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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 8, 2023
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 2.02 Results of Operations and Financial Condition.
On August 8, 2023, Air Industries Group (the “Company”)
issued a press release announcing its financial results for the three months ended June 30, 2023, and providing comments on its business
outlook. In the release the Company also announced that it will host a conference call to discuss its financial results on Wednesday,
August 9, 2023, at 4:15 PM Eastern Time. The toll-free conference number for the call is:
Investor Conference Toll-Free
Number 877-524-8416
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 8, 2023
|
AIR INDUSTRIES GROUP |
|
|
|
|
By: |
/s/ Michael Recca |
|
|
Michael Recca |
|
|
Chief Financial Officer |
2
Exhibit 99.1
August
8, 2023: 08:30 AM Eastern Time
Air
Industries Group Announces Improved Operating Results for Second Quarter Ended June 30, 2023 and Provides Comments on Business Outlook
Conference
Call Scheduled for August 9, 2023
Bay
Shore, N.Y.--(BUSINESS WIRE)--Air Industries Group (NYSE American: AIRI), an integrated Tier 1 manufacturer of precision assemblies
and components for mission-critical aerospace and defense applications, and a prime contractor
to the U.S. Department of Defense, today announced its financial results for the quarter ended June 30, 2023.
Commenting
on the recent results, Lou Melluzzo, CEO of Air Industries Group, said, “I am pleased that we delivered both top-line and bottom-line
improved performance during the second quarter of 2023. Our gross profit margin for Q2 has risen impressively to 16.4% of sales, an increase
from the 2023 first quarter’s 15.0%. Moreover, we successfully transitioned from operating losses in the past two quarters to achieving
operating income in the most recent period.”
Mr.
Melluzzo also commented on the Company’s business outlook, stating, “As we look ahead, I am extremely encouraged by the positive
feedback emanating from both our longstanding and new customers. The substantial investments we made over multiple years in new equipment,
refined delivery processes, and elevated customer service are undeniably yielding fruitful results. I am confident that we are witnessing
the commencement of a sustained period of improved order-flow trajectory, which bodes well for the future for our Company.”
Second
Quarter 2023 Results
| ● | Consolidated
net sales for the second quarter ended June 30, 2023 were $13.2 million, representing an
increase of $656,000 or 5.0% from $12.5 million reported for the first quarter of 2023. Second
quarter 2023 net sales were lower by $803,000 or (5.7%) compared with sales of $14.0 million
reported for the second quarter of 2022. |
| ● | Consolidated gross
profit for the second quarter of 2023 was $2.2 million, an increase of $289,000 or 13.3%
from $1.9 million in the 2023 first quarter. Second quarter 2023 gross profit was lower
by $253,000 or (10.5%) compared with $2.4 million in the second quarter of 2022. |
| ● | Gross
profit margin was 16.4% of sales for the second quarter of 2023, 15.0% for the first quarter
of 2023, and 17.3% for the second quarter of 2022. |
| ● | Operating
expenses for the second quarter of 2023 were $2.1 million, slightly higher than $2.0 million
in the first quarter of 2023, and lower than $2.2 million in the 2022 second quarter. |
| ● | The
Company achieved operating income of $90,000 in the second quarter of 2023 compared with
an operating loss of $158,000 in the first quarter of 2023 and operating income of $250,000
in the second quarter of 2022. |
| ● | Interest
and financing costs for the three months ended June 30, 2023 were $500,000 compared with
$476,000 in the first quarter of 2023, and $289,000 for the three months ended June 30, 2022.
The increases in interest expense resulted from increases in the prime rate and from higher
loan balances. |
| ● | Net
loss for the second quarter of 2023 was reduced to $395,000 versus a net loss of $618,000
in the first quarter of 2023. The net loss in the second quarter of 2022 was $7,000. |
Six-Month
2023 Results
| ● | Consolidated
net sales for the six months ended June 30, 2023 were $25.8 million compared with $26.1 million
in the same period of 2022, a slight decrease of $316,000 or (1.2.%). |
| ● | Consolidated gross
profit for the six months ended June 30, 2023 was $4.0 million versus $4.5 million in the
2022 period, a decrease of $451,000 or (10.0%). Gross profit margin was 15.7% of sales for
the six months ended June 30, 2023 compared with 17.3% for the first six months of 2022. |
| ● | Operating
expenses for the six months ended June 30, 2023 were $4.1 million, increasing $53,000 from
$4.0 million in the 2022 period. |
| ● | The
operating loss for the six months ended June 30, 2023 was $47,000 compared with operating
income of $457,000 reported for the 2022 period. |
| ● | Interest
and financing costs for the six months ended June 30, 2023 were $996,000 compared with $612,000
in the 2022 period, an increase of $384,000 or 62.7%, mainly due to the effect of increases
in the prime rate and from higher loan balances. |
| ● | Net
loss for the six months ended June 30, 2023 was $1.0 million, compared with a net loss of
$35,000 in the 2022 period. |
| ● | Adjusted
EBITDA for the six months ended June 30, 2023 was $1.6 million. |
Reconciliation
of Net (Loss) to Adjusted EBITDA (in thousands)
For the Six Months Ended June 30, 2023 |
|
Net Loss | |
$ | (1,013 | ) |
Add - backs to EBITDA | |
| | |
Interest | |
| 956 | |
Taxes | |
| - | |
Depreciation & Amortization | |
| 1,273 | |
EBITDA | |
| 1,216 | |
Add - backs to Adjusted EBITDA | |
| | |
Goodwill | |
| 163 | |
Stock Compensation | |
| 232 | |
Adjusted EBITDA | |
$ | 1,611 | |
Additional
information about the Company can be found in its filings with the SEC and by visiting the website at www.airindustriesgroup.com.
Investor
Conference Call
Management
will host a conference call on Wednesday, August 9, 2023 at 4:15 PM Eastern Time
Conference
Toll-Free Number 877-524-8416
AIR
INDUSTRIES GROUP is an integrated Tier 1 manufacturer of precision assemblies and components for mission-critical aerospace and defense
applications, and a prime contractor to the U.S. Department of Defense.
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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