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): May 15, 2023

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	001-11398
(State or Other Jurisdiction of Incorporation)	(Commission File Number)

91 Heartland Boulevard, Edgewood, New York 11717

(Address of Principal Executive Offices)

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))

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

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 May 15, 2023, CPI Aerostructures, Inc. issued a press release announcing financial results for the quarter ended March 31, 2023. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

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 9.01	Financial Statements and Exhibits.
Exhibit	Description
99.1	Press Release, dated May 15, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: May 15, 2023		CPI AEROSTRUCTURES, INC.
	By:	/s/ Andrew Davis
		Andrew Davis
		Chief Financial Officer

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EX-99.1

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

 

CPI AEROSTRUCTURES REPORTS

FIRST QUARTER 2023 RESULTS

First Quarter 2023 vs. First Quarter 2022

· Revenue of $22.0 million compared to $20.1 million;

· Gross profit of $4.7 million compared to $3.4 million;

· Gross profit margin of 21.2% compared to 17.1%;

· Net income of $1.0 million compared to net loss of $(32,931) (excluding a first quarter 2022 $0.8 million severance accrual, the first quarter of 2022 would have been net income of $0.8 million);

· Earnings per share of $0.08 compared to loss per share of $(0.00) (excluding a first quarter of 2022 $0.06 per share severance accrual, the first quarter of 2022 would have been $0.06 per share);

· Cash flow from operations of $0.9 million compared to a use of $(2.4) million;

·Debt as of March 31, 2023 of $22.1 million compared to $22.8 million as of December 31, 2022.

EDGEWOOD, N.Y. – May 15, 2023 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the three month period ended March 31, 2023.

“Our first quarter 2023 revenue was 9.5% higher than first quarter 2022 coupled with a 410 basis points increase in gross profit margin. In addition to stronger operational performance, we benefited from significant reductions in factory overhead and SG&A costs. We generated $3.3 million more in cash flow from operations this quarter compared to Q1 of 2022 due primarily to higher net income and an increase in customer progress payments to support the onboarding of our new programs. We reduced our debt in the first quarter 2023 by $0.7 million and entered into a twelfth amendment to our credit facility extending the maturity date of our revolving line of credit and term loan to November 30, 2024,” said Dorith Hakim, President and CEO. “We remain focused on exceeding our customers’ performance expectations and are confident in CPI Aero’s long term outlook as we continue to build on our backlog of $515.8 million as of March 31, 2023.”

About CPI Aero

CPI Aero is a U.S. manufacturer of structural assemblies for fixed wing aircraft, helicopters and airborne Intelligence Surveillance and Reconnaissance pod systems in both the commercial aerospace and national security markets. Within the global aerostructure supply chain, CPI Aero is either a Tier 1 supplier to aircraft OEMs or a Tier 2 subcontractor to major Tier 1 manufacturers. CPI also is a prime contractor to the U.S. Department of Defense, primarily the Air Force. In conjunction with its assembly operations, CPI Aero provides engineering, program management, supply chain management, and MRO services.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release are forward-looking statements. The word “outlook,” and similar expressions are intended to identify these forward-looking statements. The Company does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements.

Forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2022 filed with the Securities and Exchange Commission. Although the Company may elect to do so at some point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

CPI Aero® is a registered trademark of CPI Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on Twitter @CPIAERO.

Contacts:
Investor Relations Counsel	CPI Aerostructures, Inc.
LHA Investor Relations	Andrew L. Davis
Jody Burfening	Chief Financial Officer
(212) 838-3777	(631) 586-5200
cpiaero@lhai.com	adavis@cpiaero.com
	www.cpiaero.com

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

	March 31,
	2023 (Unaudited)			December 31, 2022
ASSETS
Current Assets:
Cash	$	3,997,924		$	3,847,225
Accounts receivable, net		5,483,915			4,857,772
Insurance recovery receivable		3,600,000			3,600,000
Contract assets		30,362,951			27,384,540
Inventory		2,334,567			2,493,069
Refundable income taxes		40,000			40,000
Prepaid expenses and other current assets		969,116			975,830
Total Current Assets		46,788,473			43,198,436
Operating lease right-of-use assets		6,071,158			6,526,627
Property and equipment, net		1,051,536			1,124,556
Deferred tax asset		6,374,470			6,574,463
Goodwill		1,784,254			1,784,254
Other assets		227,243			238,744
Total Assets	$	62,297,134		$	59,447,080
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	10,812,974		$	8,029,996
Accrued expenses		5,779,242			7,344,590
Litigation settlement obligation		3,600,000			3,600,000
Contract liabilities		7,493,821			6,001,726
Loss reserve		464,044			576,549
Current portion of line of credit		1,920,000			1,200,000
Current portion of long-term debt		1,097,841			1,719,766
Operating lease liabilities		1,872,484			1,817,811
Income tax payable		11,396			11,396
Total Current Liabilities		33,051,802			30,301,834
Line of credit		19,080,000			19,800,000
Long-term operating lease liabilities		4,597,328			5,077,235
Long-term debt, net of current portion		48,746			70,981
Total Liabilities		56,777,876			55,250,050
Shareholders’ Equity:
Common stock - $.001 par value; authorized 50,000,000 shares, 12,526,042 and 12,506,795 shares, respectively, issued and outstanding		12,526			12,507
Additional paid-in capital		73,528,353			73,189,449
Accumulated deficit		(68,021,621	)		(69,004,926	)
Total Shareholders’ Equity		5,519,258			4,197,030
Total Liabilities and Shareholders’ Equity	$	62,297,134		$	59,447,080

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended March 31,
	2023		2022
Revenue	$	22,016,668	$	20,135,097
Cost of sales		17,354,152		16,700,488
Gross profit		4,662,516		3,434,609
Selling, general and administrative expenses		2,869,058		3,137,657
Income from operations		1,793,458		296,952
Interest expense		610,896		328,608
Income (loss) before provision for income taxes		1,182,562		(31,656	)
Provision for income taxes		199,257		1,275
Net income (loss)	$	983,305		(32,931	)
Income (loss) per common share, basic:
Income (loss) per common share-unrestricted  shares	$	0.08		(0.00	)
Income (loss) per common share-restricted shares	$	0.08		(0.00	)
Income (loss) per common share, diluted	$	0.08		(0.00	)
Shares used in computing income (loss) per common share, basic:
Unrestricted shares		12,281,115		12,072,838
Restricted shares		239,184		290,305
Total shares		12,520,299		12,363,143
Shares used in computing income (loss) per common share, diluted		12,608,189		12,363,143

XML

Cover	May 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 15, 2023
Entity File Number	001-11398
Entity Registrant Name	CPI AEROSTRUCTURES, INC.
Entity Central Index Key	0000889348
Entity Incorporation, State or Country Code	NY
Entity Address, Address Line One	91 Heartland Boulevard
Entity Address, City or Town	Edgewood
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11717
City Area Code	(631)
Local Phone Number	586-5200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	CVU
Security Exchange Name	NYSEAMER