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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): November 20, 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
1.01 Entry Into a Definitive Material Agreement.
On
November 20, 2023, we, Air Industries Group, entered into a Sixth Amendment to the Loan and Security Agreement with Webster Bank (“Sixth
Amendment”). In the amendment Webster Bank waived the defaults caused by the failure to achieve the required Fixed Charge Coverage
Ratio for the Fiscal Quarter ended September 30, 2023, and the fact that our Capital Expenditures were in excess of the amount permitted
in the Webster Facility.
The
Sixth Amendment allows for the Fixed Charge Coverage Ratio to be calculated on a rolling basis as follows (w) for the Fiscal Quarter
ending December 31, 2023, three month basis, (x) for the Fiscal Quarter ending March 31, 2024, six month basis, (y) for the Fiscal Quarter
ending June 30, 2024, nine month basis, and (z) for all other Fiscal Quarters, twelve month basis. Additionally, the Fixed Charge Coverage
Ratio shall not be less than (i) 0.95 to 1.00 for the Fiscal Quarters ending June 30, 2023, September 30, 2023, and December 31, 2023,
(ii) 1.10 to 1.00 for the Fiscal Quarter ending March 31, 2024, (iii) 1.20 to 1.00 for the Fiscal Quarter ending June 30, 2024, and (iv)
1.25 to 1.00 for all other Fiscal Quarters. The Sixth Amendment has increased the Capital Expenditure limit to $2,500,000 in any Fiscal
Year. In connection with these changes, we paid an amendment for of $20,000.
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:
November 27, 2023
| |
AIR
INDUSTRIES GROUP |
| |
|
|
| |
By: |
/s/ Scott
Glassman |
| |
|
Scott
Glassman
Chief
Financial Officer |
2
Exhibit 99.1
SIXTH
AMENDMENT TO
LOAN
AND SECURITY AGREEMENT
This
SIXTH Amendment TO LOAN AND SECURITY AGREEMENT (the
“Amendment”), is dated November 20, 2023, and is made by and among (a) AIR INDUSTRIES MACHINING, CORP., a New York
corporation (“AIM”), NASSAU TOOL WORKS, INC., a New York corporation (“NTW”), THE STERLING ENGINEERING
CORPORATION, a Connecticut corporation (“Engineering”, and together with AIM and NTW, collectively the “Borrower”),
(b) AIR INDUSTRIES GROUP, a Nevada corporation (together with its successors and permitted assigns, “Parent”), and
AIR REALTY GROUP, LLC, a Connecticut limited liability company (“Realty”, and together with Parent, the “Guarantor”)
and WEBSTER BANK, NATIONAL ASSOCIATION, a national banking association (successor by merger to Sterling National Bank), (together with
its successors and permitted assigns, the “Lender”).
Recitals
Pursuant
to that certain Loan and Security Agreement, dated as of December 31, 2019 (the “Loan Agreement”) by and among Borrower,
Guarantor, the other Credit Parties thereto, and Lender, Lender has agreed to make certain financial accommodations available to Borrower
from time to time pursuant to the terms and conditions thereof (capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to such terms in the Loan Agreement, as amended hereby).
The
Credit Parties have acknowledged that (i) the Fixed Charge Coverage Ratio of Parent and its consolidated Subsidiaries for the Fiscal
Quarter ending September 30, 2023 was less than the ratio permitted by Section 9.14(a) of the Loan Agreement, resulting in an Event of
Default under Section 10.1(c)(i) of the Loan Agreement, and (ii) the amount of Capital Expenditures by Parent and its consolidated Subsidiaries
through September 30, 2023 was in excess of the amount permitted by Section 9.14(b) during any Fiscal Year, resulting in the occurrence
of an Event of Default pursuant to Section 10.1(c) of the Loan Agreement (each individually, an “Existing Event of Default,”
and collectively, the “Existing Events of Default”).
The
Credit Parties have requested that Lender agree to (a) make certain amendments to the Loan Agreement and (b) waive the Existing Events
of Default.
NOW,
THEREFORE, in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Amendments
to Loan Agreement. As of the effective date of this Amendment, the Loan Agreement is amended as follows:
(a) Section
1.1. Section 1.1 of the Loan Agreement is hereby amended by the amendment and restatement of each of the following definitions,
to read in their entirety as follows
“EBITDA”
means, with respect to a Person for any period, an amount equal to (a) consolidated net earnings (or loss) from continuing operations,
for such period minus (b) extraordinary gains for such period plus (c) Interest Expense (whether paid or accrued), income taxes, depreciation
and amortization for such period plus (d) Approved Add Backs for such period, plus (e) for the first four Fiscal Quarters after the Agreement
Date only, beginning with the Fiscal Quarter ending March 31, 2020 and ending with the Fiscal Quarter ending December 31, 2020, closing
costs for this Agreement and the transactions contemplated hereby in an aggregate amount not to exceed $150,000, in each case determined
for such Person and its Subsidiaries on a consolidated basis in accordance with GAAP on a rolling, unless otherwise stated herein, twelve
month basis ending on the last day of the measurement period.
