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): March 8, 2021
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 March 8, 2021, Air Industries Group (the “Company”) issued a press release announcing its financial results for the three months and fiscal year ended December 31, 2020. In the press release the Company announced that it will host a conference call for investors to discuss its financial results on Tuesday March 9, 2021 at 8:30 AM 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 March 8, 2021 issued by Air Industries Group. |
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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: March 8, 2021
| AIR INDUSTRIES GROUP | ||
| By: | /s/ Michael Recca | |
| Michael Recca | ||
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Exhibit 99.1
March 8, 2021
Air Industries Group Announces Financial Results for the Three and Twelve Months Ended December 31, 2020. Sales Return to Pre-Pandemic Levels in the Fourth Quarter with Positive Adjusted EBITDA Achieved
Bay Shore, NY -- (Business Wire) – March 8, 2020 4:15pm EST – 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 its results for the three and twelve months ended December 31, 2020.
Three Months ended December 31, 2020 compared to December 31, 2019
| ● | Consolidated net sales for the three months ended December 2020 was $14.5 million increasing $1.2 million or 9.0% from $13.3 million in 2019. |
| ● | Consolidated gross profit for the three months ended December 2020 was $2.1 million increasing $400,000 or 23.5% from $1.7 million in 2019. Gross profit as a percentage of sales was 14.4% in 2020 compared to 12.8 % in 2019. |
| ● | Operating expenses for the three months ended December 2020 were $2.1 million a decline of $600,000 or 22.2% from $2.7 million in 2019. |
| ● | Operating income for the three months 2020 was $200,000 compared to an operating loss of $1.0 million in 2019. |
| ● | Interest and financing costs for the three months December 2020 were $300,000 a significant decline of $500,000 or 62.5% compared to $800,000 in 2019. |
| ● | Net Income from continuing operations for the three months ended December 2020 was $2.1 million compared to a net loss from continuing operations of $1.3 million in 2019. Net income for the three months 2020 included $2.4 million from forgiveness of the Payroll Protection Program loans. |
| ● | Adjusted EBITDA, including stock compensation expense, for the three months ended December 2020 was approximately $3.4 million compared to $333,000 in 2019. Adjusted EBITDA for 2020 included approximately $2.4 million from forgiveness of the Payroll Protection Program loans. |
For the year ended December 31, 2020 compared to December 31, 2019
| ● | Consolidated net sales for year ended December 2020 were $50.1 million compared to $54.6 million in 2019. |
| ● | Consolidated gross profit for year ended December 2020 was $6.5 million compared to $9.1 million in 2019. Gross profit as a percentage of sales was 13.0% in 2020 compared to 16.7 % in 2019. |
| ● | Operating expenses for year ended December 2020 were $8.0 million or a decline of $500,000 as compared to $8.5 million of operating expenses in 2019. |
| ● | Operating loss for year ended December 2020 was $1.4 million as compared to an operating income of $300,000 in 2019. |
| ● | Interest and financing costs for year ended December 2020 were $1.5 million a significant decline of $2.1 million or 58% as compared to $3.6 million in 2019. |
| ● | Net Income from continuing operations for the year ended December 2020 was $1.3 million compared to a net loss from continuing operations of $2.6 million in 2019. Net income for 2020 included approximately: |
| ○ | $2.4 million in income from forgiveness of the Payroll Protection Program loans and; |
| ○ | Income tax benefit of $1.4 million resulting from a tax refund from tax law changes enacted in the CARES Act. |
| ● | Adjusted EBITDA, including stock compensation expense, for 2020 was approximately $4.4 million compared to $5.2 million in 2019. |
| Adjusted EBITDA | Three Months December 2020 | Twelve Months December 2020 | ||||||
| Net Income | $ | 2,099,000 | $ | 1,096,000 | ||||
| Add-backs to EBITDA | ||||||||
| Interest | 324,000 | 1,491,000 | ||||||
| Taxes | - | (1,414,000 | ) | |||||
| Depreciation & Amortization | 686,000 | 2,696,000 | ||||||
| EBITDA | 3,109,000 | 3,869,000 | ||||||
| Add-backs to Adjusted EBITDA | ||||||||
| Stock Compensation | 250,000 | 516,000 | ||||||
| Adjusted EBITDA | $ | 3,359,000 | $ | 4,385,000 | ||||
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CEO Commentary
Lou Melluzzo, CEO of Air Industries said, “We are very pleased with our results for the fourth quarter of 2020. Revenue, gross profit and operating income were significantly higher in the fourth quarter than any other quarter of 2020. The negative effects of the Covid-19 pandemic which impaired operations earlier in the year appear to have largely passed. Operations in the last three months of the year were nearly back to normal and we are on our way to resuming normal operations.”
Mr. Melluzzo further commented on the company’s business outlook stating, “Air Industries remains confident about 2021. We expect that our operations will continue to improve and our sales to increase. Despite the turmoil in the Aerospace industry our backlog remains strong. Fully 75% of our firm 18-month backlog comes from just four aircraft platforms vitally important to the nation’s defense. Most of these aircraft are in current production with increasing production rates. These include the F-35 Joint Strike Fighter, the E2-D, and the UH-60 Black Hawk and CH-53 K heavy lift helicopter. Our sales of a commercial aerospace product used in the new Geared Turbo-Fan engine used on smaller airliners increased in 2020 and we are optimistic that this trend will continue in 2021. In light of the dramatic declines in the commercial aerospace market, it is perhaps unique that our commercial aerospace backlog in 2020 increased three-fold to $3.6 million from $1.1 million in 2019. Now that economies around the world are starting to re-open again, we believe that Air Industries is firmly positioned to achieve growth in 2021.”
Additional information about the Company can be found in its filings with the SEC.
Investor Conference Call
Management will host a conference call on Tuesday, March 9, 2021 at 8:30AM Eastern
Conference Toll-Free Number – 800.309.1256
Passcode – 677 842
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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.
Adjusted EBITDA
The Company uses Adjusted EBITDA, a Non-GAAP financial measure as defined by the SEC, as a supplemental profitability 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 and may be different than the EBITDA calculation used by our lenders for purposes of determining compliance with our financial covenants. This Non-GAAP measure may have limitations when understanding performance as it excludes the financial impact of transactions such as interest expense necessary to conduct the Company’s business and therefore are not intended to be an alternative to financial measure prepared in accordance with GAAP. The Company has not quantitatively reconciled its forward looking Adjusted EBITDA target to the most directly comparable GAAP measure because such items such as amortization of stock-based compensation and interest expense, which are specific items that impact these measures, have not yet occurred, are out of the Company’s control, or cannot be predicted. For example, quantification of stock-based compensation is not possible as it requires inputs such as future grants and stock prices which are not currently ascertainable.
Contact Information
Air Industries Group
Investor Relations
631.328.7078
ir@airindustriesgroup.com
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