of operations or cash flows. Going forward,
we currently expect the COVID–19 crisis to result in a reduction to 2020 revenue and operating margins in portions of our
business driven primarily by supplier disruption, changes in employee productivity, and related program delays or challenges. Our
Company, employees, suppliers and customers, and our global community are facing tremendous challenges and we cannot predict how
this dynamic situation will evolve or the impact it will have.
With respect to the
remainder of 2020, the negative impact COVID-19 may have on the broader global economy and the pace of the economic recovery and
the aerospace industry is unknown. Given the unknown magnitude of the depth and duration of this crisis, we anticipate a more challenging
macroeconomic environment in the remainder of the year.
The CARES Act established
a program with provisions to allow U.S. companies to defer the employer’s portion of social security taxes between March
27, 2020 and December 31, 2020 and pay such taxes in two installments in 2021 and 2022. In addition, the U.S. Department of Defense
(“DoD”) has, to date, taken steps to increase the rate for certain progress payments from 80 percent to 90 percent
for costs incurred and worked performed on relevant contracts. We expect both of these actions should help mitigate COVID-19 related
negative impacts to our operating cash flows for the remainder of the year.
Significant Transactions Which Have
Impacted Our Liquidity
Cash from operations
could be affected by various risks and uncertainties, including, but not limited to, the effects of the COVID-19 pandemic and other
risks detailed in Part II, Item 1A, “Risk Factors” of this Quarterly Report.
However, based on our confirmed orders, we believe that funds generated from operations, amounts received under government subsidized
loan programs and amounts available under our credit facility, will be sufficient to finance our operations and meet our foreseeable
cash requirements. However, no assurance can be given that will be the case.
On March 27, 2020,
the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law. The CARES Act provides aid
to small businesses through programs administered by the Small Business Administration (“SBA”). The CARES Act includes,
among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative
minimum tax credits and technical corrections to tax depreciation methods for qualifies improvement property. The CARES Act also
established a Paycheck Protection Program (“PPP”), whereby certain small businesses are eligible for a loan to fund
payroll expenses, rent and related costs.
In May 2020, AIM, NTW and
Sterling (each a “Borrower”) entered into government subsidized loans with SNB in an aggregate principal amount of
$2.4 million (“SBA Loans”). Subject to the terms of the Note, the SBA Loan bears interest at a fixed rate of one percent
(1%) per annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed
by the SBA. At least 75% 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”). The Borrower may apply to SNB for forgiveness of a portion of the SBA Loan in accordance the
applicable provisions of the federal statute authorizing the Loan Program. Each Note provides for customary events of default including,
among other things, cross-defaults on any other loan with SNB. Each SBA Loan may be accelerated upon the occurrence of an event
of default.
The foregoing summary is qualified in its
entirety by reference to the Notes, a copy of which are filed with this report as Exhibits 10.1, 10.2 and 10.3 and are incorporated
herein by reference.
As discussed above,
we filed a net operating loss carryback claim for $1,416,000 which it expects to receive in the third quarter of this year.
On December 31, 2019,
we entered into the SNB Facility with SNB expiring on December 30, 2022. The SNB Facility provides for a $16,000,000 revolving
loan (“SNB revolving line of credit”) and a term loan (“SNB term loan”) of $3,800,000 at December 31, 2019.
Proceeds from the SNB
Facility repaid our outstanding PNC Facility.
The formula to determine
the amounts of revolving advances permitted to be borrowed under the SNB revolving line of credit is based on a percentage of eligible
receivables and inventory (as defined in the SNB Facility).
The repayment terms
of the SNB term loan provide for monthly principal installments in the amount of $45,238, payable on the first business day of
each month, beginning on February 1, 2020, with a final payment of any unpaid balance of principal and interest payable on December
30, 2022. In addition, for so long as the SNB term loan remains outstanding, if Excess Cash Flow (as defined) is a positive number
for any fiscal year, beginning with the year ending December 31, 2020, we shall pay to SNB 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 Lender and applied to the outstanding principal balance of the term loan, on or prior to April 15
of the Fiscal Year immediately following such Fiscal Year.
The terms of the SNB
Facility require that, among other things, we 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, we are limited in the amount of Capital Expenditures
we can make. As of March 31, 2020 we were in compliance with all loan covenants. The SNB Facility also restricts the amount of
dividends we may pay to our stockholders. Substantially all of our assets are pledged as collateral under the SNB Facility.
