x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A

Number of shares outstanding of the registrant’s common stock, as of August ~~13, 2018: 297,386~~9, 2019: 313,636

AMERINAC HOLDING CORP. AND SUBSIDIARIES								AMERINAC HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)								CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
		June 30,			December 31,
		2018			2017				June 30,			December 31,
									2019			2018
ASSETS	ASSETS							ASSETS

Current assets:
Cash		$	1,296,872		$	348,398			$	265,264		$	360,283
Accounts receivable (net of allowance for doubtful accounts of $78,753 as of June 30, 2018 and December 31, 2017, respectively)			4,181,481			2,825,846
Inventories (net of reserve for obsolesence of $338,260 as of June 30, 2018 and December 31, 2017, respectively)			3,555,472			3,483,809
Escrow receivable			500,000			1,000,000
Accounts receivable (net of allowance for doubtful accounts of $78,753 as of June 30, 2019 and December 31, 2018.)										5,721,417			3,801,166
Inventories (net of reserve for obsolesence of $158,009 and $151,009 as of June 30, 2019 and December 31, 2018.)										5,836,154			5,580,942
Other current assets			91,974			336,509				283,321			230,985

Total current assets			9,625,799			7,994,562				12,106,156			9,973,376

Property, land and equipment - net			6,229,315			6,241,706				6,051,989			6,125,183

Other assets:
Customer lists - net of amortization			1,807,585			1,907,083				1,608,583			1,708,084
Right-of-use asset										1,208,613			-
Deferred tax asset										-			358,686
Goodwill			54,993			54,993				54,993			54,993
Other			51,917			51,917				71,593			51,917
Total other assets			1,914,495			2,013,993				2,943,782			2,173,680

Total		$	17,769,609		$	16,250,261			$	21,101,927		$	18,272,239

LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES AND STOCKHOLDERS’ EQUITY								LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Line of credit									$	745,431		$	1,092,058
Accounts payable and accrued expenses		$	2,750,309		$	2,624,937				4,026,018			3,275,011
Notes payable - short term - related party			601,463			515,627
Capital leases payable - short term			37,843			-
Notes payable, net- short term										600,000			600,000
Finance leases payable - short term										45,688			43,435
Operating leases payable - short term										254,845			-
Deferred revenue										23,247			-
Income taxes payable			131,557			-				110,144			14,351

Total current liabilities			3,521,172			3,140,564				5,805,373			5,024,855

Long-term liabilities:
Notes payable - related party			6,764,434			7,026,130
Capital leases payable			124,187			-

Notes payable, net of current portion										3,804,830			4,069,990
Finance leases payable - net of current portion										89,656			113,358
Operating leases payable - net of current portion										1,000,193			-
Deferred tax liability										7,041			-
Total long-term liabilities			6,888,621			7,026,130				4,901,720			4,183,348

Total liabilities			10,409,793			10,166,694				10,707,093			9,208,203

Commitments and contingencies

Redeemable non-controlling interest			817,670			453,377				1,071,729			757,778

Stockholders' equity:
Common stock, $.001 par value; 1,500,000 shares authorized, 297,386 issued and outstanding at June 30, 2018 and December 31, 2017			297			297
Common stock, $.001 par value; 1,500,000 shares authorized, 313,636 issued and outstanding at June 30, 2019 and December 31, 2018, respectively.										313			313
Additional paid-in capital			15,733,615			15,733,615				16,383,599			16,383,599
Accumulated deficit			(9,191,766	)		(10,103,722	)			(7,060,807	)		(8,077,654	)

Total stockholders' equity			6,542,146			5,630,190				9,323,105			8,306,258

Total liabilities and stockholders' equity		$	17,769,609		$	16,250,261			$	21,101,927		$	18,272,239

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AMERINAC HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

	FOR THE SIX MONTHS						FOR THE THREE MONTHS
	ENDED JUNE 30,						ENDED JUNE 30,
	2019			2018			2019			2018

Net revenue	$	24,062,327		$	22,013,681		$	11,557,359		$	11,310,897

Cost of goods sold		19,169,449			17,891,455			9,253,072			9,475,915

Gross profit		4,892,878			4,122,226			2,304,287			1,834,982

Operating expenses:
General and administrative expenses		2,669,426			2,059,149			1,338,765			1,061,479
Professional and consulting fees		190,704			214,942			81,137			36,835
Total operating expenses		2,860,130			2,274,091			1,419,902			1,098,314

Income before other (expense) income		2,032,748			1,848,135			884,385			736,668

Other (expense) income:
Interest		(240,430	)		(728,925	)		(118,635	)		(363,774	)
Other income		-			288,596			-			278,244
Total other (expense) income		(240,430	)		(440,329	)		(118,635	)		(85,530	)

Income before provision for income taxes		1,792,318			1,407,806			765,750			651,138

Income tax expense		(461,520	)		(131,557	)		(199,054	)		(131,557	)

Net income		1,330,798			1,276,249			566,696			519,581

Non-controlling interest share of net income		313,951			364,293			144,658			166,556

Net income attributable to Amerinac Holding
Corp. shareholders	$	1,016,847		$	911,956		$	422,038		$	353,025

Basic and diluted earnings per share applicable to common stockholders:
Earnings per share	$	3.24		$	3.07		$	1.35		$	1.19

Weighted average shares outstanding:
Basic and diluted		313,636			297,386			313,636			297,386

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AMERINAC HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
SIX MONTHS ENDED JUNE 30, 2018 AND 2017

CASH FLOWS FROM OPERATING ACTIVITIES

2018

2017

Net income

$ 1,276,249

$ 3,586,120

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

372,328

22,616

Amortization of deferred financing fees

66,666

217,762

Gain on sale

-

(3,409,184 )
Stock compensation

-

28,467

Loss from discontinued operations

-

(992,853 )
Change in fair value put option

-

213,000

Inventory writedown and reserve

-

60,639

Changes in assets and liabilities:

Increase in accounts receivable

(1,355,635 )

(322,968 )
Increase in inventory

(71,663 )

(160,995 )
Decrease (increase) in other current assets

244,535

(682,915 )
Decrease in other assets

-

3,416

Increase in income taxes payable

131,557

731

Increase (decrease) in accounts payable and accrued expenses

125,372

(158,184 )
Net cash provided by (used in) operating activities of continuing operations

789,409

(1,594,348 )
Net cash provided by operating activities of discontinued operations

-

1,122,359

Net cash provided by (used in) operating activities

789,409

(471,989 )
CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from sale, net of escrow

-

9,500,000

Proceeds from escrow receivable from sale

500,000

-

Purchase of property and equipment

(97,536 )

(1,349 )
Net cash provided by investing activities of continuing operations

402,464

9,498,651

CASH FLOWS FROM FINANCING ACTIVITIES

Net payments on line of credit

-

(4,813,178 )
Net payments on notes payable

-

(4,000,000 )
Payments on capital leases

(873 )

-

Net payments on notes payable - related party

(242,526 )

-

Proceeds from issuance of stock, net

-

1,734,400

Purchase of treasury stock

-

(900,000 )
Net cash used in financing activities of continuing operations

(243,399 )

(7,978,778 )

INCREASE IN CASH

948,474

1,047,884

CASH - BEGINNING OF PERIOD

348,398

83,391

CASH - END OF PERIOD

$ 1,296,872

$ 1,131,275

Cash paid during the period for:

Interest

$ 669,232

$ 313,037

Income taxes

$ -

$ 4,195

Non-cash financing activities:

Stock issued for payment of debt

$ -

$ 85,600

Acquisition of equipment through capital lease

$ 162,903

$ -

AMERINAC HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (Unaudited)
SIX MONTHS ENDED JUNE 30, 2019 AND 2018

	Common Stock				Additional		Accumulated
	Shares		Amount		Paid-in Capital		(Deficit)			Total

Balance, January 1, 2018		297,386	$	297	$	15,733,615	$	(10,103,722	)	$	5,630,190

Net income attributable to Amerinac
Holding Corp. shareholders		-		-		-		911,956			911,956

Balance, June 30, 2018		297,386	$	297	$	15,733,615	$	(9,191,766	)	$	6,542,146

Balance, January 1, 2019		313,636	$	313	$	16,383,599	$	(8,077,654	)	$	8,306,258

Net income attributable to Amerinac
Holding Corp. shareholders		-		-		-		1,016,847			1,016,847

Balance, June 30, 2019		313,636	$	313	$	16,383,599	$	(7,060,807	)	$	9,323,105

THREE MONTHS ENDED JUNE 30, 2019 AND 2018

	Common Stock				Additional			Accumulated
	Shares		Amount		Paid-in Capital		(Deficit)			Total

Balance, April 1, 2018		297,386	$	297	$	15,733,615	$	(9,544,791	)	$	6,189,121

Net income attributable to Amerinac
Holding Corp. shareholders		-		-		-		353,025			353,025

Balance, June 30, 2018		297,386	$	297	$	15,733,615	$	(9,191,766	)	$	6,542,146

Balance, April 1, 2019		313,636	$	313	$	16,383,599	$	(7,482,845	)	$	8,901,067

Net income attributable to Amerinac
Holding Corp. shareholders		-		-		-		422,038			422,038

Balance, June 30, 2019		313,636	$	313	$	16,383,599	$	(7,060,807	)	$	9,323,105

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

AMERINAC HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
SIX MONTHS ENDED JUNE 30, 2019 AND 2018

CASH FLOWS FROM OPERATING ACTIVITIES	2019			2018
Net income	$	1,330,798		$	1,276,249
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		407,055			372,328
Amortization of deferred financing fees		34,840			66,666
Non-cash lease expense		78,152			-
Deferred income taxes		365,727			-
Inventory reserve		7,000			-
Changes in assets and liabilities:
Increase in accounts receivable		(1,920,251	)		(1,355,635	)
Increase in inventory		(262,212	)		(71,663	)
Decrease in operating leases payable		(31,727	)		-
(Increase) decrease in other current assets		(52,336	)		244,535
Increase in other assets		(19,676	)		-
Increase in deferred revenue		23,247			-
Increase in income taxes payable		95,793			131,557
Increase in accounts payable and accrued expenses		751,007			125,372
Net cash provided by operating activities		807,417			789,409

CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from escrow receivable from sale		-			500,000
Purchase of property and equipment		(234,360	)		(97,536	)
Net cash (used) provided in investing activities		(234,360	)		402,464

CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on line of credit		(346,627	)		-
Payments on notes payable		(300,000	)		-
Payments on finance leases		(21,449	)		(873	)
Payments on notes payable - related party		-			(242,526	)
Net cash used in financing activities		(668,076	)		(243,399	)

(DECREASE) INCREASE IN CASH		(95,019	)		948,474

CASH - BEGINNING OF PERIOD		360,283			348,398

CASH - END OF PERIOD	$	265,264		$	1,296,872

Cash paid during the period for:
Interest	$	241,305		$	669,232

Non-cash financing activities:
Operating lease asset obtained in exchange for operating lease obligation	$	1,277,143		$	-
Acquisition of equipment through finance lease	$	-		$	162,903

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Amerinac Holding Corp. and Subsidiaries (the “Company”) distributes high-quality, predominantly domestically-manufactured, technically complex, nut and bolt products and a proprietary locking washer product that are for industrial and commercial applications that require a high level of certified and assured quality. Additionally, the Company manufactures specialty stainless steel, and related products for steel mills, steel forging operations, and various metal fabrication facilities.

