Air Industries Group (AIRI) Earnings Call Transcript & Summary

Good day, and welcome to the Air Industries Conference Call. Today's conference is being recorded. Air Industries Group safe harbor statement: Except for the historical information contained herein, the matters discussed in this presentation contain forward-looking statements. The accuracy of these statements is subject to significant risks and uncertainties. Actual results could differ materially from those contained in the forward-looking statements. See the company's SEC filings on Forms 10-K and 10-Q for important information about the company and related risks. EBITDA is used as a supplemental liquidity measure because management finds it useful to understand and evaluate results, excluding the impact of noncash depreciation and amortization charges, stock-based compensation expenses and nonrecurring expenses and outlays, prior to consideration of the impact of other potential sources and uses of cash, such as working capital items. This calculation may differ in method of calculation from similarly titled measures used by other companies. At this time, I would like to turn the conference over to Lou Melluzzo. Please go ahead.

Thank you, Diva. May I have your attention? Ladies and gentlemen, welcome to the Annual Meeting of Stockholders of Air Industries Group. My name is Lou Melluzzo, and I am the Chief Executive Officer of Air Industries Group. I would like the call to order as Annual Meeting of Stockholders of Air Industries Group. In accordance with the bylaws of the corporation, I will act as Chairman of this meeting. Michael Recca, our CFO, will act as secretary of the meeting. At the outset, I would like to thank those who normally attend our Annual Meeting for staying home and calling in. We would have preferred to have an open meeting where you could call -- all could attend. Given the concern about COVID-19, we thought it appropriate to allow you to participate by phone to alleviate everyone's concerns. If you would indulge me, we would like to proceed directly to the formal part of the meeting, and when the meeting is over, open the floor for questions. Introductions: Unfortunately, given the situation, the only officers of the company here today are me and Michael Recca, our CFO, who will act as secretary of the meeting. Mr. Peter Descovich of Broadridge Issuer Solutions has been appointed as inspector of elections for the meeting and is online. Hopefully, you all have voted by proxy. So there is no need for paper ballots. There was mail to each stockholder of record of our common stock outstanding as of the close of business on August 21, 2020, a notice of this meeting of stockholders, together with a proxy statement and forms of proxy. As of close of business on August 21, we had outstanding of record 30,620,990 shares of common stock. Holders of common stock are entitled to one vote for each share owned. Therefore, the total number of votes that may be cast for this meeting is 30,620,990. There will be included with the records of this meeting an appropriate executed Affidavit of Mailing, confirming the delivery of notice of the Annual Meeting to our stockholders. For the meeting to proceed, we need a quorum, which is more than 50% of the number of shares outstanding as of record date or 15,310,496 shares. Mr. Descovich, please let us know whether a quorum is present.

We have 22,126,847 shares of common stock represented in person or by proxy. Therefore, a quorum is present.

Thank you. So as the quorum is present, I declare the meeting is duly constituted and should proceed. Agenda for the meeting: The Board has set forth an agenda for this meeting that will govern the order of business consisting of 2 items: the election of the 7 directors for the upcoming year and the ratification of the appointment of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. as the company's independent registered public accounting firm for the year ending December 31, 2020. In addition, we would consider any other business as may appropriately come before the Annual Meeting. All votes to be made by mail, telephone or electronically were required to have been received prior to the commencement of this meeting. Typically, the polls will be open until the conclusion of discussion on the last item being voted on here today. Until the polls close, any stockholder may revoke or change his or her prior vote on any matter. However, upon the closing of the polls, no ballots, proxies or votes nor any revocations or changes will be accepted. To ensure an orderly meeting, time limits on any discussion or debate have been set and each shareholder will be limited to 2 minutes on each subject. And unless more discussion is appropriate, the total time allotted for each subject will be 10 minutes. Election of directors: The first item of business to come before the meeting is the election of directors. The following 7 people have been properly nominated by the Board: Michael N. Taglich, Peter D. Rettaliata, Robert F. Taglich, David J. Buonnano, Robert C. Schroeder, Michael Brand, Michael D. Porcelain. Is there any discussion?

No.

There being no discussions, I hereby call for a vote. The polls will remain open until the conclusion of discussions on the last item being voted on here today, and the results will be announced later. The next item of business to come before the meeting is the ratification of the appointment of the company's registered independent certified public accountant, Rotenberg Meril Solomon Bertiger & Guttilla, P.C. for the fiscal year ending December 31, 2020. Is there any discussion?

No. Go right to it.

There being no discussion, I hereby call for a vote. The poll will remain open until the conclusion of discussion on the last item being voted on here today.

Take the polls are now closed. The discussions on the polls are now closed.

Since there's no discussion, the polls are now closed.

That's it.

New business: Is there any other business that may properly be brought before the meeting?

No. Go right to it. Mr. Descovich?

Mr. Descovich, have the votes been tabulated?

Yes. The results are that Michael N. Taglich, Peter D. Rettaliata, Robert F. Taglich, David J. Buonnano, Robert C. Schroeder, Michael Brand and Michael D. Porcelain have been duly elected as directors of the company to hold office until the next Annual Meeting or until their successors are duly elected and qualified. And #2, the appointment of Rotenberg Meril Solomon Bertiger & Guttilla, P.C. as the company's registered certified independent public accountant for the year ending December 31, 2020, has been ratified.

Thank you, Mr. Descovich. Now that the official business necessary for the meeting has been completed, I suggest that we have a voice vote to conclude the meeting, after which we will have a general discussion regarding the business of Air Industries. All those in favor of concluding this meeting, say yes. Any opposed, say no. [Voting]

Peter, please say yes, if you're on the vote.

Actually, no, Mike. Mike and Lou, you're the proxies. So just say yes, and we're on.

Yes.

Yes. I hereby call this meeting adjourned.

Anyone have any questions?

Diva, please open up the lines to any stockholder questions.

[Operator Instructions] And we have no questions in the queue.

Great. Excellent. Fantastic. Okay. Party is over.

We're done.

Gentlemen, It's Peter's desk. I assume there's no votes, so I'd be able to send you the final report shortly.

Correct. That's it.

Thank you.

Very good. Gentlemen, stay well. Have a great day.

You too. Be well. See you next year.

Thank you. Take care. Bye-bye.