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): December 4, 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)) |
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 December 4, 2019, Air Industries Group (the “Company”) issued a press release announcing that it has received major new contract awards totaling $18.2 million, and potential follow-on orders for an additional $13.7 million.
The information in this Form 8-K, including Exhibit 99.1 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 us 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 December 4, 2019 issued by Air Industries Group. |
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: December 4, 2019
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Michael Recca | |
| Michael Recca | ||
Exhibit 99.1
December 4, 2019 at 04:15 PM EST
Air Industries Group Announces Long-Term Contracts, with Firm Orders over $18.2 million and Potential Follow-on Orders for an Additional $ 13.7 million.
Bay Shore, NY -- (Business Wire) – December 4, 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 major new contract awards totaling $18.2
million, and potential follow-on orders for an additional $13.7 million.
Air Industries Machining Corporation, a unit of our Complex Machining Sector, received firm orders totaling approximately $11.9 million, including:
| · | An award of approximately $3.0 million for F-35 Joint Strike Fighter landing gear components, with deliveries beginning next year and continuing through 2021. |
| · | An award of approximately $8.9 million for complete landing gear for the E2-D Hawkeye with deliveries beginning in 2021. The company has also been awarded exclusivity for an additional three years (2023 to 2025), covering additional product that may be ordered by our customer, worth an estimated $13.7 million. |
Sterling Engineering Corporation, our Turbine & Engine Sector, received firm orders during October and November totaling $6.3 million, these orders extend to 2023.
| · | Jet engine components totaled $2.4 million. |
| · | Rotorcraft components totaled $3.9 million. |
These orders increase our eighteen-month firm and funded backlog to approximately $110 million dollars.
Mr. Lou Melluzzo, CEO of Air Industries commented: “Receiving these contract awards is significant both in value and for the aircraft platforms involved. These orders span both military and commercial aviation.
The F-35 Joint Strike Fighter is the newest fighter aircraft in US military service. Production of this aircraft is now ramping up to full rate production with a goal of 200 aircraft per year.
The E-2C/D aircraft is a US Navy aircraft providing Airborne Early Warning and Control for Carrier Battle Groups. Each carrier has four E-2 aircraft. This platform has been a staple product of Air Industries for many years. The new E2-D Advanced Hawkeye is the latest variant and will replace older models in service. Foreign military forces have also ordered the E2-D, most notably Japan, to counter threats from China.
The vast majority of these contract awards are long-term agreements, allowing Air Industries to plan production more efficiently, and to have the opportunity to increase profit margins.”
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