The ~~Company's~~Company’s operations are carried out through its wholly-owned distribution subsidiary Creative Assembly Systems, Inc (“Creative Assembly”) and its majority-owned subsidiary, Prime Metals Acquisition LLC, a Delaware limited liability company (“PMAL”). ~~Until April 28, 2017, the Company’s operations were also carried out through its wholly-owned distribution subsidiary, Aero-Missile Components, Inc. (“Aero-Missile”).~~ Creative Assembly is a value added distributor of proprietary and specialty fasteners primarily serving the heavy truck, automotive, transportation, and infrastructure industries. Aero-Missile had stocking distributor relationships with a number of United States fastener manufacturers. Aero-Missile predominantly sold to all levels of the aviation industry original equipment manufacturers, maintenance and repair organizations, and other distributors, as well as to the United States Department of Defense (“Department of Defense”).

PMAL manufactures specialty ingot and electrode products which are supplied for investment castings, forging, ring rolling, and plate production. PMAL also manufactures shot products and master alloys which are sold to other melt shops, and provides manufacturing support services. The flexible manufacturing operations at PMAL enable the Company to offer a wide range of product grades in customer specific order quantities. The primary grade types include stainless steels, tool steels, ~~nickel based~~nickel-based grades, cobalt based grades and some nonferrous alloys. The Company also offers toll conversion melting services.

On April 28, 2017, the Company and Aero-Missile entered into an Asset Purchase Agreement (the “Aero-Missile Asset Purchase Agreement”) with Apollo Aerospace LLC (“Apollo”) pursuant to which Aero-Missile sold substantially all of its assets to Apollo and Apollo assumed certain liabilities of Aero-Missile (the “Asset Sale”) for an aggregate purchase price of $10.5 million paid by Apollo to Aero-Missile. The purchase price is subject to a working capital adjustment and $1.0 million being held in escrow (of which $500,000 was received in April 2018) to secure the indemnification obligations of the Company and Aero-Missile. During the third quarter of 2017, it was determined that $22,500 was owed by the Company to Apollo, under the terms of the working capital adjustment. Pursuant to the Aero-Missile Asset Purchase Agreement, the Company and Aero-Missile were required to change their corporate names. On May 1, 2017, Aero-Missile changed its name to “PolyAero Inc.” and on June 28, 2017, the Company changed its name to “Amerinac Holding Corp.”

Simultaneous with the sale of Asset Sale, the Company repaid all amounts owing to C3 under Note A and Note B. The total amount repaid was $4 million plus accrued interest of $42,389. In addition, the Company purchased the 96,697 shares of common stock of the Company owned by C3 for an aggregate purchase price of $900,000 that was mutually agreed to by the Company and C3.

On April 28, 2017, the balance of the proceeds of the Asset Sale, totaling $4,557,611, were used to partially pay down the principal balance of the WBCC Revolving Loan. Although the WBCC Revolving Loan was senior to Note A and B, WBCC consented to the early repayment of these loans in full.

~~All financial results of Aero-Missile are classified as discontinued operations for the purposes of this quarterly report.~~

On July 12, 2017, the Company entered into an Asset Purchase Agreement (the “Prime Asset Purchase Agreement”) with Prime Metals & Alloys, Inc., a Delaware corporation, (“Prime Metals”) pursuant to which PMAL would purchase all of the assets of Prime Metals for an aggregate purchase price of $9.6 million pursuant to an order of the Bankruptcy Court approving the sale under Section 363 of the Bankruptcy Code. Pursuant to an order of the Bankruptcy Court, the Company paid a deposit of $0.5 million to be held in escrow. The deposit was credited to the purchase price at Closing. On March 2, 2017, Prime Metals filed a voluntary petition for relief under chapter 11 of title of the United States Code (as amended, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Western District of Pennsylvania (the “Bankruptcy Court”) at case no. 17-70164-JAD.

On August, 17, 2017, PMAL purchased substantially all of the assets of Prime Metals for $9.6 million in cash pursuant to the Prime Asset Purchase Agreement. To finance the purchase of the assets, on August 17, 2017, PMAL entered into a Credit Agreement (the “Credit Agreement”) with SummitBridge National Investments V LLC (“Summit”) pursuant to which Summit made Loans to PMAL: (1) a Term Loan in the amount of $4.5 million (“Term Loan A”) and (2) a Term Loan in the amount of $3.5 million (“Term Loan B”). In addition, in consideration for Summit making the Loans, PMAL issued to SBN V PMA LLC, an affiliate of Summit (“SBN”), membership interests in PMAL equal to 25% of the equity ownership of PMAL ( the “SBN Membership Interests”).

~~The Company has guaranteed payment of Term Loan A and Term Loan B pursuant to a Guaranty Agreement made by the Company as of the Effective Date.~~

The Credit Agreement also contains customary covenants, representations and warranties of the parties, including, among others (1) the grant by PMAL to Summit of a security interest on all of the assets of PMAL, (2) a pledge with respect to the equity interests in PMAL owned by the Company, and (3) an unconditional and irrevocable guaranty by the Company of the performance by PMAL of the obligations under the Credit Agreement. In addition, until all amounts under Term Loan A and Term Loan B are paid in full, PMAL has agreed to comply with certain financial covenants that require PMAL to meet pre-established financial ratios. Covenant calculations commenced with the period ending December 31, 2017. As of June 30, 2018, the Company was in compliance with the covenants.

On July 17, 2017, the Company completed the closing of a private placement (the “Private Placement”) with approximately 17 accredited investors (the “Investors”), pursuant to which the Company sold to the Investors a total of 75,500 shares of restricted common stock (the “Shares”) of the Company at a purchase price of $40.00 per share, and total consideration of $3.02 million.

~~On September 28, 2017, the Company sold an additional 15,750 Shares at a purchase price of $40.00 per share, and total consideration of $630,000 to 5 Investors.~~

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these unaudited condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in the Company’s opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the six months ended June 30, ~~2018~~2019 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto for the year ended December 31, ~~2017~~2018 included in the Company’s Annual Report on Form 10-K filed on March ~~28, 2018.~~26, 2019.

The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly and majority owned subsidiaries. All inter-company accounts have been eliminated. ~~All financials results of Aero-Missile are classified as discontinued operations for the purposes of this quarterly report.~~

Basic earnings ~~(loss)~~ per share is calculated by dividing net profit attributable to common stockholders by the weighted average number of outstanding common shares during the year. Basic earnings ~~(loss)~~ per share excludes any dilutive effects of options, warrants and other stock-based compensation, which are included in diluted earnings per share. When a company is in a loss situation, all outstanding dilutive shares are excluded from the calculation of diluted earnings because their inclusion would be antidilutive; and the basic and fully diluted common shares outstanding are stated to be the same. There were no dilutive shares as of June 30, ~~2018~~2019 and ~~2017.~~2018.

The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimates ~~are~~relate to the useful lives and impairment considerations of ~~tangible~~long-lived and intangible assets, reserves for inventory and accounts receivable, ~~estimate of the valuation allowance against deferred tax~~going concern considerations, discount rates in connection with right-of-use assets and the valuation of ~~put option and~~ redeemable non-controlling interest.

Accounts receivable are recorded net of reserves for sales returns and allowances and net of provisions for doubtful accounts. The Company records an allowance for doubtful accounts to allow for any amounts that may not be recoverable. The amount of the allowance is based on an analysis of the Company’s prior collection experience, customer credit worthiness, and current economic trends. Based on management’s review of accounts receivable, the Company carries an allowance for doubtful accounts of $78,753 as of June 30, ~~2018~~2019 and December 31, ~~2017, respectively.~~2018. The Company determines receivables to be past due based on the payment terms of original invoices. Accounts are written off against the allowance when deemed uncollectable. Interest is not typically charged on past due receivables.

For the Company’s distribution subsidiary, Creative Assembly, inventories consist only of finished goods and are carried at the lower of cost on an average cost basis, or net realizable value. When necessary, management records an inventory reserve for estimated obsolescence or unmarketable inventory based upon the age of the respective part and the knowledge of future demand of inventory on hand as well as other market conditions and events. ~~As of June 30, 2018 and December 31, 2017, the inventory reserve was $194,555.~~

~~For the Company’s distribution subsidiary, management~~Management believes that the longer a part sits on the shelf the higher the likelihood that it will not sell in the future. This belief is not unique to the fastener industry. While management constantly assesses viability of a part within the customer base, it also believes that a reserve should be carried to reflect product that is aging out, as opposed to product that management identified based on a specific event. As of June 30, ~~2018,~~2019, the ~~Company’s distribution subsidiary~~Company had more than 4,000 unique part numbers on hand that had carrying value. Management believes that the two methods, specific identification and reserve based on age, to analyzing inventory will reflect the appropriate balance sheet value. As of June 30, 2019 and December 31, 2018, the inventory reserve for Creative Assembly was $75,160 and $68,160, respectively.

For the Company’s manufacturing subsidiary, PMAL, management believes volatility in the broader metal markets will have an impact on all aspects of raw material, work in process, and finished goods inventory. At June 30, 2018, finished goods, raw materials and consumables were $447,237, $967,773, and $502,202, respectively. At December 31, 2017, finished goods, raw materials and consumables were $341,416, $1,185,795 and $362,736, respectively. Management actively seeks to minimize inventory working capital, and increase inventory turns to eliminate any impacts from market fluctuations. As of June 30, ~~2018,~~2019, the Company’s manufacturing subsidiary had more than 500 unique metal chemistries it produced, but keeps minimal finished inventory on hand. ~~Management will evaluate the need to change inventory on hand levels.~~

For ~~the Company’s manufacturing subsidiary,~~ PMAL, inventories are carried at the lower of cost on an average cost basis, or net realizable value. When necessary, management records an inventory reserve for estimated obsolescence or unmarketable inventory based upon knowledge of future demand of inventory on hand as well as other market conditions and events. As of June 30, ~~2018~~2019 and December 31, ~~2017,~~2018, the inventory reserve for PMAL was ~~$143,705.~~ $82,849.

The Company’s ~~sole manufacturing subsidiary was acquired in the third quarter of 2017. As part~~inventory consists of the ~~acquisition, inventory is recorded net of any reserve.~~following:

Property, land and equipment are stated at cost less accumulated depreciation and amortization. The Company computes depreciation and amortization using the straight-line method over the estimated useful lives of the assets acquired as follows:

The carrying amount of all long-lived assets is evaluated ~~periodically~~when an indicator of impairment exists to determine whether adjustment to the useful life or to the unamortized balance is warranted. Such evaluation is based principally on the expected utilization of the long-lived assets.

At June 30, 2019, Remelt Sources, Inc., Universal Stainless & Alloy Products, PACCAR, Eastham Forge and Drive Automotive receivables were 17.8%, 13.4%, 11.9%, 11.2% and 10.2% of total receivables, respectively. At December 31, 2018, Remelt Sources, Inc., AMG-Vanadium, PACCAR, and Universal Stainless & Alloy Products receivables were 20.9%, 15.0%, 14.0%, and 13.0% of total receivables, respectively.

