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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 14, 2024
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 14, 2024, Air Industries Group (the
“Company”) issued a press release reporting its financial results for the second quarter and six months ended June 30, 2024,
and updating its 2024 business outlook.
The Company also confirmed that it will host a conference call to discuss
its financial results as well as its 2024 business outlook. The call is scheduled for August 14, 2024, at 4:30 PM Eastern 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.
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 14, 2024
| |
AIR INDUSTRIES GROUP |
| |
|
|
| |
By: |
/s/ Scott Glassman |
| |
|
Scott Glassman
Chief Financial Officer |
2
Exhibit 99.1
August 14, 2024 08:30
AM Eastern Daylight Time
Air Industries Group Reports
Three and Six Months 2024 Financial Results and
Reaffirms Fiscal 2024 Business Outlook
BAY SHORE, N.Y.--(BUSINESS WIRE)-- Air Industries
Group (“Air Industries”) (NYSE American: AIRI), a leading manufacturer of precision components and assemblies for large
aerospace and defense prime contractors, today reported earnings results for the second quarter and six months 2024 along with an update
of its 2024 business outlook.
“Our second quarter reflected
strength across our business,” said Lou Melluzzo, CEO of Air Industries Group. “For the three months, revenues increased by
2.8% compared to the prior year, but gross profit and gross margin on sales improved dramatically. Gross profit for the second quarter
increased by $474,000 or nearly 22% compared to 2023. With two quarters under our belt, 2024 is on track to be a year of significant growth.
“Net income for the second
quarter was $298,000, or $0.09 a share, an improvement of nearly $700,000 from a loss of ($0.12) per share in 2023.
“Adjusted EBITDA (as defined
below) for the three months was $1,413,000, an increase of $452,000, or more than 47% compared to 2023.”
Second Quarter 2024 Financial Results
| | |
Second Quarter June (Unaudited) | |
| | |
2024 | | |
2023 | |
| Net Sales | |
$ | 13,572,000 | | |
$ | 13,205,000 | |
| Cost of Sales | |
| 10,928,000 | | |
| 11,035,000 | |
| Gross Profit | |
| 2,644,000 | | |
| 2,170,000 | |
| Gross Margin | |
| 19.5 | % | |
| 16.4 | % |
| | |
| | | |
| | |
| Operating Expense | |
| 1,892,000 | | |
| 2,098,000 | |
| Operating Income | |
| 752,000 | | |
| 72,000 | |
| | |
| | | |
| | |
| Interest Expense | |
| (474,000 | ) | |
| (500,000 | ) |
| Other Income (net) | |
| 20,000 | | |
| 13,000 | |
| Income (Loss) before Income Taxes | |
| 298,000 | | |
| (395,000 | ) |
| Income Taxes | |
| - | | |
| - | |
| Net Income (Loss) | |
$ | 298,000 | | |
$ | (395,000 | ) |
| | |
| | | |
| | |
| Net Income (Loss) per Share | |
$ | 0.09 | | |
$ | (0.12 | ) |
| | |
| | | |
| | |
| Reconciliation of EBITDA To GAAP | |
| | | |
| | |
| Net Income (Loss) | |
$ | 298,000 | | |
$ | (395,000 | ) |
| Interest Expense | |
| 474,000 | | |
| 500,000 | |
| Depreciation | |
| 574,000 | | |
| 615,000 | |
| Amortization | |
| 17,000 | | |
| - | |
| Stock Compensation | |
| 50,000 | | |
| 241,000 | |
| Adjusted EBITDA | |
$ | 1,413,000 | | |
$ | 961,000 | |
All Amounts are Unaudited.
Six Months 2024 Financial Results
Lou Melluzzo, CEO of Air Industries
Group continued, “For the six months, revenues increased by 7.3% compared to the prior year, and the increase in gross profit outpaced
the growth in sales. Gross profit for the six months increased by nearly $500,000, or 12.3% compared to 2023.
“Operating Income for the
six months was $493,000 compared to a loss in 2023.
“Net loss for the first
half of 2024 was ($408,000) an improvement of more than $600,000 compared to 2023.
