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Tue, March 27, 2012

Air Industries Group, Inc. Announces Acquisition


Published on 2012-03-27 06:09:21 - Market Wire
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March 27, 2012 09:00 ET

Air Industries Group, Inc. Announces Acquisition

BAYSHORE, NY--(Marketwire - Mar 27, 2012) - Air Industries Group, Inc. (Air Industries or the Company) (PINKSHEETS: [ AIRI ]) announced today that it has entered into a definitive agreement to acquire substantially all the assets and the business of Nassau Tool Works of West Babylon, New York. The acquisition is expected to be completed within 60 days.

Nassau Tool Works is a long established and well respected Long Island based manufacturer of aerospace components whose customers include major aircraft manufacturers and the United States Government. Nassau Tool's primary business is the fabrication of parts, sub-assemblies and complete landing gear systems for military fighter aircraft, principally the F-16 and F-18 fighter aircraft for the US Air Force and Navy.

For 2011 the pro-forma combined revenues of Air Industries and Nassau Tool Works were in excess of $68 million, and pro-forma combined EBITDA was approximately $10 million. Air Industries expects that the acquisition will be immediately accretive to earnings. Following the completion of the transaction, Air Industries intends to resume periodic filings with the Securities and Exchange Commission. Once this is completed, the Company will seek to relist the shares of the Company on an exchange.

Air Industries intends to operate Nassau Tool Works as a separate subsidiary making it the third subsidiary after Air Industries Machining and Welding Metallurgy, Inc. Air Industries will lease Nassau's manufacturing facility from a related entity for five years, with options to extend for an additional five years.

The existing executive management of Nassau Tool Works will remain and join the management team of Air Industries for the immediate future.

Mr. Peter Rettaliata, Chief Executive Officer of Air Industries Group commented: "Nassau Tool Works is a highly complementary acquisition for Air Industries. The combination deepens our penetration in the landing gear business. The acquisition diversifies our customer base, and increases the range of aircraft platforms for which we manufacture components.

Together with our previously announced award to supply complete landing gear for the Northrop Grumman E-2D aircraft, landing gear components will now comprise approximately 40% of our combined business. With the addition of Nassau Tool, we expect that direct sales to the US Government will now be our second largest customer."

Mr. Rettaliata continued: "In the past three years Air Industries Group has enjoyed substantial and consistent growth in revenue and EBITDA. In 2011 Air Industries returned to profitability. We believe that the acquisition of Nassau Tool Works will enhance these trends. We are excited about the future opportunities that are created with the addition of Nassau Tool Works for our operating subsidiaries: Air Industries Machining Corp, and Welding Metallurgy Inc.

Air Industries Group will now have a well-rounded product portfolio of Landing Gear, Flight Critical components and sophisticated Aerostructures. We believe that the increased scale and enhanced capabilities of the newly combined enterprise will enhance our competitiveness with both military and commercial aircraft manufacturers."

For additional information, please call 631.881.4913 or [ ir@airindustriesgroup.com ]

ABOUT AIR INDUSTRIES GROUP, INC.

Air Industries Group, Inc. (PINKSHEETS: [ AIRI ]) is an integrated manufacturer of precision components and provider of supply chain services for the aerospace and defense industry. The Company has over 35 years of experience in the industry and has developed leading positions in several important markets that have significant barriers to entry. With embedded relationships with many leading aerospace and defense prime contractors, the Company designs and manufactures structural parts and assemblies that focus on flight safety, including landing gear, arresting gear, engine mounts and flight controls. Air Industries Group also provides sheet metal fabrication, tube bending, and welding services.

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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