As of March 31, 2020,
our debt to SNB in the amount of $17,222,000 consisted of the SNB revolving line of credit note in the amount of $13,577,000 and
the SNB term loan in the amount of $3,645,000.
Cash Flow
The following table
summarizes our net cash flow from operating, investing and financing activities for the periods indicated:
|
|
Three Months Ended
|
|
|
|
March 31,
|
|
|
|
2020
|
|
|
2019
|
|
|
|
(unaudited)
|
|
|
(unaudited)
|
|
Cash provided by (used in)
|
|
|
|
|
|
|
Operating activities
|
|
$
|
(314,000
|
)
|
|
$
|
(1,728,000
|
)
|
Investing activities
|
|
|
(78,000
|
)
|
|
|
54,000
|
|
Financing activities
|
|
|
592,000
|
|
|
|
104,000
|
|
Net increase (decrease) in cash and cash equivalents
|
|
$
|
200,000
|
|
|
$
|
(1,570,000
|
)
|
Cash Used in Operating Activities
Cash used in operating
activities primarily consists of our net income adjusted for certain non-cash items and changes to operating assets and liabilities.
For the three months
ended March 31, 2020, net cash was impacted by net income of $1,058,000, increased by $1,291,000 of non-cash items consisting primarily
of depreciation of property and equipment of $656,000, bad-debt expense of $268,000, amortization of debt discount of convertible
notes payable of $78,000, compensation expense of $140,000, and other non-cash items totaling $149,000.
Operating assets and
liabilities used cash in the net amount of $2,663,000 consisting primarily of the net increases in accounts receivable, inventory,
deposits and other assets, and prepaid expenses and other current assets, and income taxes receivable in the amounts of $1,033,000,
$1,162,000, $76,000, $6,000 and $1,416,000, respectively and a decrease in operating lease liabilities, income taxes payable and
deferred revenue of $167,000, $12,000 and $7,000, respectively, partially offset by an increase in accounts payable and accrued
expenses in the amount of $1,216,000.
Cash Used in Investing Activities
Cash used in investing
activities consists of capital expenditures for property and equipment and capitalized engineering costs.
For the three months
ended March 31, 2020, cash used in investing activities was $78,000. This was for the purchase of property and equipment.
Cash Provided By Financing Activities
Cash provided by financing
activities consists of the borrowings and repayments under our credit facilities with our senior lender, increases in and repayments
of financing lease obligations and other notes payable, and the proceeds from the sale of our equity.
For the three months,
ended March 31, 2020, net cash provided by financing activities was $592,000. This was primarily comprised of proceeds from our
SNB revolving loan and the sale of common stock in the amounts of $1,033,000 and $984,000, respectively, partially offset by repayments
of $1,012,000 on our notes payable-related parties, $100,000 on our notes payable – third party, $90,000 on our term loan
and $7,000 on our finance lease obligations.
OFF-BALANCE SHEET ARRANGEMENTS
We did not have any
off-balance sheet arrangements as of March 31, 2020.
Critical Accounting Policies and Estimates
A critical accounting
policy is one that is both important to the portrayal of a company’s financial condition and results of operations and requires
management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect
of matters that are inherently uncertain.
Our condensed consolidated
financial statements are presented in accordance with U.S. GAAP, and all applicable U.S. GAAP accounting standards effective as
of March 31, 2020 have been taken into consideration in preparing the condensed consolidated financial statements. The preparation
of condensed consolidated financial statements requires estimates and assumptions that affect the reported amounts of assets, liabilities,
revenues, expenses and related disclosures. Some of those estimates are subjective and complex, and, consequently, actual results
could differ from those estimates. The following accounting policies and estimates have been highlighted as significant because
changes to certain judgments and assumptions inherent in these policies could affect our condensed consolidated financial statements:
|
●
|
Legal contingencies; and
|
|
●
|
Stock-based compensation.
|
We base our estimates, to the extent possible,
on historical experience. Historical information is modified as appropriate based on current business factors and various assumptions
that we believe are necessary to form a basis for making judgments about the carrying value of assets and liabilities. We evaluate
our estimates on an on-going basis and make changes when necessary. Actual results could differ from our estimates.
Recently Issued Accounting Pronouncements
In December 2019, the
FASB issued 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. This guidance is effective
for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.
The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures.
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.