For the six-month period ending June 30, 2019, Remelt Sources, Inc., AMG-Vanadium, PACCAR and Universal Stainless & Alloy Products accounted for 20.3%, 17.0%, 15.6%, and 12.0% of sales, respectively. For the three-month period ending June 30, 2019, Remelt Sources, Inc., AMG-Vanadium, PACCAR and Universal Stainless & Alloy Products accounted for 21.8%, 15.7%, 16.2%, and 10.8% of sales, respectively. For the six-month period ending June 30, 2018, Remelt Sources, Inc., AMG-Vanadium, Ametek, PACCAR and Universal Stainless & Alloy Products accounted for 19.5%, 16.4%, 15.1%, 13.7% and 12.5% of sales, respectively. For the three-month period ending June 30, 2018, Remelt Sources, Inc., Ametek, AMG-Vanadium, ~~Ametek,~~ PACCAR and Universal Stainless & Alloy Products accounted for 21.1%, ~~14.2%~~18.7%, ~~18.7%~~14.2%, 14.1% and 11.4% of sales, respectively. ~~For the six-month period ending June 30, 2017, PACCAR accounted for 49% of sales.~~

At June 30, 2018, Ametek, Remelt Sources, Inc., PACCAR, AMG-Vanadium, and Universal Stainless & Alloy Products receivables were 17.3%, 15.8%, 14.6%, 12.6% and 12.1% of total receivables, respectively. At December 31, 2017, Universal Stainless & Alloy Products, Remelt Sources, Inc., PACCAR, Ametek and Eastham Forge receivables were 17.0%, 15.2%, 13.5%, 10.3% and 10.2% of total receivables, respectively.

For the six-month ~~and three-month periods~~period ending June 30, ~~2018,~~2019, no supplier represented more than 10% of purchases. For the three-month period ending June 30, 2019, no supplier represented more than 10% of purchases. For the six-month period ending June 30, ~~2017,~~2018, no supplier represented more than 10% of purchases. For the three-month period ending June 30, 2018, no supplier represented more than 10% of purchases. At June 30, 2019, AVK represented approximately ~~30.5%~~16.9% of ~~purchases. For nearly all suppliers, the Company looks to have secondary supply outlets. However, manufacturing issues with any supplier could cause temporary disruptions to the Company. On June 30,~~accounts payable. At December 31, 2018, AVK represented approximately ~~21.3% of accounts payable. On December 31, 2017, AVK represented approximately 17%~~11.8% of accounts payable.

In accordance with the authoritative guidance for fair value measurements and the fair value election for financial assets and financial liabilities, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. A three-tiered hierarchy was established that draws a distinction between market participant assumptions based on the following:

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurements requires judgment, and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.

The carrying amounts reported in the unaudited condensed consolidated balance sheets for cash, accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term maturity of the financial instruments.

The Company believes that its indebtedness approximates fair value based on current yields for debt instruments with similar terms.

The Company provides for income taxes under ~~ASC~~Accounting Standards Codification (“ASC”) Topic 740-10. ASC Topic 740-10 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. Temporary differences relate primarily to different accounting methods used for depreciation and amortization of property and ~~equipment and deferred compensation.~~equipment.

ASC Topic 740-10 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

ASC Topic 740-10 clarifies the accounting for uncertainty in income tax positions, as defined. It requires, among other matters, that the Company recognize in our unaudited condensed consolidated financial statements, the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company analyzes the filing positions in all of the federal and state jurisdictions where the Company is required to file income tax returns, as well as all open tax years in these jurisdictions. As of June 30, ~~2018,~~2019, the Company did not record any unrecognized tax benefits. The ~~Company's~~Company’s policy, if it had unrecognized benefits, is to recognize accrued interest and penalties related to unrecognized tax benefits as interest expense and other expense, respectively.

The Tax Cuts and Jobs Act (the “Tax Act”), enacted on December 22, 2017, among other things, permanently lowered the statutory federal corporate tax rate from 35% to 21%, effective for tax years including or beginning January 1, 2018. Under the guidance of ASC 740, “Income Taxes” ~~(“ASC 740”)~~, the Company revalued its net deferred tax assets on the date of enactment based on the reduction in the overall future tax benefit expected to be realized at the lower tax rate implemented by the new legislation. Although in the normal course of business the Company is required to make estimates and assumptions for certain tax items which cannot be fully determined at period end, the Company did not identify items for which the income tax effects of the Tax Act have not been completed as of June 30, ~~2018~~2019 and December 31, ~~2017~~2018 and, therefore, considers its accounting for the tax effects of the Tax Act on its deferred tax assets and liabilities to be complete as of June 30, ~~2018~~2019 and December 31, ~~2017.~~2018.

In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09"). This update outlines a new comprehensive revenue recognition model that supersedes most current revenue recognition guidance and requires companies to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The FASB has issued several updates to ASU 2014-09, which collectively with ASU 2014-09, represent the FASB Accounting Standards Codification Topic 606 (“ASC 606”). On January 1, 2018, we adopted ASC 606 for all contracts using the modified retrospective method, which means the historical periods are presented under the previous revenue standards with the cumulative net income effect being adjusted through retained earnings. The adoption of ASC 606 did not have a material effect on our unaudited condensed consolidated financial statements.

The Company accounts for revenue recognition in accordance with ASC Topic 606 (“ASC 606”). The core principle of ASC 606 is to recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASC 606 defines a five-step process to achieve this core principle, which includes; (1) Identifying contracts with customers, (2) Identifying performance obligations within those contracts, (3) Determining the transaction price, (4) Allocating the transaction price to the performance ~~obligation~~obligations in the contract, which may include an estimate of variable consideration, and (5) Recognizing revenue when or as each performance obligation is satisfied.

We adopted the New Revenue Standard on January 1, 2018 using the modified retrospective approach. The New Revenue Standard did not have an impact on the amount and timing of our revenue recognition. Results for reporting periods beginning on and after January 1, 2018 are presented under the New Revenue Standard, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect for those periods.

Revenue primarily consists of sales of fasteners, specialty ingot products and master alloys and tolling services. We generate our revenue primarily from the sale of finished products and tolling services to customers, therefore, the significant majority of our contracts are short-term in nature and have a single performance obligation to deliver products or services, in which our performance obligation is satisfied when control of the product is transferred to the customer or the service is performed. Some contracts contain a combination of product sales and services which are distinct and accounted for as separate performance obligations. Our performance obligations for services are satisfied when the services are rendered within the arranged service period. Tolling revenue is recognized when the tolling service is completed.

Revenue is recognized when control transfers to our customers via shipment of products or delivery of services. Shipping and handling costs are considered fulfillment activities and as such are not accounted for as separate performance obligations. We measure revenue as the amount of consideration we expect to be entitled to receive in exchange for those goods or services, net of any variable considerations (e.g., rights to return product, sales incentives, others) and any taxes collected from customers and subsequently remitted to governmental authorities.

~~Product Returns~~ The Company applied the practical expedient available under ASC 606 to disregard determining significant financing components if the good or service is transferred and payment is received within one year.

We estimate product returns based on historical experience and record them on a gross basis. Substantially all of Creative Assembly ~~Systems~~ customer returns relate to products that are returned under warranty obligations underwritten by manufacturers. Substantially all of ~~Prime Metals Acquisition LLC~~PMAL customer returns relate to products which do not meet customer requirements and are replaced by the Company.

We occasionally receive advance payments to secure product to be delivered in future periods. These advance payments are recorded as deferred revenue, and revenue is recognized as our performance obligations are satisfied throughout the term of the applicable contract. We may also purchase metal on our customer’s behalf, sell the unprocessed metal to our customer, and then process and ship the material, charging a processing fee at the time of shipment. For these specific non-tolling arrangements in which we purchase metal for a customer, a single performance obligation exists, and as a result, amounts invoiced to our customers for the metal purchased on their behalf is recorded as deferred revenue until the metal is processed and shipped. The Company recorded deferred revenue of $23,247 as of June 30, 2019. The Company did not record any deferred revenue as of ~~June 30, 2018 or~~ December 31, ~~2017.~~2018.

Non-controlling interests that are not subject to redemption rights are classified in permanent equity. Redeemable non-controlling interests are classified outside of permanent equity on the unaudited condensed consolidated balance sheets.

On August, 17, 2017, PMAL purchased substantially all of the assets of Prime Metals for $9.6 million in ~~cash pursuant to the Prime Asset Purchase Agreement.~~cash. To finance the purchase of the assets, PMAL entered into ~~the Credit Agreement~~a credit agreement (the “Credit Agreement”) with ~~Summit~~SummitBridge National Investments V LLC (“Summit”) pursuant to which Summit made ~~Loans~~loans to PMAL: (1) a Term Loan Ain the amount of $4.5 million (“Summit Term Loan A”) and (2) a Term Loan B.in the amount of $3.5 million (“Summit Term Loan B”) (collectively, the “Summit Loans”). In addition, in consideration for Summit making the ~~Loans,~~loans, PMAL issued membership interests representing 25% ownership of PMAL to an affiliate of Summit, SBN V PMA LLC (“SBN”) (the “SBN Membership Interests”). Pursuant to the ~~SBN~~terms of the Summit Loans and because PMAL repaid the Summit Loans within thirty-six (36) months of the origination of the Summit Loans, the SBN Membership ~~Interests. The SBN Membership~~ Interests ~~represent~~were reduced from 25% ~~ownership~~to 20% of ~~PMAL.~~PMAL as of September 1, 2018.

PMAL has granted SBN a put right under the operating agreement for PMAL for the SBN Membership Interests. On August 31, 2018, the operating agreement for PMAL was amended to provide that on the earlier of ~~August 17, 2020~~November 30, 2021 or the date of a change in control of PMAL, SBN has the right but not the obligation to require PMAL to repurchase all of the SBN Membership Interests at market equity value (“Market Equity Value”). Market Equity Value shall be equal to the higher of (i) value of PMAL implied by a sale, (ii) 4.5 x EBITDA for the trailing twelve months plus cash, less all outstanding funded indebtedness or (iii) fair market value as determined by mutual agreement between PMAL and SBN, or failing that by an independent firm mutually agreed to. SBN has granted PMAL a call right under the operating agreement for PMAL for the SBN Membership Interests. On August 17, 2021, PMAL has the right but not the obligation to require SBN to sell all of the SBN Membership Interests at Market Equity Value.

The Company has accounted for this in accordance with ASC 480-10-55-59, as a redeemable non-controlling interest. At acquisition $400,000 was recorded as SBN’s PMAL equity ownership. This amount, plus SBN’s pro rata net income allocation is reflected before stockholders’ equity as Redeemable Non-Controlling interest. The redeemable non-controlling interest was reduced for the reduction in membership interests from 25% to 20% in 2018, as noted above. SBN’s pro-rata net income allocation was made at a rate of 25% through August 31, 2018 and 20% commencing September 1, 2018 in accordance with the reduction in membership interests.

