8-K

UNITED STATES

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): October 1, 2020

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	001-11398	11-2520310
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

91 Heartland Boulevard, Edgewood, New York	11717
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (631) 586-5200

N/A

(Former Name or Former Address, if Changed Since Last Report)

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))

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.      ☐

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, $0.001 par value per share	CVU	NYSE American

Item 2.02 Results of Operations and Financial Condition.

Attached as Exhibit 99.1 is to this Current Report is a slide presentation that CPI Aerostructures, Inc. (the “Company”) will use during a conference call commencing at 8:30 am on October 1, 2020, to discuss the Company’s financial results for the quarter ended March 31, 2020 and recent corporate developments.

The information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “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 such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated under this Item by reference.

Item 9.01 Financial Statements and Exhibits.

(d)   Exhibits:

Exhibit No.	Description
99.1	Investor Presentation dated October 1, 2020.

SIGNATURE

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:  October 1, 2020	CPI AEROSTRUCTURES, INC.
	By:	/s/ Douglas McCrosson
		Douglas McCrosson
		Chief Executive Officer

EX-99.1

CPI Aerostructures, Inc. 8-K

Exhibit 99.1

1 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Expertise in Aerospace Technologies October 1, 2020 2020 Q1 Results Presentation Speakers: Douglas McCrosson, President & Chief Executive Officer Tom Powers, Acting Chief Financial Officer

2 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Disclosure Statements This presentation contains forward - looking statements that are based on current expectations of management and certain assumptions that are subject to risks and uncertainties . There can be no assurance that such risks and uncertainties will not affect the accuracy of the forward - looking statements or that actual results will not differ materially from the results anticipated in the forward - looking statements . Included in these risks are : risks related to the restatement of the Company’s prior period consolidated financial statements and the material weaknesses in the Company’s internal controls including the substantial costs and diversion of management attention and resources which will be required to remediate the material weaknesses, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, the effect of economic conditions in the industries and markets where the Company operates, including financial market conditions, the impact of the COVID - 19 pandemic (including its impact on global supply, demand, and distribution capabilities as the outbreak continues), the financial condition of the Company’s customers and suppliers, the cyclicality of the aerospace market, the level of US government defense spending (including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration, the allocation of funds to governmental responses to COVID - 19 , or changing political conditions, and uncertain funding of programs), the ability of the government and the Company’s other customers to terminate contracts at any time, production rates for commercial and military aircraft programs, competitive pricing pressures, start up costs for new programs , technology and product development risks and uncertainties , product performance and costs resulting from changes to and compliance with applicable regulatory requirements, level of indebtedness, and cash flow from operations . Additional information concerning these, and other risk factors can be found in the company’s filings with the Securities and Exchange Commission . Because the risks, assumptions, and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward - looking statements, investors are cautioned not to place undue reliance on any such forward - looking statements, each of which speaks only as of the date made . The Company has no obligation to update any forward - looking statement to reflect events or circumstances after the date hereof . The information contained in this presentation is qualified in its entirety by cautionary statements and risk factors disclosed in the Company's Securities and Exchange Commission filings, including CPI Aero's Form 10 - K for the year ended December 31 , 2019 , available at http : //www . sec . gov . CPI AERO is a registered trademark of CPI Aerostructures, Inc . All other trademarks referenced herein are the property of their respective owners .

3 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Recent Highlights Douglas McCrosso n President & Chief Executive Officer

4 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Recent Highlights 1. First Quarter Results Reflect Transition Period of Raytheon NGJ Pod Program • Revenue of $16.9 million versus $22.0 million restated • Gross profit of $0.7 million versus $2.5 million ; • Net loss of $2.8 million versus $0.9 million • Cash used in operating activities of $1.4 million, 3. Book to Bill of 4.7:1 for the quarter; 2.2:1 for trailing 12 months ended March 31, 2020 • Record backlog of $556.3 million, 90% defense • Funded defense backlog of $206.3 million up $69.4 million since 12/31/2019 2. $77.4 Million in New Orders Announced to date in 2020 • $52.1 million in orders from Northrop Grumman under the E - 2D program • $10.1 million in orders for T - 38 modifications kits • $14.0 million in orders under A - 10 Re - Winging Contract • $1.2 million order from Lockheed Martin for F - 16 structural assemblies

5 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Successful Execution of Defense - Centric Strategy $0 $100 $200 $300 $400 $500 $600 Q1'19 Q2'18 Q3'19 Q4'18 Q1'20 Backlog (Defense/Commercial) Commercial Defense Total Backlog 1Q 2019 – 1Q 2020 Funded 38 % / Unfunded 62% $556.4 $499.1 $57.2 Record Consolidated Backlog at 3/31/2020: $556.4 Million; Record Defense Backlog: $499.1 Million $345.3 $211.1 Defense 90% / Commercial 10% $499.1 $57.3 Total Backlog $ 561.9 ($ in Millions) Total backlog includes both funded orders and the estimated amount of future orders under the expected duration of the program .

