UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 2.02 | Results of Operations and Financial Condition. |
On September 29, 2022, CPI Aerostructures, Inc. issued a press release announcing financial results for the three and six months ended June 30, 2022. 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 September 29, 2022. |
| 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: September 29, 2022 | CPI AEROSTRUCTURES, INC. | ||
| By: | /s/ Andrew Davis | ||
| Andrew Davis | |||
| Chief Financial Officer | |||
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Exhibit 99.1
CPI AEROSTRUCTURES REPORTS SECOND QUARTER
AND SIX MONTH 2022 RESULTS
Second Quarter 2022 vs. Second Quarter 2021
| • | Revenue of $18.9 million compared to $22.3 million; |
| • | Gross profit of $3.7 million compared to $3.6 million; |
| • | Gross margin of 19.3% compared to 16.1%; |
| • | Net income of $0.5 million compared to $0.6 million; |
| • | Earnings per diluted share of $0.04 compared to $0.05; |
| • | Cash flow from operations of $0.3 million compared to $2.4 million. |
Six Months 2022 vs. Six Months 2021
| • | Revenue of $39.1 million compared to $53.1 million; |
| • | Gross profit of $7.1 million compared to $8.5 million; |
| • | Gross margin of 18.2% compared to 16.0%; |
| • | Net income of $0.5 million ($1.3 million excluding the first quarter severance accrual of $0.8 million) compared to $1.9 million; |
| • | Earnings per diluted share of $0.04 ($0.10 excluding the first quarter severance accrual of $0.06) compared to $0.15; |
| • | Cash flow used by operations of $(2.1) million compared to $(2.5) million; |
| • | Debt as of June 30, 2022 of $24.6 million compared to $27.7 million as of June 30, 2021 (excluding the $4.8 million Paycheck Protection Loan that was forgiven by the Small Business Administration on July 1, 2021). |
EDGEWOOD, N.Y. – September 29, 2022 – CPI Aerostructures, Inc. (“CPI Aero®” or the “Company”) (OTC Expert Market: CVUA) today announced financial results for the three and six month periods ended June 30, 2022.
“Today we filed our second quarter 2022 results on Form 10-Q for the period ended June 30, 2022 and we are now current with our Securities and Exchange Commission reports. The Company believes the filing of this Form 10-Q will resolve the condition that led to NYSE American suspending trading in the Company’s common stock on the Exchange and its determination to commence proceedings to delist the common stock from the Exchange. We intend to request that the Exchange retract its delisting determination and resume trading of our common stock although there can be no assurance as to if or when the Exchange may do so,” said Dorith Hakim, President and CEO.
Added Ms. Hakim, “During the second quarter we continued to on-board new programs with first deliveries starting in the fourth quarter of 2022. Our gross profit margin increased 320 basis points due to a 19% increase in revenues in our Aerostructures programs and improved performance in our Welding products. Finally, we continued to pay down our debt while generating positive operating cash flow.”
Concluded Ms. Hakim, “With a total backlog of $504 million as of June 30, 2022, we remain confident in CPI Aero’s long-term outlook and are looking forward to the opportunities ahead as we build on our reputation for high quality and reliable performance.”
About CPI Aero
CPI Aero is a U.S. manufacturer of structural assemblies for fixed wing aircraft, helicopters and airborne Intelligence Surveillance and Reconnaissance and Electronic Warfare pod systems, primarily for 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 Aero is also 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 words “believes,” “will,” “outlook,” “looking forward,” ”opportunities ahead,” “intend” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include the Company’s belief that the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 will resolve the condition that led to NYSE American suspending trading in the Company’s common stock and its determination to commence delisting proceedings.
Forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ materially from the Company’s current expectations include, among other things, any delay in the filing of Securities and Exchange Commission periodic reports, adverse effects on the Company’s business related to the disclosures made in this press release or the reactions of customers or suppliers, any adverse developments in existing legal proceedings or the initiation of new legal proceedings, and the trading price and volatility of the Company’s common stock.
