0001009891 false 0001009891 2022-02-08 2022-02-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): February 8, 2022

 

AIR INDUSTRIES GROUP

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   001-35927   80-0948413
State of Incorporation   Commission File Number   IRS Employer I.D. Number

 

1460 Fifth Avenue, Bay Shore, New York 11706

(Address of Principal Executive Offices)

 

Registrant’s telephone number: (631) 968-5000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on
which registered
Common Stock, par value $0.001   AIRI   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

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. ☐

 

 

 

 

 

Item 7.01 Regulation FD Disclosure

 

On February 8, 2022, Air Industries Group (the “Company”) issued a press release announcing that it had been invited to present at the Winter Wonderland Best Ideas Virtual Investor Conference, which is being held on February 8-11, 2022. Air Industries’ management is scheduled to present on Wednesday, February 9 at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) with one-on-one meetings to be held throughout the conference. 

Management of Air Industries will utilize the Presentation attached as Exhibit 99.2 at the February 9th Investor Conference.

 

By filing this Current Report on Form 8-K, the Company makes no admission as to the materiality of any information in this report including the Presentation. The information in this Form 8-K, including Exhibits 99.1 and 99.2 attached hereto, shall not be deemed as “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such Section, nor shall it be deemed incorporated by reference in any filing by Air Industries under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
99.1   Text of press release dated February 8, 2022, issued by Air Industries Group.
     
99.2   Presentation to be used at February 9, 2022, Investor Conference.

 

1 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: February 8, 2022

 

  AIR INDUSTRIES GROUP
     
  By: /s/ Michael Recca
    Michael Recca

 

2 

 

Exhibit 99.1

 

 

 

February 8, 2022 4:30 PM EST

 

Air Industries Group to Present at 2nd Annual Winter Wonderland Best Ideas Investor Conference on Wednesday, February 9, 2022

 

Bay Shore, N.Y.--(BUSINESS WIRE)--Air Industries Group (NYSE American: AIRI), an integrated Tier 1 manufacturer of precision assemblies and components for mission-critical aerospace and defense applications, and a prime contractor to the U.S. Department of Defense, has been invited to present at the Winter Wonderland Best Ideas Virtual Investor Conference, which is being held on February 8-11, 2022.

 

Air Industries’ management is scheduled to present on Wednesday, February 9 at 5:00 p.m. Eastern time (2:00 p.m. Pacific time) with one-on-one meetings to be held throughout the conference.


The event can be accessed at: https://www.webcaster4.com/Webcast/Page/2840/44611

 

About the 2nd Annual Winter Wonderland Best Ideas Virtual Conference

The Winter Wonderland Best Ideas Virtual Conference, presented by Issuer Direct, will take place on February 8-11, 2022. Dozens of public companies will be presenting via virtual webcast to a global investor audience. More information and instructions on registering for the webcast can be found at: https://microcaprodeo.com/

 

 

ABOUT AIR INDUSTRIES GROUP

Air Industries Group (NYSE American: AIRI) is an integrated manufacturer of precision assemblies and components for leading aerospace and defense prime contractors and original equipment manufacturers. The Company is a Tier 1 supplier to aircraft Original Equipment Manufacturers and a Prime Contractor to the U.S. Department of Defense, and is highly regarded for its expertise in designing and manufacturing parts and assemblies that are vital for flight safety and performance.

 

Additional information about the Company can be found in its filings with the SEC.

 

Forward Looking Statements

Certain matters discussed in this press release are 'forward-looking statements' intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. In particular, the Company's statements regarding trends in the marketplace, future revenues, earnings and Adjusted EBITDA, the ability to realize firm backlog and projected backlog, cost cutting measures, potential future results and acquisitions, are examples of such forward-looking statements. The forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the timing of projects due to variability in size, scope and duration, the inherent discrepancy in actual results from estimates, projections and forecasts made by management, regulatory delays, changes in government funding and budgets, and other factors, including general economic conditions, not within the Company's control. The factors discussed herein and expressed from time to time in the Company's filings with the Securities and Exchange Commission could cause actual results and developments to be materially different from those expressed in or implied by such statements. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

 

Contact Information

 

Air Industries Group

Investor Relations

Michael Recca - CFO

631.328.7078

ir@airindustriesgroup.com

 

Exhibit 99.2

 

TAGLICH BROTHERS CONFERENCE September 2021 1 INVESTOR PRESENTATION February 2022

 

 

SAFE HARBOR STATEMENT 2 Except for the historical information contained herein, the matters discussed in this presentation contain forward - looking statements . The accuracy of these statements is subject to significant risks and uncertainties . Actual results could differ materially from those contained in the forward - looking statements . See the Company’s SEC filings on Forms 10 - K and 10 - Q for important information about the Company and related risks . EBITDA is used as a supplemental liquidity measure because management finds it useful to understand and evaluate results, excluding the impact of non - cash depreciation and amortization charges, stock based compensation expenses, and nonrecurring expenses and outlays, prior to consideration of the impact of other potential sources and uses of cash, such as working capital items . This calculation may differ in method of calculation from similarly titled measures used by other companies .

