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): August 3, 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 August 3, 2020, Air Industries Group (the “Company”) issued a press release announcing investments in new machinery, giving near term guidance and announcing second quarter earnings. In the press release the Company also announced that it will host a conference call for investors on Monday August 10, 2020 at 4:30 PM New York Time.
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 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 August 3, 2020 issued by Air Industries Group. |
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: August 3, 2020
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Michael Recca | |
| Michael Recca | ||
2
Exhibit 99.1
August 3, 2020: 8:30am Eastern
Air Industries Group CEO Updates Growth Strategy, Announces
Substantial, Opportunistic Investments in New Machinery,
Gives Near Term Revenue Guidance, Announces Second Quarter Earnings Conference Call
Bay Shore, NY -- (Business Wire) –August 3, 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 today announced that it is evolving and accelerating its growth strategy in response to the pandemic induced severe contraction occurring in the Aerospace industry.
Lou Melluzzo, CEO of Air Industries said, “I am very excited about the opportunity Air Industries has in the Aerospace industry. It may seem counter-intuitive to make any investment in the Aerospace industry amid the disruption due to Covid-19, but Air Industries is in the enviable positon of having a very large backlog. Our capacity expansion with new, state-of-the-art machines acquired at opportunistic prices will greatly enhance productivity and sales. We expect all of the new equipment to be delivered in September or early October and be fully operational, contributing to production in the fourth quarter.
The impact of the virus on the commercial aerospace industry is severe but defense aerospace has not seen any dramatic effects. Air Industries is highly concentrated on military aerospace components. While we have seen deferrals of product orders for commercial product, we are filling the gap by accelerating, that is “pulling in”, production of military hardware. We further believe that the contraction in commercial demand will result in production moving to suppliers who are clearly well positioned to survive this cycle.
During July, Air Industries has issued purchase orders for over $ 2.5 million in new machinery.
The most substantial investment is the purchase of a Mitsui Seiki Model HU100-5X, five-axis horizontal machining center with a list price of $ 2.8 million. This equipment was ordered and then canceled by a large OEM, providing us with the opportunity to acquire the equipment at a discount of approximately 33%. The machine is expected onsite by September 1, 2020 and we will work to immediately bring it on line.
In addition the Company has purchased a state of the art 5-axis milling cell, consisting of two DMG 100U machining centers together with a Fastems Automatic Pallet System, capable of automated “lights out” production. Finally a new vertical honing machine from Ohio Tool Works that is much larger than our existing equipment, expanding the envelope of our capabilities. These machines will also be delivered in September and October.
The pandemic did have a significant and negative short term impact on Air Industries. We suffered increased employee absenteeism and disruption due to temporary closures of supplier’s facilities in the second quarter, which caused a decline in revenue for the quarter. However, our results are in line with analyst’s expectations. We expect our third quarter results to be significantly better and improve further in the fourth quarter of 2020 and beyond.”
Investor Conference Call
Management will host a conference call on Monday August 10, 2020 at 4:30PM Eastern
Conference Toll-Free Number – 800.309.1256
Passcode – 887 600
Additional information about the Company can be found in its filings with the SEC.
ABOUT AIR INDUSTRIES GROUP
Air Industries Group (AIRI) is an integrated manufacturer of precision equipment assemblies and 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
Investor Relations
631.328.7078
ir@airindustriesgroup.com