~~3. ACQUISITION AND BUSINESS COMBINATION~~Recently Adopted Authoritative Pronouncements

~~On July 12, 2017,~~In February 2016, the ~~Company~~Financial Accounting Standards Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) No. 2016-02, which requires lessees to recognize leases on-balance sheet and ~~PMAL entered into an Asset Purchase Agreement with Prime Metals. On August 17, 2017, PMAL purchased substantially all of the assets of Prime Metals~~disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a ~~purchase price of $9.6 million. The assets~~right-of-use model (“ROU”) that requires a lessee to recognize a ROU asset and ~~liabilities of PMAL were recorded at their respective fair values as of the closing date of the acquisition, and the following table summarizes these values based~~lease liability on the balance sheet ~~at August 17, 2017~~for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the ~~Purchase Price Allocation performed as of December 31, 2017.~~

~~Acquisition costs were approximately $170,000, which are included in general and administrative expenses in 2017.~~

~~The following unaudited pro forma information does not purport to present what the Company’s actual results would have been had the acquisition occurred~~new standard is effective on January 1, ~~2017, nor~~2019. A modified retrospective transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial ~~information indicative~~statements as its date of initial application. If an entity chooses the ~~results~~second option, the transition requirements for existing leases also apply to leases entered into between the date of ~~future operations.~~initial application and the effective date. The ~~following table represents~~entity must also recast its comparative period financial statements and provide the ~~unaudited consolidated pro forma results of operations~~disclosures required by the new standard for the ~~six months ended June 30, 2017 as if~~comparative periods. The Company adopted the ~~acquisition had occurred~~new standard on January 1, ~~2017.~~

~~The Company’s unaudited condensed consolidated financial statements for~~2019 and used the ~~six months ending June 30, 2018 include the actual results of PMAL since~~effective date as the date of initial application. Consequently, financial information will not be updated and the ~~acquisition, August 17, 2017.~~disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The ~~six months ended June 30, 2017, pro forma results above include six months~~new standard provides a number of ~~pro forma results~~optional practical expedients in transition. The Company elects the ‘package of practical expedients’, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direct costs. Under this elected package of practical expedients, the Company does not separate non-lease components from the lease component. Therefore, all lease and non-lease components are combined and accounted for ~~PMAL. For~~as a single lease component. On adoption, the ~~three and six months ended June 30, 2018,~~Company recognized additional operating lease liabilities of approximately $251,000 with corresponding ROU assets of the ~~PMAL operations had a net income before taxes~~same amount based on the present value of ~~$353,440 and $1,899,935, respectively, that was included in~~ the ~~Company’s Condensed Consolidated Statements of Operations, which consisted of $8,591,327 and $16,814,146 in revenues, respectively.~~remaining minimum rental payments under current leasing standards for existing operating leases.

~~4. DISCONTINUED OPERATIONS~~In June 2018, the FASB, issued ASU No. 2018-07 to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The new guidance expands the scope of ASC 718 to include share-based payments granted to nonemployees in exchange for goods or services used or consumed in an entity’s own operations and supersedes the guidance in ASC 505-50. The guidance is effective for public business entities in annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted, including in an interim period for which financial statements have not been issued, but not before an entity adopts ASC 606. This was adopted on January 1, 2019 and did not have a material impact on the Company’s financial position and results of operations.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350), which includes provisions intended to simplify the test for goodwill impairment. The standard is effective for annual periods beginning after December 15, 2019, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the adoption of this standard to have a significant impact on its financial position and results of ~~our Aero-Missile business, sold~~operations.

No other recently issued accounting pronouncements had or are expected to have a material impact on ~~April 28, 2017, for~~ the ~~six and three months ended June 30, 2017 are presented as discontinued operations, net of income taxes on our~~Company’s unaudited condensed consolidated ~~statement of income. The following table presents~~ financial ~~results of the Aero-Missile business:~~statements.

The Company’s 220,000 square foot facility is located at 101 Innovation Drive, Homer City, PA. The facility is located on approximately 38 acres and was purchased in 2007. The facility houses the manufacturing operations of PMAL. ~~The useful life of the building is estimated to be at least 30 years. The useful life of the machinery and equipment is estimated to range from 3 to 10 years.~~ Depreciation expense was ~~$206,162~~$307,554 and ~~$7,538~~$206,162 for the six months ended June 30, ~~2018~~2019 and ~~2017.~~2018. Depreciation expense was $155,455 and $70,696 for the three months ended June 30, 2019 and 2018.

	June 30, 2018			December 31, 2017			June 30, 2019			December 31, 2018

Land, buildings and improvements	$	3,410,000		$	3,410,000		$	3,419,779		$	3,419,779
Equipment		3,291,074			3,030,635			3,698,189			3,463,829
Total		6,701,074			6,440,635			7,117,968			6,883,608
Less accumulated depreciation		(471,759	)		(198,929	)		(1,065,979	)		(758,425	)
Net property, land and equipment	$	6,229,315		$	6,241,706		$	6,051,989		$	6,125,183

As described in Note 1,7, the Company has ~~$7,343,675~~$5,295,431 in notes secured against the property, land and equipment.

Accounts payable and accrued expenses consists of the following as of June 30, ~~2018~~2019 and December 31, ~~2017:~~2018:

The customer lists are estimated to have a useful life of 10 years. As of June 30, ~~2018,~~2019, the value, net of amortization, of the customer list was ~~$1,807,585.~~$1,608,583.

Amortization expense for the years ended December 31, ~~2018~~2019 through ~~2022~~2023 will be $199,000 per year. The Company will continue to expense $199,000 annually until 2027. ~~For~~Amortization expense was $99,501 for each of the ~~three and~~ six months ended June 30, 2019 and 2018 ~~$49,750~~ and ~~$99,500 was amortized.~~$49,751 for each of the three months ended June 30, 2019 and 2018.

The Company determines if a contract contains a lease at inception. US GAAP requires that the Company’s leases be evaluated and classified as operating or finance leases for financial reporting purposes. The classification evaluation begins at the commencement date and the lease term used in the evaluation includes the non-cancellable period for which the Company has the right to use the underlying asset, together with renewal option periods when the exercise of the renewal option is reasonably certain and failure to exercise such option which result in an economic penalty. All of the Company’s real estate leases are classified as operating leases.

Most real estate leases include one or more options to renew, with renewal terms that generally can extend the lease term for an additional four to five years. The exercise of lease renewal options is at the Company’s discretion. The Company evaluates renewal options at lease inception and on an ongoing basis, and includes renewal options that it is reasonably certain to exercise in its expected lease terms when classifying leases and measuring lease liabilities. Lease agreements generally do not require material variable lease payments, residual value guarantees or restrictive covenants.

The Company’s leases generally do not provide an implicit rate, and therefore the Company uses its incremental borrowing rate as the discount rate when measuring operating lease liabilities. The incremental borrowing rate represents an estimate of the interest rate the Company would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of a lease within a particular currency environment. The Company used incremental borrowing rates as of January 1, 2019 for operating leases that commenced prior to that date.

The Company’s weighted average remaining lease term and weighted average discount rate for operating leases as of June 30, 2019 are:

The components of lease expense, included in general and administrative expenses and interest expense on the unaudited condensed consolidated statements of income, are as follows:

Supplemental disclosures of cash flow information related to leases for the six months ended June 30, 2019 were as follows:

Cash paid for operating lease obligations was $52,633. Operating lease asset obtained for operating lease obligation was $1,277,143.

The table below reconciles the undiscounted future minimum lease payments (displayed by year and in the aggregate) under noncancelable operating leases with terms of more than one year to the total operating lease liabilities recognized on the unaudited condensed consolidated balance sheets as of June 30, 2019:

The Company has two leased facilities, which are office, manufacturing and warehouse space. In some cases the Company is responsible for real estate taxes, utilities, and repairs under the terms of certain of the operating leases. Under the elected package of practical expedients, the Company does not separate non-lease components from the lease component. Therefore all lease and non-lease components are combined and accounted for as single lease component. The lease on our facility in Texas expired in February 2019. In May 2019, we entered into a new lease for a new Texas facility that commenced on May 1, 2019 and recorded a right of use asset and corresponding lease liability in the second quarter of 2019. This Texas facility lease calls for payments until expiration in 2024 totaling $576,180. The annual payments are $57,618 for the year 2019, $236,115 for each of the years 2020, 2021, 2022 and 2023 and $57,618 for the year 2024. Our Ohio facility calls for lease payments until expiration totaling $243,833. The annual payments are $77,000 for each of the years 2019, 2020 and 2021 and $57,750 for 2022. Lease expense was $54,883 for the six months ended June 30, 2018. Lease expense was $29,208 for the three months ended June 30, 2018. Lease expense for the six months ended June 30, 2019 includes $14,133 related to month to month lease expense in the Texas facility prior to commencement of the new agreement on May 1, 2019 as noted above.

The table below presents the future minimum repayments of finance lease obligations for the Company as of June 30, 2019:

The Company entered into a finance lease for a forklift effective July 1, 2019. The lease runs for 49 months with an interest rate of 5.5% and a monthly payment of $399. Total payments will equal $19,534.

The table below presents the future minimum repayments of capital lease obligations for the Company as of December 31, 2018:

The Company’s weighted average remaining lease term and weighted average discount rate for finance leases as of June 30, 2019 are:

On August, 17, 2017, ~~(the “Effective Date”),~~ PMAL purchased substantially all of the assets of Prime Metals for $9.6 million in ~~cash pursuant to the Prime Asset Purchase Agreement.~~cash. To finance the purchase of the assets, on August 17, 2017, PMAL entered into the Credit Agreement with Summit pursuant to which made the Summit Loans to PMAL: (1) Summit Term Loan A and (2) Summit Term Loan B. In addition, in consideration for Summit making the Summit Loans, PMAL issued to SBN, the SBN Membership Interests. On August 31, 2018, PMAL fully repaid the Summit Loans.

Summit Term Loan A ~~will accrue~~accrued each month at either 17.5% interest per annum (with 12.5% payable monthly and 5.0% accruing to the outstanding balance of Term Loan A, payable at maturity) or 17.0% interest per annum, payable monthly. Summit Term Loan A ~~has~~had a Maturity date of August 17, 2020. ~~Any prepayments of principal during the period from the Effective Date through the day before the one year anniversary of the Effective Date will be subject to a fee payable to~~ Summit equal to the interest that would have accrued on the principal amount prepaid from the date of such prepayment through the day before the one year anniversary of the Effective Date with the exception that such fee shall not be chargeable to PMAL if the specific prepayment resulted solely from the operating cash flow of PMAL. Term Loan A ~~will begin amortizing on the thirteenth (13) month following the Effective Date. Term Loan A is~~was secured against all of the assets of PMAL.

Summit Term Loan B ~~will accrue~~accrued each month at either 17.5% interest per annum (with 14.0% payable monthly and 3.5% accruing to the outstanding balance of Term Loan B, payable at maturity) or 17.0% interest per annum, payable monthly. Term Loan B ~~has~~had a Maturity date of August 17, 2020. ~~Any prepayments of principal during the period from the Effective Date through the day before the one year anniversary of the Effective Date will be subject to a fee payable to~~ Summit equal to the interest that would have accrued on the principal amount prepaid from the date of such prepayment through the day before the one year anniversary of the Effective Date with the exception that such fee shall not be chargeable to PMAL if the specific prepayment resulted solely from the operating cash flow of PMAL. Term Loan B ~~will begin amortizing on the second month following the Effective Date. Term Loan B is~~was secured against all of the assets of PMAL.

The Company ~~has~~ guaranteed payment of ~~Term Loan A and Term Loan B~~the Summit Loans pursuant to a Guaranty Agreement made by the Company as of ~~the Effective Date.~~August 17, 2017.

