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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): April 14, 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 2.02Results of Operations and Financial Condition.

 

On April 14, 2023, CPI Aerostructures, Inc. issued a press release announcing financial results for the quarter and year ended December 31, 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 April 14, 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: April 14, 2023 CPI AEROSTRUCTURES, INC.
     
     
  By: /s/ Andrew Davis
   

Andrew Davis

    Chief Financial Officer

 

 

 3 

 

 

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

 

 

 

 

 

CPI AEROSTRUCTURES REPORTS FOURTH QUARTER

AND FULL YEAR 2022 RESULTS

 

Fourth Quarter 2022 vs. Fourth Quarter 2021

·Revenue of $24.1 million compared to $26.4 million;
·Gross profit of $3.9 million compared to $2.8 million;
·Gross margin of 16.1% compared to 10.8%;
·Net income of $6.8 million ($0.3 million excluding the fourth quarter 2022 deferred tax asset valuation allowance reduction of $6.5 million) compared to net loss of $(0.5) million;
·Earnings per share of $0.55 ($0.03 excluding the fourth quarter 2022 deferred tax asset valuation allowance reduction of $0.52) compared to loss per share of $(0.04);
·Cash flow from operations of $0.1 million compared to $4.1 million.

 

Full Year 2022 vs. Full Year 2021

·Revenue of $83.3 million compared to $103.4 million;
·Gross profit of $16.3 million compared to $15.0 million;
·Gross margin of 19.6% compared to 14.5%;
·Net income of $9.2 million ($3.5 million excluding the fourth quarter 2022 deferred tax asset valuation allowance reduction of $6.5 million and the first quarter 2022 severance accrual of $0.8 million) compared to $6.8 million ($2.0 million excluding the third quarter 2021 $4.8 million in PPP loan forgiveness);
·Earnings per share of $0.74 ($0.28 excluding the fourth quarter 2022 deferred tax asset valuation allowance reduction of $0.52 and the first quarter 2022 severance accrual of $0.06) compared to $0.56 ($0.17 excluding the third quarter 2021 $0.39 in PPP loan forgiveness);
·Cash flow from operations of $0.9 million compared to $2.8 million;
·Debt as of December 31, 2022 of $22.8 million compared to $26.2 million as of December 31, 2021.

EDGEWOOD, N.Y. – April 14, 2023 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the three and twelve month periods ended December 31, 2022.

 

“We closed the year with results from operations and EPS exceeding our 2021 performance,” said Dorith Hakim, President and CEO. “The combination of the reduction in non-profitable programs and operational performance improvements resulted in a 5.1 percentage point increase in gross margin delivering $9.2 million in bottom line profitability, including our deferred tax asset valuation allowance reduction of $6.5 million described below. We achieved a $2.4 million improvement in net income compared to 2021 on lower revenues with higher margins, while reducing our debt by $3.4 million and increasing working capital by 5.9%. In addition, total backlog as of December 31, 2022 increased to $514.5 million compared to $501.7 million as of December 31, 2021,” said Dorith Hakim, President and CEO.

 

 
 

 

Added Ms. Hakim, “After reevaluating our net operating loss carryforwards (“NOLs”), and based on our performance outlook, we determined that the valuation allowance we maintain on our deferred tax asset should be reduced by $6.5 million, and we realized a tax benefit in the fourth quarter of 2022 of the same amount upon recording this reduction.”

 

Ms. Hakim noted that “the Company’s financial performance has resulted in the Company regaining compliance with the continued listing standards of Section 1003(a)(i) and 1003(a)(ii) of the NYSE American Company Guide. At December 31, 2022, the Company had income from continuing operations for its last two fiscal years, shareholders’ equity of $4.2 million and total assets and annual revenue in excess of $50 million. As of March 20, 2023, the “BC” compliance indicator was no longer disseminated by NYSE American and the Company was removed from the list of noncompliant issuers on NYSE American’s website.”

 

Concluded Ms. Hakim, “We have completed a number of programs during 2022 and started ramping up our manufacturing capacity in support of newer programs. As a result, we expect slightly higher revenue in 2023 while sustaining profitability and positive operating cash flow for the year. 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 for our customers.”

 

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 words “expect,” ”outlook,” “opportunities ahead,” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements include the Company’s expected financial results for the year ending December 31, 2023. 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
[email protected] [email protected]
  www.cpiaero.com

 

 
 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

 

 

    December 31,
2022
    December 31,
2021
 
ASSETS                
Current Assets:                
Cash   $ 3,847,225     $ 6,308,866  
Accounts receivable, net     4,857,772       4,967,714  
Insurance recovery receivable     3,600,000       2,850,000  
Contract assets     27,384,540       24,459,339  
Inventory     2,493,069       4,028,925  
Refundable income taxes     40,000       40,000  
Prepaid expenses and other current assets     975,830       625,075  
Total Current Assets     43,198,436       43,279,919  
                 
Operating lease right-of-use assets     6,526,627       7,796,768  
Property and equipment, net     1,124,556       1,646,863  
Deferred tax asset     6,574,463        
Intangibles, net           125,000  
Goodwill     1,784,254       1,784,254  
Other assets     238,744       372,741  
Total Assets   $ 59,447,080     $ 55,005,545  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)                
Current Liabilities:                
Accounts payable   $ 8,029,996     $ 10,429,018  
Accrued expenses     7,344,590       6,102,587  
Litigation settlement obligation     3,600,000       3,003,259  
Contract liabilities     6,001,726       5,122,766  
Loss reserve     576,549       1,495,714  
Current portion of line of credit     1,200,000        
Current portion of long-term debt     1,719,766       3,365,181  
Operating lease liabilities     1,817,811       1,580,453  
Income taxes payable     11,396       5,165  
Total Current Liabilities     30,301,834       31,104,143  
                 
Line of credit, net of current portion     19,800,000       21,250,000  
Long-term operating lease liabilities     5,077,235       6,445,728  
Long-term debt, net of current portion     70,981       1,540,747  
Total Liabilities     55,250,050       60,340,618  
                 
Shareholders’ Equity (Deficit):                
Common stock - $.001 par value; authorized 50,000,000 shares, 12,506,795 and 12,335,683 shares, respectively, issued and outstanding     12,507       12,336  
Additional paid-in capital     73,189,449       72,833,742  
Accumulated deficit     (69,004,926 )     (78,181,151 )
Total Shareholders’ Equity (Deficit)     4,197,030       (5,335,073 )
Total Liabilities and Shareholders’ Equity (Deficit)   $ 59,447,080     $ 55,005,545  

 

 
 

 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

 

 

    2022     2021  
             
Revenue   $ 83,335,764     $ 103,369,544  
                 
Cost of sales     67,031,502       88,364,452  
                 
Gross profit     16,304,262       15,005,092  
                 
Selling, general and administrative expenses     11,410,067       11,823,921  
Income from operations     4,894,195       3,181,171  
                 
Other income (expense):                
Other income           4,795,000  
Interest expense     (2,271,101 )     (1,141,189 )
Total other income (expense), net     (2,271,101 )     3,653,811  
Income before provision for income taxes     2,623,094       6,834,982  
                 
Provision for (benefit from) income taxes     (6,553,131 )     14,609  
Net income   $ 9,176,225     $ 6,820,373  
                 
Income per common share-unrestricted shares   $ 0.74     $ 0.56  
Income per common share-restricted shares   $ 0.74     $ 0.56  
                 
Shares used in computing income per common share:                
Unrestricted shares     12,286,781       11,960,134  
Restricted shares     103,109       233,692  
Total shares     12,389,890       12,193,826