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. 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, 2021 and in the Company’s other filings 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 |
| [email protected] | [email protected] |
| www.lhai.com | www.cpiaero.com |
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| June 30, | December 31, | |||||||
| 2022 (Unaudited) | 2021 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 2,626,061 | $ | 6,308,866 | ||||
| Accounts receivable, net | 4,846,553 | 4,967,714 | ||||||
| Insurance recovery receivable | 3,500,693 | 2,850,000 | ||||||
| Contract assets | 27,491,183 | 24,459,339 | ||||||
| Inventory | 3,587,781 | 4,028,925 | ||||||
| Refundable income taxes | 42,335 | 40,000 | ||||||
| Prepaid expenses and other current assets | 508,968 | 625,075 | ||||||
| Total current assets | 42,603,574 | 43,279,919 | ||||||
| Operating lease right-of-use assets | 6,937,956 | 7,796,768 | ||||||
| Property and equipment, net | 1,390,929 | 1,646,863 | ||||||
| Intangibles, net | 62,500 | 125,000 | ||||||
| Goodwill | 1,784,254 | 1,784,254 | ||||||
| Other assets | 325,854 | 372,741 | ||||||
| Total assets | $ | 53,105,067 | $ | 55,005,545 | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 11,293,990 | $ | 10,429,018 | ||||
| Accrued expenses | 5,110,731 | 6,102,587 | ||||||
| Litigation settlement obligation | 3,600,000 | 3,003,259 | ||||||
| Contract liabilities | 5,027,832 | 5,122,766 | ||||||
| Loss reserve | 918,548 | 1,495,714 | ||||||
| Current portion of long-term debt | 3,332,391 | 3,365,181 | ||||||
| Operating lease liabilities | 1,641,243 | 1,580,453 | ||||||
| Income tax payable | — | 5,165 | ||||||
| Total current liabilities | 30,924,735 | 31,104,143 | ||||||
| Line of credit | 21,000,000 | 21,250,000 | ||||||
| Long-term operating lease liabilities | 5,604,664 | 6,445,728 | ||||||
| Long-term debt, net of current portion | 262,656 | 1,540,747 | ||||||
| Total liabilities | 57,792,055 | 60,340,618 | ||||||
| Shareholders’ Deficit: | ||||||||
| Common stock - $.001 par value; authorized 50,000,000 shares, 12,449,327 and 12,335,683 shares, respectively, issued and outstanding | 12,449 | 12,336 | ||||||
| Additional paid-in capital | 72,997,009 | 72,833,742 | ||||||
| Accumulated deficit | (77,696,446 | ) | (78,181,151 | ) | ||||
| Total Shareholders’ Deficit | (4,686,988 | ) | (5,335,073 | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | 53,105,067 | $ | 55,005,545 | ||||
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenue | $ | 18,925,406 | $ | 22,301,190 | $ | 39,060,503 | $ | 53,119,936 | ||||||||
| Cost of sales | 15,265,716 | 18,704,588 | 31,966,204 | 44,603,246 | ||||||||||||
| Gross profit | 3,659,690 | 3,596,602 | 7,094,299 | 8,516,690 | ||||||||||||
| Selling, general and administrative expenses | 2,697,392 | 2,677,688 | 5,835,049 | 6,068,494 | ||||||||||||
| Income from operations | 962,298 | 918,914 | 1,259,250 | 2,448,196 | ||||||||||||
| Interest expense | 438,437 | 293,685 | 767,045 | 588,174 | ||||||||||||
| Income before provision for income taxes | 523,861 | 625,229 | 492,205 | 1,860,022 | ||||||||||||
| Provision for income taxes | 6,225 | 2,078 | 7,500 | 4,328 | ||||||||||||
| Net income | $ | 517,636 | $ | 623,151 | $ | 484,705 | $ | 1,855,694 | ||||||||
| Income per common share – basic | $ | 0.04 | $ | 0.05 | $ | 0.04 | $ | 0.15 | ||||||||
| Income per common share – diluted | $ | 0.04 | $ | 0.05 | $ | 0.04 | $ | 0.15 | ||||||||
| Shares used in computing loss per common share: | ||||||||||||||||
| Basic | 12,439,000 | 12,188,197 | 12,401,281 | 12,086,299 | ||||||||||||
| Diluted | 12,534,058 | 12,255,950 | 12,496,339 | 12,154,052 | ||||||||||||