The Credit Agreement also contained customary covenants, representations and warranties of the parties, including, among others (1) the grant by PMAL to Summit of a security interest on all of the assets of PMAL, (2) a pledge with respect to the equity interests in PMAL owned by the Company, and (3) an unconditional and irrevocable guaranty by the Company of the performance by PMAL of the obligations under the Credit Agreement. In addition, until all amounts under the Summit Loans were paid in full, PMAL agreed to comply with certain financial covenants that required PMAL to meet pre-established financial ratios.

The Company has accounted for this in accordance with ASC 480-10-55-59, as a redeemable non-controlling interest. At acquisition $400,000 was recorded as SBN’s PMAL equity ownership. This amount, plus SBN’s pro rata net income allocation is reflected before stockholders’ equity as Redeemable Non-Controlling interest. Due to the SBN Membership Interests, Summit is considered a related party of the Company for the purposes of these unaudited condensed consolidated financial statements.

~~The Credit Agreement also contains customary covenants, representations and warranties of the parties, including, among others (1) the grant by PMAL~~ Pursuant to Summit of a security interest on all of the assets of PMAL, (2) a pledge with respect to the equity interests in PMAL owned by the Company, and (3) an unconditional and irrevocable guaranty by the Company of the performance by PMAL of the obligations under the Credit Agreement. In addition, until all amounts under Term Loan A and Term Loan B are paid in full, PMAL has agreed to comply with certain financial covenants that require PMAL to meet pre-established financial ratios. Covenant calculations commenced with the period ending December 31, 2017. As of June 30, 2018, the Company was in compliance with the covenants.

The Company has two leased facilities, which are office, manufacturing and warehouse space. Our Texas facility is leased under an operating lease that is less than three years in duration. Our Ohio facility is leased under an operating lease that is more than three years in duration. In some cases the Company is responsible for real estate taxes, utilities, and repairs under the terms of ~~certain~~the Summit Loans and because PMAL repaid the Summit Loans within thirty-six (36) months of the ~~operating leases. Our Texas facility lease calls for payments until expiration in February 2019 totaling $49,467. The annual payments for~~origination of the Summit Loans, the SBN Membership Interests were reduced from 25% to 20% of PMAL as of September 1, 2018. SBN’s pro-rata net income allocation was made at a rate of 25% through August 31, 2018 and ~~2019 are $42,400 and $7,067. Our Ohio facility calls for lease payments until expiration totaling $365,750. The annual payments are $77,000 for each of~~20% commencing September 1, 2018 in accordance with the ~~years 2018, 2019, 2020 and 2021 and $57,750 for 2022.~~reduction in membership interests.

~~The table below presents the future minimum repayments capital lease obligations for the Company as of June 30, 2018~~

Years ending December 31,

Capital lease obligations

2018 (remaining six months)

$ 18,690

2019

$ 38,775

2020

$ 40,712

2021

$ 42,746

2022

$ 21,106

Total

$ 162,030

The following table shows the value of the non-controlling interests (“NCI”) for the six-month period ending June 30, 2019:

The following table shows the value of the non-controlling interests (“NCI”) for the three-month period ending June 30, 2019:

The following table shows the change in the value of the NCI for the six-month period ending of June 30, 2018:

The following table shows the value of the non-controlling interests (“NCI”) for the three-month period ending June 30, 2018:

On August 31, 2018, PMAL entered into a Loan and Security Agreement (the “PMAL Loan and Security Agreement”) with Berkshire Bank (“Berkshire Bank”) establishing: 1) a new revolving credit facility in an aggregate principal amount of up to $6.0 million (the “Berkshire Revolving Loan”), 2) a term loan in the amount of $3.5 million (“Berkshire Term Loan A”) and 3) a term loan in the amount of $1.5 million (“Berkshire Term Loan B”). Borrowings under the Berkshire Revolving Loan may be used to finance working capital and other general corporate purposes. The Berkshire Revolving Loan had a borrowing base of approximately $3.3 million on June 30, 2019 of which the Company had drawn $745,431.

On August 31, 2018, pursuant to the PMAL Loan and Security Agreement, PMAL used an amount of $7,678,814 under the Loan and Security Agreement to fully repay the Summit Loans.

Borrowings under the Berkshire Revolving Loan bear interest at a rate equal to the Intercontinental Exchange Benchmark Administration Ltd. London Interbank Offered Rate (“ICE LIBOR”) rate plus 3.25%, which was 5.69% at June 30, 2019. Berkshire Term Loan A and Berkshire Term Loan B bear interest at ICE LIBOR rate plus 4.25%, which was 6.69% at June 30, 2019.

The outstanding principal amount of any borrowings under the Berkshire Revolving Loan will be due and payable on August 21, 2021, subject to an earlier maturity date upon an event of default (the “Revolving Credit Maturity Date”). Berkshire Term Loan A has a maturity date the earlier of (i) August 31, 2023 or (ii) the Revolving Credit Maturity Date. Berkshire Term Loan B has a maturity date the earlier of (i) August 31, 2023 or (ii) the Revolving Credit Maturity Date. The principal balance of Berkshire Term Loan A shall be paid in equal monthly installments of $41,667 commencing on October 1, 2018. Any unpaid principal and interest shall be due on the maturity date. The principal balance of Berkshire Term Loan B shall be paid in equal monthly installments of $8,334 commencing on October 1, 2018. Any unpaid principal and interest shall be due on the maturity date.

The PMAL Loan and Security Agreement contains usual and customary covenants for financings of this type, including, among other things: (i) requirements to deliver financial statements, other reports and notices; (ii) restrictions on indebtedness; (iii) restrictions on dividends, distributions and redemptions of equity and repayment of subordinated indebtedness; (iv) restrictions on liens; (v) restrictions on making certain payments; (vi) restrictions on investments; (vii) restrictions on asset dispositions and other fundamental changes; and (viii) restrictions on transactions with affiliates.

The PMAL Loan and Security Agreement contains certain financial covenants, including a cash flow coverage ratio and a tangible net worth requirement. Under the cash flow coverage covenant, PMAL shall maintain a quarterly cash flow coverage ratio of not less than 1.20 to 1.00. Under the tangible net worth covenant, PMAL shall maintain a tangible net worth of no less than $3.1 million. The tangible net worth amount required shall increase annually on each June 30 by 50% of PMAL’s prior year’s undistributed net income. As of June 30, 2019, PMAL was in compliance with the covenants contained within the PMAL Loan and Security Agreement.

The obligations of PMAL under the PMAL Loan and Security Agreement are secured by liens and security interests on all assets of PMAL. Amerinac is a secured guarantor of the PMAL Loan and Security Agreement, and has pledged its equity in PMAL.

The table below represents the future minimum repayments of Berkshire Term Loan A and Berkshire Term Loan B as of June 30, 2019.

As of June 30, 2019, the principal balance of Term Loan A was $3,125,000 and the principal balance of Term Loan B was $1,425,000. As of December 31, 2018, the principal balance of Term Loan A was $3,375,000 and the principal balance of Term Loan B was $1,475,000. The total amount of unamortized debt financing cost was $145,170 and $180,010 at June 30, 2019 and December 31, 2018, respectively.

The Company is subject to the possibility of claims and lawsuits arising in the normal course of business. In the opinion of management, the Company liability, if any, under existing claims, asserted or unasserted, would not have a material adverse effect on the Company’s consolidated financial position or results of operations.

On November 10, 2017, John Wachter was appointed Chief Executive Officer of the Company. In connection with his appointment, the Company and Mr. Wachter entered into a written employment agreement (the ~~"Wachter~~“Wachter Employment ~~Agreement"~~Agreement”) for an initial three-year term, which provides for the following compensation terms for Mr. Wachter. Pursuant to the Wachter Employment Agreement, Mr. Wachter will receive a base salary of $100,000 per year, subject to increase, but not decrease, at the discretion of the Board. Mr. Wachter is eligible for a cash and stock bonus equal to ten to twenty percent of the Company’s pre-tax profits over established pre-tax targets, at the end of each respective annual period.

In addition, the Wachter Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If, during the term of the Wachter Employment Agreement, his employment is terminated by the Company other than for “cause,” by Mr. Wachter for “good ~~reason"~~reason” (each as defined in the Wachter Employment Agreement) or by failure by either party to renew the Wachter Employment Agreement after expiration of the employment term, he would be entitled to (1) a lump sum payment equal to two times his base salary at the rate in effect immediately prior to the termination date, and (2) any unpaid portion of any cash bonus for the annual period preceding the annual period in which such termination occurs that was earned but not paid.

On November 10, 2017, William J. Golden was appointed Chief Financial Officer of the Company. Mr. Golden remains the Company’s General Counsel. In connection with his appointment, the Company and Mr. Golden entered into a written employment agreement (the ~~"Golden~~“Golden Employment ~~Agreement"~~Agreement”) for an initial three-year term, which provides for the following compensation terms for Mr. Golden. Pursuant to the Golden Employment Agreement, Mr. Golden will receive a base salary of $100,000 per year, subject to increase, but not decrease, at the discretion of the Board. Mr. Golden is eligible for a cash and stock bonus equal to ten to twenty percent of the Company’s pre-tax profits over established pre-tax targets, at the end of each respective annual period.

In addition, the Golden Employment Agreement also provides for certain payments and benefits in the event of a termination of his employment under specific circumstances. If, during the term of the Golden Employment Agreement, his employment is terminated by the Company other than for “cause,” by Mr. Golden for “good ~~reason"~~reason” (each as defined in the Golden Employment Agreement) or by failure by either party to renew the Golden Employment Agreement after expiration of the employment term, he would be entitled to (1) a lump sum payment equal to two times his base salary at the rate in effect immediately prior to the termination date, and (2) any unpaid portion of any cash bonus for the annual period preceding the annual period in which such termination occurs that was earned but not paid.

The Compensation Committee adopted a 2017-2019 Amerinac Holding Corp. Executive Bonus Plan (the “Executive Bonus Plan”), which is subject to and governed by the terms of the 2017 Amerinac Holding Corp. 2017 Equity Incentive ~~Plan (the “2017 Equity Plan”).~~Plan. Certain key employees will participate in the Executive Bonus Plan. The Executive Bonus Plan is designed to (i) offer variable compensation primarily in equity of the Company if executives achieve annual target growth amounts and (ii) align the incentives of executives and shareholders.

The Company will fund the annual corporate bonus pool with no more than 20% of the excess, if any, of the Company’s yearly earnings before taxes minus a threshold amount. For ~~2018 and~~ 2019, the threshold ~~amounts~~amount will be ~~$1,250,000 and $1,750,000, respectively.~~$1,750,000.

Pursuant to the Executive Bonus Plan, awards are paid out in a mix of cash and equity, with no less than 60% of corporate bonus pool to be in the form of newly issued restricted common ~~stock.~~stock, subject to the discretion of the Compensation Committee of the Board. All awards will be subject to threshold performance and high-water marks.

~~The~~As of December, 31, 2018, the Company ~~will issue 7,500 shares pursuant~~had accrued $103,000 in bonus for Mssrs. Wachter and Golden. On March 25, 2019, the Board authorized the payment of these bonuses to be in cash and the ~~Executive Bonus Plan to Mr. Wachter in 2018. The Company will issue 7,500 shares pursuant to~~bonuses were paid on April 12, 2019.