 

 

2 Facilities 150,000 Square Feet 205 80% Military BARKHAMSTED, CT » Jet Engine Components » Ground Power Turbines » Helicopter Assemblies » Special Processes – New Initiative! BAY SHORE, NY » Landing & Arresting Gear » Flight Safety Controls » Aircraft Structural Assemblies » Helicopter Assemblies Locations & Competencies

 

 

Why Invest in Air Industries Group 4 Improving Operational Performance » Integration of Long Island / Connecticut facilities Defense Centric » Largely sheltered from the commercial aviation storm Important and Stable Aircraft Platforms & Customers » S upported by 5 aircraft platforms and 5 customers that are stable and important to national defense Stable Backlog - New Orders » $ 20M in new Long Term Agreements from Sikorsky » $ 12.4M E - 2D contract direct from Northrup Grumman » $ 6 Million contract from Boeing Capital Investment Fueling Growth » Over $ 6M invested in 2020 & 2021 » $ 5M Budgeted for 2022 & 2023 N ew initiative to vertically integrate product processing to eliminate bottle - necks and accelerate deliveries

 

 

Nine Months September – 2021 v 2020 : » Revenue increased by $ 7.9 million or 22% » Gross Profit increased by $ 2.0 million or 44% » Gross Margin increased by 220 basis points to 14.7% of sales. » Operating Profit compared to operating loss in 2020 » Adjusted Ebitda of $ 3.6M an increase of $ 2.7M or 3 times 2020. Further increases in sales should result in disproportionate increases in Net Income and EBITDA 5 Earnings Leverage » Earnings, Gross Margin & EBITDA are Highly Correlated with Revenue Why Invest in Air Industries Group

 

 

The Aerospace Industry 6 The Aerospace Industry is arranged in Tiers – with products becoming increasingly complex for ultimate delivery to Original Equipment Manufacturers. Air Industries’ business is primarily Tier One and Two. Nose Landing Gear for E2 - D Naval Aircraft

 

 

Five Customers 85 – 90% of Sales 7 Air Industries Group’s five largest customers in 2021 comprise close to 90% of sales. Sales to each customer as a percent of total have been relatively stable. S ales to Goodrich, DOD Direct and Rohr increased. Sikorsky sales declined as 2021 was the final year of a five - year LTA. Multiple Sikorsky contracts have been announced in January 2022. 32% 37% 30% 27% 13% 14% 6% 5% 6% 7% 13% 11% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 2020 2021 Sales by Customer as a Percent of total Goodrich Sikorsky US Military Direct General Electric Rohr All other

 

 

Five Aircraft Platforms – 80 to 90% of Sales 8 32% 24% 15% 23% 14% 15% 11% 17% 7% 10% 20% 11% 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% 2020 2021 Sales by Aircraft Platform 2021 v 2020 S-70 F-35 F-18 E2-D GTF All other Five aircraft platforms constitute the majority of sales. S - 70 Blackhawk sales declined (fifth year of 5 - year Multiyear LTA), new 5 - year LTA awarded in 2022. Decline in Blackhawk more than offset by increases in F - 35, F - 18, E2 - D and Geared Turbo Fan (GTF).

 

 

A Balance of Legacy & New Aircraft Platforms 9 Sikorsky UH - 60 (S - 70 ) Blackhawk : US Army workhorse helicopter . 4 , 000 produced, In production for over 40 - years and will continue for at least five years, perhaps longer . Operated by nearly 25 countries worldwide . Current fleet continuing in operation for decades . US Navy F - 18 Hornet : Sole fighter aircraft for carrier based operations . Over 600 have been produced . Also operated by seven other countries, notably Australia and Finland . To be replaced by F - 35 eventually . Only one of eleven aircraft carriers have been converted as of 2021 . A balanced portfolio of five aircraft platforms account for 80 % of our business . These platforms include legacy aircraft that generate after - market replacement demand ; and with new aircraft generating at, or near, full production demand, the Company has a balanced book of business .

 

 

A Balance of Legacy & New Aircraft Platforms 10 Northrop Grumman E 2 - D : Primary Naval Battle Management / Command & Control aircraft . Vital for aircraft carrier operations . “D” versions in Full Rate Production now to replace all older “C” versions in service . Also operated by 7 foreign militaries – notably Japan to counter China threat . Lockheed Martin F - 35 Lightning II : Sole replacement fighter aircraft for US Navy, Marines & Air Force . Eight “partner” countries and six other foreign military sales customers . Nearly 3 , 000 projected to by built with full rate production just now beginning . Air Industries has been supplier since inception . Pratt & Whitney Geared Turbo Fan : Next Gen jet engine . Air Industries produces structural component that operates thrust reversers . Primary commercial aviation product – used on popular A 220 and Embraer aircraft . These smaller aircraft are in high demand from airlines to match changed consumer demand

 

 

Sales – Trailing Twelve Months – Quarterly 2020 - 2021 11 The Covid disruption caused a drop in sales, a steep but short decline. The effect began in Q1 - 2020 was concentrated in Q2 and to a lesser degree in Q3. Air Industries sales have rebounded, returning to, and now exceeding pre - pandemic levels . - 2,000 4,000 6,000 8,000 10,000 12,000 14,000 16,000 18,000 20,000 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21 Q3-21 Consolidated Quarterly Sales 2020 - 2021

 

 

12 THANK YOU FOR YOUR ATTENTION QUESTIONS ?