SOURCE: Air Industries Group

Air Industries Group

July 17, 2012 08:00 ET

Air Industries Group, Inc. (the "Company" or "Air Industries") Announces the Completion of a Private Placement of Common Stock and Conversion of Junior Subordinated Notes to Common Stock; Air Industries Also Announces That It Will Host an Investor Conference Call to Discuss the Nassau Tool Works Acquisition on Wednesday July 18, 2012 at 11:00 am Eastern Time

BAY SHORE, NY--(Marketwire - Jul 17, 2012) - Air Industries (PINKSHEETS: AIRI) today announced the completion of a Private Placement of 1,198,000 shares of its common stock at a price of $ 6.00 per share. The Company received a total of $ 6,528,000 net of commissions and estimated expenses. These funds were used to satisfy a portion of the purchase price for the previously announced acquisition of Nassau Tool Works. In addition the holders of $ 5,320,000 principal amount of the Company's junior subordinated notes elected to exchange their notes for common stock at a rate of $ 6.00 per share, resulting in the issuance of an additional 867,000 shares of common stock. Following the conversion $ 1,000,000 principal amount of the Company's junior subordinated notes remains outstanding. The maturity of these remaining notes has been extended to December 2016.

The components of the Company's debt and stockholders equity after giving effect to the private placement and the conversion of junior subordinated notes, together with the increased borrowings under the Company's credit facility with PNC Bank, are shown below on a pro-forma basis.

Components of Debt & Stockholders Equity:        
(all amounts in 000's)            
    May 31, 2012   Change   Pro-forma
PNC Bank                  
  Revolving Credit Line   $ 11,690   $ 1,741   $ 13,431
  Term Loan     1,500     3,900     5,400
Jr. Subordinated Notes     6,320     (5,320 )   1,000
Total Debt   $ 19,510   $ 321   $ 19,831
Stockholders Equity   $ 5,813   $ 11,961   $ 17,774
Shares Outstanding     3,579     -     3,579
  Issued in Note Conversion     -     867     867
  Issued in Offering     -     1,198     1,198
  Issued to former owners of Nassau Tool     -     67     67
Total Outstanding     3,579     2,132     5,711

Attached to this press release are the audited Financial Statements of Nassau Tool Works, Inc. for the year ended December 31, 2011. Please click here for Audited Financial Statements of Nassau Tool Works:

Investor Conference Call: Air Industries will host an investor conference call on Wednesday July 18, 2012 at 11:00 am Eastern Time. Shareholders and other interested individuals can access the conference call by dialing 1-888-427-9419 and using access code 4939370. Please call-in 10 minutes prior to the call to ensure that you are connected to the call before it begins.

Mr. Peter Rettaliata, Chief Executive Officer of Air Industries commented: "The Private Placement of our common stock together with conversion of our junior subordinated notes to common stock have greatly strengthened our balance sheet. Stockholders equity has more than doubled from about $ 5.8 million to over $ 11.9 million. Despite our acquisition of Nassau Tool Works, our total debt has increased only marginally by approximately $ 320 thousand. Our debt to equity ratio, before these transactions was 3.3 to 1, and is now approximately 1.1 to 1. Air Industries is financially now a much stronger competitor better able to aggressively seek new business and further acquisitions."


Air Industries Group, Inc. (PINKSHEETS: AIRI) is an integrated manufacturer of precision equipment assemblies and components for leading aerospace and defense prime contractors. Air Industries designs and manufactures flight critical products including flight safety parts, landing gear and components, arresting gear, flight controls, sheet metal fabrications and ground support equipment. Air Industries periodically distributes its audited and unaudited financial information and makes such information available online at its website and prospective investors are invited to review such information. 

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, the ability to realize firm backlog and projected backlog, 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.

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