For the ~~Executive Bonus Plan to Mr. Golden in 2018, valued at $600,000, which has been accrued for as of~~six months ended June 30, ~~2018.~~ 2019, the Company accrued an additional $177,000 for bonuses. At June 30, 2019, the Company had accrued $177,000 for bonuses to executives.

In addition, the Company ~~anticipates issuing~~issued 625 shares to both Mr. Lamb and Mr. Garruto at the conclusion of their first year of service on the Board of Directors ~~in November~~on December 31, 2018 pursuant to their independent director ~~agreements.~~

~~Table of Contents~~

agreements, valued at $25,000 each. On December 21, 2018, Mssrs. Lamb and Garruto were re-elected to the Board for an additional 1-year term. At the end of the 2019 term, they will each receive $25,000 in stock.

The Company manages its operations in two business segments which are defined as follows:

Segment information for the six months ended June 30, ~~2018~~2019 is as follows:

			Prime		CAS		PMAL
	CAS		Metals
Net Revenue	$	5,199,535	$	16,814,146
Net revenue					$	8,494,047	$	15,568,280

Cost of goods sold		4,100,740		13,790,715		6,985,022		12,184,427

Gross profit		1,098,795		3,023,431		1,509,025		3,383,853

Operating expenses:
General and administrative expenses		850,623		1,018,912		958,673		1,443,026
Professional and consulting fees		40,677		104,584		38,926		130,986
Total operating expenses		891,300		1,123,496		997,599		1,574,012

Income before other income (expense)		207,495		1,899,935	$	511,426	$	1,809,841

			Prime
	CAS		Metals			CAS		PMAL
Net Revenue	$	2,719,570	$	8,591,327		$	2,719,570	$	8,591,327

Cost of goods sold		2,131,684		7,745,945			2,131,684		7,344,231

Gross profit		587,886		845,382			587,886		1,247,096

Operating expenses:
General and administrative expenses		469,404		508,256			466,970		508,256
Professional and consulting fees		16,697		(16,314	)		16,697		(16,314	)
Total operating expenses		486,371		491,942			483,667		491,942

Income before other income (expense)		101,515		353,440		$	104,219	$	755,154

Income from segments above		454,955		$	859,373

Non-allocated expenses

Interest expense - net		(363,774	)		(363,774	)
General and administrative expenses		(120,000	)		(86,253	)

Professional and consulting fees					(36,452	)
Other income		278,244			278,244
Total		(205,530	)		(171,783	)

Income from continuing operations before provision for income taxes	$	249,425
Income before provision for income taxes				$	651,138

Income taxes are provided for the tax effects of transactions reported in the unaudited condensed consolidated financial statements and consist of taxes currently due. For 2018, our current effective tax rate is lower than the Federal and state effect rate primarily to the release of a portion of the valuation allowance.

The Company’s deferred tax assets and liability relates mainly to a temporary timing difference in long-term assets. There were no significant uncertain tax positions taken, or expected to be taken, in a tax return that would be determined to be an unrecognized tax benefit taken or expected to be taken in a tax return that should have been recorded in the Company’s unaudited condensed consolidated financial statements for the six months ended June 30, 2019 or 2018. Additionally, there were no interest or penalties outstanding as of or for each of the six months ended June 30, 2019 and 2018.

The federal and state tax returns for the years ending December 31, 2015, 2016, and 2017 have been filed, but are still open to examination. Federal and state tax returns for the year ending December 31, 2018 have not been filed.

~~Deferred income taxes reflect~~On July 15, 2019, CAS entered into a Loan and Security Agreement (the “CAS Loan and Security Agreement”) with Berkshire Bank establishing a new revolving credit facility in an aggregate principal amount of up to $6.0 million (the “CAS Revolving Loan”). Borrowings under the ~~net tax effects~~CAS Revolving Loan may be used to finance working capital and other general corporate purposes.

Borrowings under the CAS Revolving Loan bear interest at a rate equal to the ICE LIBOR rate plus 3.00%.

The outstanding principal amount of ~~temporary differences between~~any borrowings under the ~~carrying amounts~~CAS Revolving Loan will be due and payable on July 15, 2022, subject to an earlier maturity date upon an event of ~~assets~~default. Any unpaid principal and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as net operating loss carryforwards. Deferred tax assets and liabilities are classified as non-current basedinterest shall be due on the classification of the related assets or liabilities for financial reporting, or according to the expected reversal dates of the specific temporary differences, if not related to an asset or liability for financial reporting. Valuation allowances are established against deferred tax assets if it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates or laws is recognized in operations in the period that includes the enactmentmaturity date.

The ~~Company has an accumulated deficit~~CAS Loan and Security Agreement contains usual and customary covenants for financings of ~~approximately $9.2 million~~this type, including, among other things: (i) requirements to deliver financial statements, other reports and ~~there are approximately $2,084,000~~notices; (ii) restrictions on indebtedness; (iii) restrictions on dividends, distributions and ~~$4,118,000~~redemptions of ~~net operating losses available to be used against Federal~~equity and ~~state taxable income, respectively, which are subject to~~repayment of subordinated indebtedness; (iv) restrictions on liens; (v) restrictions on making certain Section 382 limitations as a result of the change in control in January 2015. The Company utilized previously reserved for net operating losses to offset any current tax expense for the period, resulting in minimal to nil federal income tax expensepayments; (vi) restrictions on investments; (vii) restrictions on asset dispositions and ~~a provision of $132,000 for state income tax~~other fundamental changes; and (viii) restrictions on ~~the accompanying statement of operations for the six months ended June 30, 2018.~~transactions with affiliates.

The ~~2017 Tax Cuts~~CAS Loan and ~~Jobs Act (“Tax Reform”) was enacted on December 22, 2017. The Tax Reform includes a number of changes in existing tax law impacting businesses~~Security Agreement contains certain financial covenants, including a ~~permanent reduction in~~cash flow coverage ratio and a tangible net worth requirement covenant. Under the ~~U.S. federal statutory rate from 34%~~cash flow coverage covenant, commencing with the fiscal quarter ending September 30, 2019, CAS shall maintain a quarterly cash flow coverage ratio of not less than 1.20 to ~~21%, effective~~1.00. Under the tangible net worth covenant, commencing with the fiscal quarter ending December 31, 2019, CAS shall maintain a tangible net worth of no less than $1.5 million. The tangible net worth amount required shall increase annually on ~~January 1, 2018. Under U.S. GAAP, changes in tax rates and tax law are accounted for in the period~~each June 30 by 50% of ~~enactment and deferred tax assets and liabilities are measured at the enacted tax rate.~~CAS’s prior years undistributed net income.

The obligations of CAS under the CAS Loan and Security Agreement are secured by liens and security interests on all assets of CAS. The Company ~~files income tax returns~~is a secured guarantor of the CAS Loan and Security Agreement, and has pledged its equity in ~~the U.S. federal and state jurisdictions. Tax years 2014 to 2017 remain open to examination for both the U.S. federal and state jurisdictions.~~CAS.

~~At December 31, 2017,~~Effective July 1, 2019, the Company ~~recorded provisional amounts~~and SBN entered into a Membership Interest Redemption Agreement (the “Redemption Agreement”) pursuant to which the Company will purchase the remaining SBN Membership Interests from SBN for ~~the impact~~a purchase price of re-measurement on its deferred taxes related to Tax Reform as set forth under SAB No. 118 guidance. Through June 30, 2018, no adjustments were made to the provisional amounts. Management will continue to analyze these provisional amounts, which are still subject to change during the allowable measurement period.$3,000,000.

~~There were no liabilities for uncertain tax positions at June 30, 2018 and December 31, 2017.~~

This Form 10-Q contains ~~"forward-looking statements"~~“forward-looking statements” relating to Amerinac Holding Corp. (the ~~"Company"~~“Company”) which represent the ~~Company's~~Company’s current expectations or beliefs including, but not limited to, statements concerning the ~~Company's~~Company’s operations, performance, financial condition and growth. For this purpose, any statements contained in this Form 10-Q that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as ~~"may"~~“may”, ~~"anticipate"~~“anticipate”, ~~"intend"~~“intend”, ~~"could"~~“could”, ~~"estimate"~~“estimate” or ~~"continue"~~“continue” or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel, variability of quarterly results, and the ability of the Company to continue its growth strategy and the Company’s competition, certain of which are beyond the ~~Company's~~Company’s control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, or any of the other risks set out under the caption “Risk Factors” in the Company’s 10-K report for the year ended December 31, ~~2017~~2018 occur, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Any forward-looking statement speaks only as of the date on which such statement is made, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time and it is not possible for management to predict all of such factors, nor can it assess the impact of each such factor on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements, and the notes thereto, included herein. The information contained below includes statements of the ~~Company's~~Company’s or ~~management's~~management’s beliefs, expectations, hopes, goals and plans that, if not historical, are forward-looking statements subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. For a discussion of forward-looking statements, see the information set forth in the Introductory Note to this Quarterly Report under the caption ~~"Forward~~“Forward Looking ~~Statements"~~Statements” which information is incorporated herein by reference.

The unaudited condensed consolidated interim financial statements included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. The unaudited condensed consolidated financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual consolidated statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The results for the six months ended June 30, ~~2018~~2019 may not be indicative of the results for the entire year.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained herein.

Through its Creative Assembly segment, the Company distributes high-quality, predominantly domestically-manufactured, technically complex, nut and bolt products and a proprietary locking washer product that are used primarily for industrial/commercial applications that require a high level of certified and assured quality.

Creative Assembly is a ~~value added~~value-added distributor of proprietary and specialty fasteners for production, primarily serving the heavy truck, automotive, appliance, and material handling industries.

The Company is a niche player in the North American fastener industry. The fastener distribution industry is highly fragmented with no single company holding a dominant position. The Company competes with numerous distributors who serve as authorized stocking distributors for the fastener manufacturers in the Company’s supplier base.

The Company is a one-stop source for standard, self-locking, semi-special and special nuts, bolts and washers manufactured to several industrial specifications. The Company maintains an inventory of approximately 4,000 SKUs comprised of approximately 19 million parts of premium quality, brand name fastener products.

The Company sells its products pursuant to written purchase orders from its customers. All products are shipped from the Company’s warehouses via common carrier.

Through its PMAL segment, the Company is a manufacturer of specialty ingot and electrode products which are supplied for investment castings, forging, ring rolling, and plate production. The Company also manufactures shot products and master alloys which are sold to other melt shops, and provides manufacturing support services. The flexible manufacturing operations at PMAL enable the Company to offer a wide range of product grades in customer specific order quantities. The primary grade types include stainless steels, tool steels, nickel-based grades, cobalt based grades and some nonferrous alloys. The Company also offers toll conversion melting services.

The Company’s products are manufactured, by others, to exacting specifications and are made from materials that provide the strength and reliability required for their industrial applications.

