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): April 3, 2019
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)) |
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 April 3, 2019, Air Industries Group issued a press release announcing that it had received major awards in its first quarter. A copy of the press release is attached hereto as Exhibit 99.1.
The information contained in the press release is being furnished and shall not be deemed “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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release issued by Air Industries Group on April 3, 2019. |
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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: April 3, 2019 | AIR INDUSTRIES GROUP | |
| By: | /s/ Michael Recca | |
| Michael Recca | ||
| Chief Financial Officer | ||
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Exhibit 99.1
April 3, 2019: 08:30 AM EST
Air Industries Group Announces Major Awards Totaling over $6.6 million in March 2019. Total Bookings of New Business for the Three Months ended March 31, 2019 were approximately $ 19.9 million, an Increase of 141% over 2018
Hauppauge, NY -- (Globe Newswire) – April 3, 2019 – Air Industries Group (NYSE AMEX: AIRI) Air Industries Group (“Air Industries” or the “Company”), an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors is pleased to announce that it has received additional awards for its Complex Machining and Turbine Engine Components business segments.
Total bookings of new business for the three months ended March 31, 2019 were approximately $ 19.9 million. This is an increase of approximately $ 8.3 million or 141% higher than in the first quarter of 2018.
For the month of March 2019, Air Industries Machining Company (“AIM”) in our Complex Machining Segment, received awards totaling approximately $ 4.8 million, including an award for $ 4.2 million for “Mixers” the primary flight control mechanism for the BlackHawk UH-60 helicopter. Air Industries has been the primary source for this product for decades. This new order is strong evidence of a rebound in military demand for after-market aircraft parts.
Sterling Engineering Corporation, (“Sterling”) our Turbine Engine Component segment, received several awards in March including approximately $ 1.2 million for jet engine components for the Geared Turbo-Fan, the PW 4000, and tooling for a development project. Sterling also received several orders for both aviation and ground-power turbines.
Mr. Lou Melluzzo, CEO of Air Industries commented: “The Mixer order is a very strong indicator that the Department of Defense’s goal of increasing military readiness is finally resulting in actual orders for product. Air Industries has produced this important flight control for the BlackHawk for many years. Our production rate had fallen by 75% in recent years and has rebounded in late 2018 and the first quarter of 2019. This order will help maintain production at historical levels and perhaps increase it.
The contracts awarded to Sterling in March are for the most part, legacy parts that Sterling has produced for years. The magnitude of the contracts are significant. The total of $ 1.8 million represents approximately 36% of Sterling’s revenue for all of 2018. Our plan was for Sterling to increase revenue significantly in 2019. These awards make that objective more obtainable.”
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (AIRI) is an integrated manufacturer of complex machined products including landing gear, flight control, and jet turbine components for leading aerospace and defense prime contractors.
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
631.881.4913
ir@airindustriesgroup.com