“Fixed
Charge Coverage Ratio” means, for a Person on any date of determination, the ratio of (a) EBITDA less unfinanced Capital Expenditures
to (b) (i) taxes paid in cash, plus (ii) to the extent Distributions have not been reflected in net income, Distributions that are made
by Parent (provided that Distributions by Parent are not permitted without Lender’s prior written consent, which consent may be
granted or withheld in Lender’s sole and absolute discretion), plus, (iii) Interest Expense paid in cash, plus (iv) principal payments
made or required to be made on any and all long term Debt (other than in respect of the Revolving Loans prior to the Maturity Date),
in each case determined for such Person and its Subsidiaries on a consolidated basis in accordance with GAAP on a rolling (w) for the
Fiscal Quarter Ending December 31, 2023, three month basis, (x) for the Fiscal Quarter Ending March 31, 2024, six month basis, (y) for
the Fiscal Quarter Ending June 30, 2024, nine month basis, and (z) for all other Fiscal Quarters, twelve month basis, on such date of
determination; minus (v) Permitted Subordinated Indebtedness Payments made to Taglich Brothers Inc. during such period.
(b) Section
9.14(a). Section 9.14(a) of the Loan Agreement is hereby amended and restated in its entirety as follows:
(a)
The Fixed Charge Coverage Ratio for Parent and its consolidated Subsidiaries for any Fiscal Quarter of Parent, determined as of the
last day of such Fiscal Quarter, shall not be less than (i) 0.95 to 1.00 for the Fiscal Quarters ending June 30, 2023, September 30,
2023, and December 31, 2023, (ii) 1.10 to 1.00 for the Fiscal Quarter ending March 31, 2024, (iii) 1.20 to 1.00 for the Fiscal
Quarter ending June 30, 2024, and (iv) 1.25 to 1.00 for all other Fiscal Quarters.
(c) Section
9.14(b). Section 9.14(b) of the Loan Agreement is hereby amended and restated in its entirety as follows:
(b)
The aggregate amount of Capital Expenditures by Parent and its consolidated Subsidiaries in any Fiscal Year shall not exceed
$2,500,000.
2. Limited
Waiver of Existing Events of Default.
(a)
Borrower hereby acknowledges, confirms and agrees that (i) each Existing Event of Default has occurred and is continuing; (ii) each
Existing Event of Default constitutes an Event of Default under the Loan Agreement and the other Loan Documents; and (iii) in the
absence of this Amendment and at all times during the period commencing on the earliest date on which any Existing Event of Default
occurred through the Sixth Amendment Effective Date (as defined below), the occurrence of each Existing Event of Default entitles
Lender to exercise its rights and remedies under the Loan Documents, applicable law and otherwise.
(b)
Subject to the limitations and other terms and conditions set forth in this Amendment, Lender hereby waives the Existing Event of
Defaults. Notwithstanding the foregoing, Lender has not waived and is not by this Amendment waiving, and have no present intention
of waiving, any Event of Default which may have occurred prior to the Sixth Amendment Effective Date, or may be continuing on the
Sixth Amendment Effective Date or any Event of Default which may occur after the Sixth Amendment Effective Date, other than the
Existing Events of Default to the extent set forth herein, whether the same or similar to any Existing Event of Default or
otherwise. Lender hereby reserves the right, in its sole discretion, to exercise any or all of their rights and remedies arising
under the Loan Documents, applicable law or otherwise, as a result of any Event of Default, other than the Existing Events of
Default, which may have occurred prior to the Sixth Amendment Effective Date, or are continuing on the Sixth Amendment Effective
Date, or any Events of Default which may occur after the Sixth Amendment Effective Date, whether the same, similar, or related to
the Existing Events of Default.
3. No
Other Changes. Except as explicitly amended by this Amendment, all of the terms and conditions of the Loan Agreement shall
remain in full force and effect and shall apply to any Loan made thereunder.
4. Amendment
Fee. In consideration of Lender’s agreement to enter into this Amendment, Borrower shall pay to Lender a non-refundable
amendment fee in an amount equal to $20,000 which amendment fee has been fully earned as of the effective date of this Amendment,
and which shall be payable at the execution and delivery of this Amendment.
5. Conditions
Precedent. This Amendment shall be effective on the date (such date, the “Sixth Amendment Effective Date”)
that each of the following conditions have been satisfied, in form and substance satisfactory to Lender:
(a)
The Lender shall have received a fully executed copy of this Amendment;
(b)
The Lender shall have received a copy of the resolutions or equivalent action, in form and substance reasonably satisfactory to the
Lender, of the Board of Directors or equivalent authorizing body of Borrower authorizing, as applicable, the execution, delivery of
this Amendment and the performance of this Amendment, certified by the Secretary, an Assistant Secretary or other authorized
representatives of Borrower as of the Sixth Amendment Effective Date, which certificate shall state that the resolutions or other
action hereby certified have not been amended, modified (except as any later such resolution or other action may modify any earlier
such resolution or other action), revoked or rescinded and are in full force and effect; and
(c)
The Lender shall have received the amendment fee set forth in Section 4 above and Borrower shall have paid or cause to be paid all
fees and expenses required to be paid in accordance with this Amendment.