At June 30, ~~2018, Ametek,~~2019, Remelt Sources, Inc., Universal Stainless & Alloy Products, PACCAR, Eastham Forge and Drive Automotive receivables were 17.8%, 13.4%, 11.9%, 11.2% and 10.2% of total receivables, respectively. At December 31, 2018, Remelt Sources, Inc., AMG-Vanadium, PACCAR, and Universal Stainless & Alloy Products receivables were ~~17.3%~~20.9%, ~~15.8%~~15.0%, ~~14.6%~~14.0%, ~~12.6%~~ and 12.1% of total receivables, respectively. At December 31, 2017, Universal Stainless & Alloy Products, Remelt Sources, Inc., PACCAR, Ametek and Eastham Forge receivables were 17.0%, 15.2%, 13.5%, 10.3% and 10.2%13.0% of total receivables, respectively.

For the six-month period ending June 30, 2019, Remelt Sources, Inc., AMG-Vanadium, PACCAR and Universal Stainless & Alloy Products accounted for 20.3%, 17.0%, 15.6%, and 12.0% of sales, respectively. For the three-month period ending June 30, 2019, Remelt Sources, Inc., AMG-Vanadium, PACCAR and Universal Stainless & Alloy Products accounted for 21.8%, 15.7%, 16.2%, and 10.8% of sales, respectively. For the six-month period ending June 30, 2018, Remelt Sources, Inc., AMG-Vanadium, Ametek, PACCAR and Universal Stainless & Alloy Products accounted for 19.5%, 16.4%, ~~15.0%~~15.1%, 13.7% and ~~12.2%~~12.5% of sales, respectively. For the three-month period ending June 30, 2018, Remelt Sources, Inc., Ametek, AMG-Vanadium, ~~Ametek,~~ PACCAR and Universal Stainless & Alloy Products accounted for 21.1%, ~~14.2%~~18.7%, ~~18.7%~~14.2%, 14.1% and 11.4% of sales, respectively.

For the six-month period ending June 30, ~~2017, PACCAR accounted for 49%~~2019, no supplier represented more than 10% of ~~sales.~~

purchases. For the ~~three month and six-month periods~~three-month period ending June 30, ~~2018,~~2019, no supplier represented more than 10% of purchases. For the six-month period ending June 30, ~~2017,~~2018, no supplier represented more than 10% of purchases. For the three-month period ending June 30, 2018, no supplier represented more than 10% of purchases. At June 30, 2019, AVK represented approximately ~~30.5%~~16.9% of ~~purchases. On June 30,~~accounts payable. At December 31, 2018, AVK represented approximately ~~21.3% of accounts payable. On December 31, 2017, AVK represented approximately 17%~~11.8% of accounts payable.

~~Results from Operations for six months ending June 30, 2018 vs June 30, 2017~~

~~The Company’s revenues increased approximately 433% or $17,880,376 for six months ended June 30, 2018 to $22,013,681 from $4,133,305 in the comparable period last year.~~

The Company’s revenues increased 9.3% or $2,048,646 for the six months ended June 30, 2019 to $24,062,327 from $22,013,681 in the comparable period last year. The primary driver of the increase in sales was ~~the acquisition of the assets of PMAL.~~increased revenue at our distribution subsidiary. PMAL is our sole manufacturing subsidiary and had ~~$16,814,146~~$15,568,280 in revenue for the six months ended June 30, ~~2018. For~~2019. PMAL revenue was down $1,245,866 or 7.4% for the six months ended June 30, 2019 versus June 30, 2018 ~~sales increased by 26% for the Company’s distribution subsidiary.~~as we eliminated low margin business. Our distribution subsidiary was up ~~approximately $1,066,000~~$3,294,512 or 63.4% in revenue ~~year to date,~~for the six months ended June 30, 2019 versus ~~2017 year to date~~June 30, 2018 due to the pick-up in existing customer ~~activity.~~activity and the addition of new customers.

The Company’s gross profit increased approximately ~~392%~~18.7% or ~~$3,284,625~~$770,652 for the six months ended June 30, ~~2018~~2019 to ~~$4,122,226~~$4,892,878 from ~~$837,601~~$4,122,226 in the comparable period last ~~year primarily due to the acquisition of PMAL.~~year. From time to time the Company will experience margin mix that will lead to temporarily higher or lower gross profit. ~~In addition, a decrease in volumes does not necessarily mean our warehouse staffing levels can adjust in a linear fashion to offset the decrease in volumes.~~ For the six months ended June 30, ~~2018,~~2019, gross profit at our distribution subsidiary increased by ~~$261,194~~$410,230 or approximately ~~31%~~37.3% versus ~~2017~~2018 year to date. At our manufacturing subsidiary, our gross profit contribution accounted for approximately ~~73%~~69.2% of the Company’s total gross profit and has a margin of approximately ~~18%~~21.7%.

The Company’s total operating expenses increased ~~94%~~25.8% or ~~$1,101,441~~$586,039 for the six months ended June 30, ~~2018~~2019 to ~~$2,274,091~~$2,860,130 from ~~$1,172,650~~$2,274,091 in the comparable period last ~~year. This is a result of~~year primarily due to increasing sales at the ~~acquisition of PMAL.~~

~~In the quarter ending June 30, 2017, the Company recorded on a gain of $3,409,184 for the sale of the assets of Aero-Missile.~~Company.

The Company’s accounts receivable have increased by ~~$1,355,635~~$1,920,251 to ~~$4,181,481~~$5,721,417 at June 30, ~~2018~~2019 from ~~$2,825,846~~$3,801,166 at December 31, ~~2017;~~2018; this difference is due to mainly to an increase in ~~sales and extending terms to larger customers.~~sales. The Company’s inventory increased by ~~$71,663~~$255,212 from December 31, ~~2017~~2018 to June 30, ~~2018.~~2019 due to normal variations in delivery schedules and to support increased sales. The Company expects to see ~~a continued trend of increasing~~relatively stable inventory levels ~~to support the Company’s growth plans~~ in both ~~subsidiaries.~~subsidiaries in the short to medium term.

Results from Operations for three months ending June 30, ~~2018~~2019 vs June 30, ~~2017~~2018

The Company’s revenues increased ~~approximately 403%~~2.2% or ~~$9,061,610~~$246,462 for the three months ended June 30, ~~2018~~2019 to ~~$11,310,897~~$11,557,359 from ~~$2,249,287~~$11,310,897 in the comparable period last year. ~~The primary driver of the increase in sales was the acquisition of the assets of PMAL.~~ PMAL, our sole manufacturing subsidiary, had ~~$8,591,327~~$7,381,141 in revenue for the three months ended June 30, 2019. PMAL revenue was down $1,210,186 or 14.1% for the three months ended June 30, 2019 versus June 30, 2018. Our distribution subsidiary was up approximately $1,456,648 or 53.6% in revenue for the three months ended June 30, 2019 versus June 30, 2018 due to the pick-up in existing customer activity and the addition of new customers.

The Company’s gross profit increased approximately 25.6% or $469,305 for the three months ended June 30, 2019 to $2,304,287 from $1,834,982 in the comparable period last year. For the three months ended June 30, ~~2018, sales~~2019, gross profit at our distribution subsidiary increased by ~~21% for~~$118,566 or approximately 20.2% versus the ~~Company’s distribution subsidiary versus~~comparable period last year. For the three months ended June 30, ~~2017 from $2,249,287~~2019, gross profit at our manufacturing subsidiary increased by $350,739 or approximately 28.1% versus the comparable period last year due to ~~$2,719,570.~~better margin mix with our customer base.

The Company’s total operating expenses increased ~~36%~~29.3% or ~~$259,587~~$321,588 for the three months June 30, ~~2018~~2019 to ~~$978,313~~$1,419,902 from ~~$718,726~~$1,098,314 from in the comparable period last ~~year. This is a result~~year primarily due to increasing sales at the Company and in anticipation of ~~the acquisition of PMAL.~~increased sales.

The Company believes that it can meet its financial obligations for a period of 12 months from the date of this report at its presently contemplated operating levels. The Company is presently seeking to expand its capital availability which will enable the Company to fully take advantage of sales opportunities presented to it which require the Company to make additional investments in inventory.

The Company believes it can expand its business with its present staff numbers. The Company’s PMAL subsidiary has the ability to borrow under its revolving credit facility with Berkshire Bank. In addition, the Company’s CAS subsidiary can utilize borrowings under its new revolving credit facility with Berkshire Bank entered into on July 15, 2019 in an aggregate principal amount of up to $6.0 million to finance an increase in working capital in order to increase the size of the business.

This item is not required for smaller reporting companies, and, if it were required, is not applicable to the Company’s present operations.

We carried out an evaluation with the participation of ~~our chief executive officer who serves as~~ our principal executive officer and principal financial officer, required by Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”) of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation our ~~chief~~principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at June 30, ~~2018~~2019 as to ensure that the information relating to our company required to be disclosed in our SEC reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our ~~chief~~principal executive officer and principal financial officer, to allow timely decisions regarding required disclosures due to the existence of material weaknesses.

The Company may add additional personnel and procedures, which we believe will remedy these weaknesses in disclosure controls and procedures in future periods. However, there are no assurances we will be able to devote the necessary capital to hire the additional personnel and institute the additional systems, policies and procedures to the level necessary. In that event, there are no assurances that the material weaknesses described above will be timely remediated or not result in errors in our consolidated financial statements in future periods.

There was no change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Large Accelerated Filer	¨	Accelerated Filer	¨
Non-Accelerated Filer	¨x	Smaller Reporting Company	x
~~(Do not check if a smaller reporting company)~~			Emerging Growth Company	¨

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
				None

		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements – (Unaudited)		3

	Condensed Consolidated Balance Sheets		3

	Condensed Consolidated Statements of Income		4

	Condensed Consolidated Statements of Stockholders’ Equity	5

	Condensed Consolidated Statements of Cash Flows		56

	Notes to Condensed Consolidated Financial Statements		67

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		1927

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		2130

Item 4.	Controls and Procedures		2130

PART II OTHER INFORMATION

Item 6.	Exhibits		2331


Signatures		2432

	June 30, 2019			December 31, 2018

Raw Materials	$	2,168,422		$	2,133,311
Finished Goods		3,825,741			3,598,640
Reserves		(158,009	)		(151,009	)

Total	$	5,836,154		$	5,580,942

Leasehold improvements	5 years **
Furniture and fixtures	7 years
Equipment and other	3-10 years
Building	30 years

~~AMERINAC HOLDING CORP. AND SUBSIDIARIES~~
~~CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)~~

	FOR THE SIX						FOR THE THREE
	MONTHS						MONTHS
	ENDED JUNE 30,						ENDED JUNE 30,
	2018			2017			2018			2017

Net revenue	$	22,013,681		$	4,133,305		$	11,310,897		$	2,249,287

Cost of goods sold		17,891,455			3,295,704			9,475,915			1,835,492

Gross profit		4,122,226			837,601			1,834,982			413,795

Operating expenses:
General and administrative expenses		2,059,149			968,539			1,061,479			554,158
Professional and consulting fees		214,942			204,111			36,835			179,646
Total operating expenses		2,274,091			1,172,650			1,098,314			733,804

Income (loss) before other income (expense)		1,848,135			(335,049	)		736,668			(320,009	)

Other income (expense):
Interest		(728,925	)		(263,372	)		(363,774	)		(193,126	)
Change in fair value of put option		-			(213,000	)		-			-
Gain on sale		-			3,409,184			-			3,409,184
Other income (expense)		288,596			(3,765	)		278,244			(5,925	)
Total other income (expense)		(440,329	)		2,929,047			(85,530	)		3,210,133