“Adjusted EBITDA (as defined
below) for the six months was $1,775,000 an increase of $236,000 or more than 15% compared to 2023”.
| | |
Six Months June (Unaudited) | |
| | |
2024 | | |
2023 | |
| Net Sales | |
$ | 27,633,000 | | |
$ | 25,754,000 | |
| Cost of Sales | |
| 23,083,000 | | |
| 21,704,000 | |
| Gross Profit | |
| 4,550,000 | | |
| 4,050,000 | |
| Gross Margin | |
| 16.5 | % | |
| 15.7 | % |
| | |
| | | |
| | |
| Operating Expense | |
| 4,057,000 | | |
| 4,136,000 | |
| Operating Income | |
| 493,000 | | |
| (86,000 | ) |
| | |
| | | |
| | |
| Interest Expense | |
| (936,000 | ) | |
| (956,000 | ) |
| Other Income (net) | |
| 35,000 | | |
| 29,000 | |
| Income (Loss) before Income Taxes | |
| (408,000 | ) | |
| (1,013,000 | ) |
| Income Taxes | |
| - | | |
| - | |
| Net Income (Loss) | |
$ | (408,000 | ) | |
$ | (1,013,000 | ) |
| | |
| | | |
| | |
| Net Income (Loss) per Share | |
$ | (0.12 | ) | |
$ | (0.31 | ) |
| | |
| | | |
| | |
| Reconciliation of EBITDA To GAAP | |
| | | |
| | |
| Net Income (Loss) | |
$ | (408,000 | ) | |
$ | (1,013,000 | ) |
| Interest Expense | |
| 936,000 | | |
| 956,000 | |
| Depreciation | |
| 1,101,000 | | |
| 1,239,000 | |
| Amortization | |
| 34,000 | | |
| 17,000 | |
| Stock Compensation | |
| 112,000 | | |
| 340,000 | |
| Adjusted EBITDA | |
$ | 1,775,000 | | |
$ | 1,539,000 | |
All Amounts are Unaudited.
2024 Business Outlook and Items of Note:
| ● | Although
it remains difficult to predict the timing of orders, raw materials, and delivery times for finished products, the Company reaffirms
a target of net sales for fiscal 2024 to be at least $50.0 million, with Adjusted EBITDA in 2024 being significantly better than in 2023.
Revenues for the second half of 2024 are expected to equal or exceed the amounts achieved in the first half of 2024. |
| ● | Backlog,
which represents the value of all undelivered funded orders received, increased from March 31, 2024 to just over $100 million as of June
30, 2024. |
| ● | The
book-to-bill ratio, which is bookings divided by net sales was greater than 1.20 to 1.00 for the trailing twelve months ended June 30,
2024. |
| ● | We
continue to invest to increase production efficiency, and to expand our manufacturing capabilities. To this end, we have completed the
rebuild and modernization of three major pieces of equipment at a cost of approximately $1,000,000. |
| ● | As
of June 30, 2024, total indebtedness was $24,939,000, increasing $1,629,000 or 7.0% from December 31, 2023. The increase resulted from: |
| o | An increase of $507,000 for a bank loan covering the installation of solar panels at Sterling Engineering. |
| o | Total increases of $898,000 in the Webster Bank term and revolving loans coincident with the recent amendment of June 3, 2024. |
| o | A new capital lease for $225,000 for a new Coordinate Measuring Machine (CMM). |
Air Industries is in compliance with all Webster Bank covenants as
of June 30, 2024 and expects to remain in compliance for the balance of the year.
Conference Call Information
As previously announced, the Company will host a conference call to
discuss financial results as well as its 2024 business outlook. The call is scheduled for today, August 14, 2024, at 4:30PM Eastern Time.
The conference call number is 877-524-8416 and will be made available
for replay at www.airindustriesgroup.com.
ABOUT AIR INDUSTRIES GROUP
Air Industries Group is a leading manufacturer of precision
components and assemblies for large aerospace and defense prime contractors. Its products include landing gears, flight controls, engine
mounts and components for aircraft jet engines, ground turbines and other complex machines. Whether it is a small individual component
or complete assembly, its high quality and extremely reliable products are used in mission critical operations that are essential for
the safety of military personnel and civilians.
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.
NON-GAAP FINANCIAL MEASURES
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 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
Air Industries Group
Chief Financial Officer
631-328-7039
Anyone wishing to contact us or send a message can also
do so by visiting:
www.airindustriesgroup.com/contact-us/
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