6. Representations
and Warranties. Borrower hereby represents and warrants to Lender as follows:
(a)
Borrower has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder
and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments have been duly
executed and delivered by Borrower and constitute the legal, valid and binding obligation of Borrower, enforceable in accordance
with its terms.
(b)
The execution, delivery and performance by Borrower of this Amendment and any other agreements or instruments required hereunder
have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by
any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any
provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to
Borrower, or the certificate of formation, articles of incorporation, operating agreement, or by-laws of Borrower, or
(iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement,
lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected.
(c)
All of the representations and warranties contained in the Loan Agreement are correct on and as of the date hereof as though made on
and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.
(d)
After giving effect to this Amendment and the transactions contemplated hereby, no Default or Event of Default has occurred and is
continuing.
7. References.
All references in the Loan Agreement to “this Agreement” shall be deemed to refer to the Loan Agreement as amended
hereby; and any and all references in the Loan Documents to the Loan Agreement shall be deemed to refer to the Loan Agreement as
amended hereby.
8. No
Waiver. Except as set forth in Section 1 of this Amendment, the execution of this Amendment and the acceptance of all other
agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Loan
Agreement or a waiver of any breach, default or event of default under any Loan Document or other document held by Lender, whether
or not known to Lender and whether or not existing on the date of this Amendment.
9. Release.
Borrower hereby absolutely and unconditionally releases and forever discharges Lender, and any and all participants, parent
corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with
all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or
causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or
federal law or otherwise, Borrower has had, now has or has made claim to have against any such person for or by reason of any act,
omission, matter, cause or thing whatsoever relating to any Loan Document arising from the beginning of time to and including the
date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.
10. Costs
and Expenses. Borrower hereby reaffirms its agreement under the Loan Agreement to pay or reimburse Lender on demand for all
costs and expenses incurred by Lender in connection with the Loan Documents, including without limitation all reasonable fees and
disbursements of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agrees to pay all fees and
disbursements of counsel to Lender for the services performed by such counsel in connection with the preparation of this Amendment
and the documents and instruments incidental hereto. Borrower hereby agrees that Lender may, at any time or from time to time in its
sole discretion and without further authorization by Borrower, make a loan to the Borrower under the Loan Agreement, or apply the
proceeds of any loan, for the purpose of paying any such fees, disbursements, and costs and expenses.
11. Counterparts.
This Amendment may be executed by means of (a) an electronic signature that complies with the federal Electronic Signatures in
Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, or any other relevant and applicable
electronic signatures law; (b) an original manual signature; or (c) a faxed, scanned, or photocopied manual signature. Each
electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect,
and admissibility in evidence as an original manual signature. This Amendment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. Delivery of an
executed counterpart of a signature page of this Amendment will be as effective as delivery of a manually executed counterpart of
the Agreement.
12. Headings.
Section Headings are for convenience of reference only, and are not part of, and are not to be taken into consideration in
interpreting this Amendment.
13. Governing
Law. The rights and obligations hereunder of each of the parties hereto shall be governed by and interpreted and determined in
accordance with the laws of the State of New York.
[Signature
pages follow]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.
| BORROWER: |
|
| |
|
| |
AIR INDUSTRIES MACHINING, CORP. |
| |
|
| |
By: |
/s/ Scott Glassman |
| |
Name |
Scott Glassman |
| |
Title: |
Chief Financial Officer |
| |
|
| |
NASSAU TOOL WORKS, INC. |
| |
|
| |
By: |
/s/ Scott Glassman |
| |
Name |
Scott Glassman |
| |
Title: |
Chief Financial Officer |
| |
|
| |
THE STERLING ENGINEERING CORPORATION |
| |
|
| |
By: |
/s/ Scott Glassman |
| |
Name |
Scott Glassman |
| |
Title: |
Chief Financial Officer |
| |
|
| GUARANTOR: |
|
| |
|
| |
AIR INDUSTRIES GROUP, |
| |
as parent |
| |
|
| |
By: |
/s/ Scott Glassman |
| |
Name |
Scott Glassman |
| |
Title: |
Chief Financial Officer |
| |
|
| |
AIR REALTY GROUP, LLC |
| |
|
| |
By: |
/s/ Scott Glassman |
| |
Name |
Scott Glassman |
| |
Title: |
Chief Financial Officer |
| |
WEBSTER BANK, NATIONAL ASSOCIATION, |
| |
as Lender |
| |
|
|
| |
By: |
/s/ Gordon Massave |
| |
Name: |
Gordon Massave |
| |
Title: |
Managing Director |
[Signature Page to Sixth Amendment to Loan and Security Agreement (Air
Industries)]
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Air Industries (AMEX:AIRI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Air Industries (AMEX:AIRI)
Historical Stock Chart
From Apr 2023 to Apr 2024