Income from continuing operations before provision for income taxes		1,407,806			2,593,998			651,138			2,890,124

Provision for income taxes		(131,557	)		(731	)		(131,557	)		-

Income before discontinued operations		1,276,249			2,593,267			519,581			2,890,124

Income from discontinued operations, net		-			992,853			-			775,689

Net income		1,276,249			3,586,120			519,581			3,665,813

Non-controlling interest share of net income from continuing operations		364,293			-			166,556			-

Net income attributable to Amerinac Holding Corp. shareholders	$	911,956		$	3,586,120		$	353,025		$	3,665,813

Basic and diluted earnings per share applicable to common stockholders:
Continuing operations		3.07			8.67			1.19			9.65
Discontinued operations		-			3.32			-			2.59
Earnings per share		3.07			11.99			1.19			12.24
Weighted average shares outstanding:
Basic and diluted		297,386			299,146			297,386			299,422

AMERINAC HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
SIX MONTHS ENDED JUNE 30, 2018 AND 2017

CASH FLOWS FROM OPERATING ACTIVITIES	2018			2017
Net income	$	1,276,249		$	3,586,120
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		372,328			22,616
Amortization of deferred financing fees		66,666			217,762
Gain on sale		-			(3,409,184	)
Stock compensation		-			28,467
Loss from discontinued operations		-			(992,853	)
Change in fair value put option		-			213,000
Inventory writedown and reserve		-			60,639
Changes in assets and liabilities:
Increase in accounts receivable		(1,355,635	)		(322,968	)
Increase in inventory		(71,663	)		(160,995	)
Decrease (increase) in other current assets		244,535			(682,915	)
Decrease in other assets		-			3,416
Increase in income taxes payable		131,557			731
Increase (decrease) in accounts payable and accrued expenses		125,372			(158,184	)
Net cash provided by (used in) operating activities of continuing operations		789,409			(1,594,348	)
Net cash provided by operating activities of discontinued operations		-			1,122,359
Net cash provided by (used in) operating activities		789,409			(471,989	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale, net of escrow		-			9,500,000
Proceeds from escrow receivable from sale		500,000			-
Purchase of property and equipment		(97,536	)		(1,349	)
Net cash provided by investing activities of continuing operations		402,464			9,498,651
CASH FLOWS FROM FINANCING ACTIVITIES
Net payments on line of credit		-			(4,813,178	)
Net payments on notes payable		-			(4,000,000	)
Payments on capital leases		(873	)		-
Net payments on notes payable - related party		(242,526	)		-
Proceeds from issuance of stock, net		-			1,734,400
Purchase of treasury stock		-			(900,000	)
Net cash used in financing activities of continuing operations		(243,399	)		(7,978,778	)

INCREASE IN CASH		948,474			1,047,884

CASH - BEGINNING OF PERIOD		348,398			83,391

CASH - END OF PERIOD	$	1,296,872		$	1,131,275

Cash paid during the period for:
Interest	$	669,232		$	313,037
Income taxes	$	-		$	4,195

Non-cash financing activities:
Stock issued for payment of debt	$	-		$	85,600
Acquisition of equipment through capital lease	$	162,903		$	-

	i)	observable inputs such as quoted prices in active markets (Level 1)
	ii)	inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2)
	iii)	unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

~~Purchase Price~~			~~9,600,000~~

~~Accounts Receivable~~			~~681,251~~
~~Inventory~~			~~693,603~~
~~Other current assets~~			~~23,053~~
~~Machinery & Equipment~~			~~2,747,100~~
~~Intangibles – customer list~~			~~1,990,000~~
~~Real Estate~~			~~3,410,000~~
~~Total~~			~~9,545,007~~
~~Goodwill~~			~~54,993~~

	Six Months Ended		Three Months Ended
Pro Forma	June 30, 2017		June 30, 2017
Net Sales		15,920,199		7,839,893
Operating expenses		2,222,397		1,224,394
Amortization of intangibles		27,540		20,655
Income before taxes		3,718,482		2,808,429
Net income		3,717,751		3,584,118

	Six Months Ended June 30, 2017			Three Months Ended June 30, 2017
Net Revenue	$	5,839,989		$	1,066,399

Cost of goods sold		4,048,651			275,494

Gross profit		1,791,338			790,905

Operating expenses:
General and administrative expenses		443,771			9,470
Professional and consulting fees		56,796			1,056
Depreciation and amortization		9,132			5,909
Total operating expenses		509,699			16,435

Income before other income (expense)		1,281,639			774,470

Other income (expense)
Interest expense - net		(282,861	)		(115,475	)
Other expense		(5,925	)		1
Total other income (expense)		(288,786	)		(115,474	)

Income before provision for income taxes		992,853			658,996

Provision for income taxes		-			116,693

Net Income from discontinued operations		992,853			775,689

	June 30, 2018		December 31, 2017
Accounts payable	$	1,779,894	$	1,763,213
Interest		112,508		115,445
Salaries and Bonus		757,000		673,088
Utilities		75,000		15,000
Professional fees		15,000		46,000
Rent		10,907		12,191
	$	2,750,309	$	2,624,937



Leases	Classification on the Balance Sheet	June 30, 2019

Assets
Operating lease ROU assets	Right-of-use asset	$	1,208,613
Finance lease ROU assets	Property, land and equipment, net	$	150,966
Liabilities
Current
Operating	Operating leases payable – short term	$	254,845
Finance	Finance leases payable – short term	$	45,688
Noncurrent
Operating	Operating leases payable – net of current portion	$	1,000,193
Finance	Finance leases payable – net of current portion	$	89,656



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019

Operating lease cost:
Operating lease cost	$	51,927	$	89,432
Finance lease cost:
Amortization of ROU assets		8,227		21,449
Interest expense		1,759		3,650
Total lease cost	$	61,913	$	114,531

July 1, 2019 through December 31, 2019	$	156,558
2020		313,115
2021		313,115
2022		287,448
2023		236,115
2024		118,058
Total undiscounted future minimum lease payments		1,424,408
Less: Imputed interest		169,370
Present value of operating lease obligations	$	1,255,038

	Finance Leases June 30, 2019		Capital Leases December 31, 2018
Obligations under finance and capital leases	$	135,344	$	156,793
Less: current portion		45,688		43,435
Long-term portion	$	89,656	$	113,358

Years ending December 31,	Finance lease obligations as of June 30, 2019
2019 (remaining six months)	$	25,098
2020		50,200
2021		48,880
2022		21,397
Total future minimum repayments inclusive of interest		145,575
Interest		10,231
Total principal repayments	$	135,344

Years ending December 31,	Capital lease obligations as of December 31, 2018
2019	$	50,199
2020		50,199
2021		48,878
2022		21,396
Total future minimum repayments inclusive of interest		170,672
Interest		13,879
Total principal repayments	$	156,793

	June 30, 2018
Obligations under capital leases	$	162,030
Less: current portion	$	37,843
Long-term portion	$	124,187

Years ending December 31,	Capital lease obligations
2018 (remaining six months)	$	18,690
2019	$	38,775
2020	$	40,712
2021	$	42,746
2022	$	21,106

Total	$	162,030

Value of NCI at December 31, 2018	$	757,778
PMAL Income from January 1, 2019 to June 30, 2019 attributable to NCI		313,951
Value of NCI at June 30, 2019	$	1,071,729

Value of NCI at March 31, 2019	$	927,071
PMAL Income from April 1, 2019 to June 30, 2019 attributable to NCI		144,658
Value of NCI at June 30, 2019	$	1,071,729

Value of NCI at December 31, 2017	$	453,377
PMAL Income from January 1, 2018 to June 30, 2018 attributable to NCI		364,293
Value of NCI at June 30, 2018	$	817,670

Value of NCI at March 31, 2018	$	651,114
PMAL Income from April 1, 2018 to June 30, 2018 attributable to NCI		166,556
Value of NCI at June 30, 2018	$	817,670

Years ending December 31,	Term Loans Minimum Amortization
2019 (remaining six months)	$	300,000
2020		600,000
2021		3,650,000
Total		4,550,000
Unamortized debt and financing cost		145,170
Total (net of unamortized debt and financing cost)	$	4,404,830

	·	The Company’s Creative Assembly subsidiary, which includes all distribution of proprietary and specialty fasteners primarily serving the heavy truck, automotive, transportation, and infrastructure industries.

	·	The Company’s PMAL subsidiary, which includes all our manufacturing of specialty ingot, electrode products, shot products, and master alloys in addition to toll conversion melting services.

Income from segments above	$	2,321,267

Non-allocated expenses

Interest expense		(240,430	)
General and administrative expenses		(267,727	)
Professional and consulting fees		(20,792	)
Total non-allocated expenses		(528,949	)

Income before provision for income taxes	$	1,792,318

	CAS		PMAL
Net revenue	$	4,176,218	$	7,381,141

Cost of goods sold		3,469,766		5,783,306

Gross profit		706,452		1,597,835

Operating expenses:
General and administrative expenses		492,228		714,291
Professional and consulting fees		26,559		41,784
Total operating expenses		518,787		756,075

Income before other income (expense)	$	187,665	$	841,760

Income from segments above		2,107,430

Non-allocated expenses

Interest expense - net		(728,925	)
General and administrative expenses		(259,295	)

Other income		288,596
Total		(699,624	)

Income from continuing operations before provision for income taxes	$	1,407,806

Income from segments above	$	1,029,425

Non-allocated expenses

Interest expense		(118,635	)
General and administrative expenses		(132,246	)
Professional and consulting fees		(12,794	)
Total non-allocated expenses		(263,675	)

Income before provision for income taxes	$	765,750

	June 30, 2019		December 31, 2018
PMAL assets	$	14,221,255	$	12,982,588
CAS assets		6,789,307		4,526,530
Corporate assets		91,365		763,121
Total assets	$	21,101,927	$	18,272,239

	For the six months ended June 30,
	2019		2018

Current income tax
Federal	$	-	$	-
State		95,793		131,557
City		-		-
Total current income tax	$	95,793	$	131,557

Deferred income tax
Federal	$	329,154	$	-
State		36,573		-
City		-		-
Total deferred income tax	$	365,727	$	-

Total income tax expense	$	461,520	$	131,557

	·	A lack of sufficient resources and an insufficient level of monitoring and oversight, which restricted the Company’s ability to gather, analyze and report information relative to the financial statement assertions in a timely manner, including insufficient documentation and review of selection of generally accepted accounting principles.

	·	The limited size of the accounting department makes it impractical to achieve an appropriate level of segregation of duties. Specifically, due to lack of personnel, effective controls were not designed and implemented to ensure accounting functions were properly segregated.

	·	Due to a lack of adequate staffing within the finance department and adequate staffing within operational departments that provide information to the finance department, we did not establish and maintain effective controls over certain of our period-end financial close and reporting processes. Specifically, effective controls were not designed and implemented to ensure that journal entries were properly prepared with sufficient support or documentation or were reviewed and approved to ensure the accuracy and completeness of the journal entries recorded.

Exhibit No.		Exhibit

31.1		Certification of Chief Executive Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

31.2		Certification of Chief Financial Officer of the Company required by Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended

32.1		Certification of Chief Executive Officer and of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

32.2		Certification of Chief Financial Officer of the Company required by Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended

101		XBRL Interactive Data Files