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): January 14, 2020
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 January 14, 2020, Air Industries Group issued a press release announcing that it has received a significant new five-year Long-Term Agreement, through its Air Industries Machining, Corp. subsidiary, for “Thrust Struts,” a critical component of the Pratt & Whitney Geared-Turbo-Fan jet engine.
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:
| Number | Description | |
| 99.1 | Press Release issued by Air Industries Group on January 14, 2020. |
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: January 14, 2020
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Michael Recca | |
| Michael Recca | ||
2
Exhibit 99.1
January 14 at 9:30AM EST
Air Industries Group Announces Long-Term, Five Year, Agreement with Potential Sales in Excess of Approximately $60 Million
Bay Shore, NY -- (Business Wire) – January 14, 2020 – 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 a significant new Long-Term Agreement (LTA or Agreement) through its subsidiary Air Industries Machining Corporation (AIM). This five-year LTA is for “Thrust Struts,” a critical component of the Pratt & Whitney Geared-Turbo-Fan (“GTF”) jet engine. The GTF powers the Airbus A-220 (formerly the Bombardier C-Series), the Mitsubishi MRJ, and the Embraer E-2 commercial airliners.
Based on the OEM’s forecast, the contract could generate potential sales of approximately $ 61.7 Million over the five-year term. As is customary with LTA contracts, Air Industries expects to receive sequential firm orders for delivery of product against the Agreement.
Mr. Lou Melluzzo, CEO of Air Industries, commented: This Agreement marks a milestone for Air Industries Machining. It is one of the largest single contracts the company has ever received, and from our largest customer. In 2014, AIM developed and engineered the manufacturing processes for this product, and has been producing it for the past five-years. Since the Geared Turbo-Fan engine entered into service, we have produced over 1,200 Thrust Struts. This new contract is a follow-on renewal of the original five-year contract. With production of the GTF accelerating, our customer is forecasting a significant increase in demand over the next five years. We expect to start shipping this product beginning in the second half of this year.
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 receipt of firm orders subsequent to LTAs, 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
631.328.7078
ir@airindustriesgroup.com
1460 Fifth Avenue :Bay shore, ny 11706-4147