6 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 6 Diversified Program Portfolio Aligned with Defense Spending Priorities Presence on prominent defense programs with strong funding Bell / Textron AH - 1Z Viper Unidentified Missile Platform Unidentified Sikorsky Helicopter NGC E - 2D Advanced Hawkeye – Follow On Lockheed Martin F - 35 Lightning II Lock Assys. Lockheed Martin F - 16V $18.6M $ Undisclosed $1.0M (approx.) $47.5M $10.6M $20.0M+ Announced Jan. 2017/March 2018 Contract Period 2017 – 2021 Announced October 2018 Contract Period 2019 – 2021 Announced October 2018 Contract Period 2019 – 2021 Announced October 2018 Contract Period 2018 – 2024 Announced July 2015/Dec. 2018 Contract Period 2015 – 2024 Announced February 2019 Contract Period 2019 - 2024 Sikorsky UH - 60 Black Hawk HIRSS Module Assemblies U.S. Air Force T - 38 PC3/TRIM Raytheon Next Generation Jammer Mid - Band Boeing A - 10 Thunderbolt II Raytheon Prototype Pod ~$14.0M $65.7M $200M+ $48M $2.5M Announced June 2019 Contract Period 2020 - 2022 Announced July 2019 Contract Period 2019 – 2030 Announced Jul. 2016/Aug. 2018/ Sept. 2019 Contract Period 2016 – 2030 Announced October 2019 Contract Period 2020 - forward Announced October 2019 Contract Period 2019 - 2021 NOTE: Contract amounts are potential values over period of performance

7 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 1Q 2020 Financial Highlights Tom Powers Acting Chief Financial Officer

8 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 1Q Income Statement Highlights For the Three Months Ended March 31, 2020 (Unaudited) 2019 (Unaudited) Revenue $16.9 $22.0 Cost of sales 16.2 19.5 Gross profit 0.7 2.5 Selling, general and administrative expenses 3.1 2.9 Loss from operations (2.4) 0.4 Loss before provision for (benefit from) income taxes (2.8) (0.9) Net loss (2.8) (0.9) Loss per common share – diluted $(0.24) $(0.08) ($ in Millions)

9 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Balance Sheet Highlights ($ in Millions) As of March 31, 2020 (Unaudited) Cash and Restricted Cash $3.4 Net Contract Assets and Liabilities 11.1 Total Debt 30.4 Amended Credit Facility • Entered into Amended Credit Facility on August 24, 2020 − Outstanding principal on term loan increased to $8.0 million − $24 million revolving line - of - credit − Maturity extended to May 2, 2022 • In the second quarter, received $4.8 million loan under the Paycheck Protection Program Provision of the CARES Act; loan expected to be forgiven

10 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Looking Ahead Douglas McCrosso n President & Chief Executive Officer

11 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Defense Weighted Backlog Positions CPI Aero for Profitable Growth F - 35 Drive Shaft F - 35 Locks Next Generation Jammer Increment 1 Pod T - 38C Talon Trainer E - 2D Advanced Hawkeye (Multi - Year 2) Sikorsky/Unnamed Helicopter Platform New Customer/Missile Wing E175 - E2 Phenom 300 UH - 60 Black Hawk MH - 53E Sea Dragon S - 92 AH - 1Z Viper F - 16 Gulfstream G650 E - 2D & C - 2A (Multi - Year 1) Japan E - 2D CH - 148 F - 16V Structural Assemblies UH - 60 HIRSS Module Assem. • Reported backlog as of 12/31/2019 Potential to collectively generate revenue of $ 556.4* million during the remaining periods of performance Long contract periods of performance provide exceptional revenue visibility beyond 2022 T - 38 PC3 / TRIM Defense Commercial A - 10 Thunderbolt II Undisclosed Prototype Pod T70 Turkish Utility Helicopter Program ‘08 ‘09 ’10 ’11 ’12 ’13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25

12 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Near - Term Program Opportunities Bold, italic type denotes opportunities where CPI Aero is the incumbent supplier • Missile Wings • Repair of various helicopter structural assemblies • Unmanned Aerial Systems • Flight control surfaces AEROSTRUCTURES AEROSYSTEMS Bold, italic type denotes opportunities where CPI Aero is the incumbent supplier • Intelligence, Surveillance & Reconnaissance (ISR) Pods • Electronic Warfare (BW) Pods • SEASPARROW missile controlelectronics • Rada Racks

13 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Near - term Priorities 1. Sharpened focus on liquidity • Compressing the cash cycle • Improving working capital management 3. Margin Expansion • Expect ramping up newer defense programs will improve fixed cost absorption • Improve buying leverage with suppliers • Operating leverage on normalized SG&A and rising revenue 2. Strengthened Balance Sheet • Apply increased operating cash flow to pay down approximately $2M debt in 2020 Positions CPI Aero for higher revenue, improved profitability and cash flow for 2021 compared to 2020

14 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Growth Drivers % of Backlog at 3/31/20 Key Platforms Estimated 3 - Year Growth Outlook (2018 - 2021) 27% A - 10, F - 16, UH - 60 12% - 14 % 43% NGJ - MB, F - 35, DB - 110 UH - 60, CH - 53K 22% - 26 % 30% E - 2D, T - 38 F - 16, E2 - 175 8% - 10 % $17.7 $35.1 $17.6 ($ in Millions) $70.4 Aerostructures Aerosystems Kitting/SCM 2018 Rev. (Restated) Business Area

15 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Q&A Session Douglas McCrosso n President & Chief Executive Officer

16 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Investor Relations Counsel Jody Burfening, LHA Investor Relations (212) 838 - 3777 cpiaero@lhai.com