Air Industries Group (AIRI) Earnings Call Transcript & Summary

Good day, and welcome to the Air Industries Annual Meeting of Stockholders. Today's conference is being recorded. And now 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. And now at this time, I'd like to turn the conference over to Mr. Luo Melluzzo, President and CEO. Please go ahead, sir.

Thank you, Cody. Ladies and gentlemen, welcome to the Annual Meeting of Stockholders of Air Industries Group. My name is Luo Melluzzo, and I am the President and CEO of Air Industries Group. I hereby call the 2022 Annual Meeting of Stockholders of Air Industries Group to order. I will act as Chairman of the meeting. Michael Recca, our CFO, will act as Secretary. At the outset, I'd like to thank those of you who have taken the time to participate in this meeting. We will proceed directly to the formal part of the meeting, and when the meeting is over, open the floor for questions. Mr. Peter Descovich of Broadridge Issuer Solutions has been appointed Inspector of Elections for the meeting and is online. Hopefully, you have all voted -- hopefully, you have all voted by proxy. There was mailed to each stockholder a record of our common stock outstanding as of close of business on April 28, 2022, a notice of this meeting of stockholders, together with a proxy statement and a form of proxy. As of the close of business on April 28, we had outstanding 32,183,221 shares of common stock. Holders of common stock are entitled to 1 vote for each share owned. Therefore, the total number of votes that may be cast at this meeting is 32,183,221. For the meeting to proceed, we need a quorum, which is more than 50% of the number of shares outstanding as of record date of or 16,091,611 shares. Mr. Descovich, is there a quorum?

He can't say anything.

Mr. Descovich, are you on the line?

Yes, I am. Can you hear me?

Yes, we can. Please proceed. Question was, is there a quorum?

[ 48,516 ] shares of common stock represented in person or by proxy. Therefore, a quorum is present.

Thank you. Since a quorum is present, I declare the meeting is duly constituted and should proceed. The Board has set forth an agenda for this meeting that will govern the order of business consisting of 4 items: #1, the election of 6 directors for the upcoming year; #2, the ratification of Marcum LLP as the company's independent registered public accounting firm for the year ending December 31, 2022; #3, an advisory vote to approve the compensation of the executive officers named in the proxy statement; and #4, the approval of the company's 2022 equity incentive plan. In addition, we would consider any other business as may probably 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. Technically, the polls will be open until the conclusion of discussion on the last item being voted upon here today. Until the polls close, any stockholder may revoke or change his or her prior vote on any matter by submitting a revocation of new proxy to Mr. Recca. However, Upon the closing of the polls, no ballots, proxies or votes nor any revocations or any changes will be accepted. The first item of business to come before the meeting is the election of directors. The following 6 people have been nominated by the Board, Michael N. Taglich, Peter D. Rettaliata, Robert F. Taglich, David J. Buonanno, Michael Brand and Michael D. Porcelain. For those who may not know, our former Director, Robert Schroeder, passed away last year. The Board determined to maintain a Board of 6 directors for the present time. Is there any discussion with respect to the nominees? There being no discussion, I hereby call for a vote.

Go ahead, Lou. Move on.

The next item of business to come before the meeting is the ratification of the appointment of Marcum LLP as the company's registered independent certified public accountant for the fiscal year ending December 31, and of 2022. For those who may not know our former auditor, Rotenberg Meril Solomon Bertiger & Guttilla, P.C., merged into Marcum LLP earlier this year. So by appointing Marcum as our auditor, we will continue to work with the individuals who audited our financial statements in prior years, maintaining continuity and avoiding the expense often associated with engaging a new auditing firm. Is there any discussion? There being no discussion, I hereby call for a vote. The Dodd-Frank Reform Act requires that we periodically provide our stockholders with the opportunity to vote on an advisory basis on the compensation paid to our executive officers named in our proxy statement. The executive officers named in our proxy statement are Mr. Recca and myself. Is there any discussion with respect to the vote? There being no discussion, I hereby call for a vote. Our Board has adopted and recommends that our stockholders approve our 2022 equity incentive plan. The plan is intended to allow our Board to incentivize our employees through grants of stock options, other securities whose value is dependent on the performance of our common stock. The 2022 plan is substantially identical to our 2017 equity incentive plan. Is there any discussion with respect to the vote on the plan? There being no discussion, I hereby call for a vote. Is there any other business that may probably be brought before the meeting? Mr. Descovich, have the votes been tabulated?

Yes, and the results are: the 2022 equity incentive plan has been approved. Michael N. Taglich; Peter D. Rettaliata; Robert F. Taglich; David J. Buonanno; Michael Brand; and Michael D. Porcelain have been duly elected as directors of the company to hold the office until the next annual meeting or until their successors are duly elected and qualified. The appointment of Marcum LLP as the company's registered certified independent public accounts for the year ending December 31, 2022, has been ratified. The advisory vote on the compensation paid to the company's executive officers named in the proxy statement has been approved. That concludes my report.

Very good. Thank you. 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.

Yes.

Yes. Any opposed, say no. I hereby call this meeting adjourned. I turn it back to you, Cody.

Thank you. And that does conclude today's conference. Thank you for your participation.