8-K
Cpi Aerostructures Inc (CVU)
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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 19, 2022
| CPI AEROSTRUCTURES, INC. | ||
|---|---|---|
| (Exact<br> Name of Registrant as Specified in Charter) | ||
| New York | 001-11398 | 11-2520310 |
| --- | --- | --- |
| (State<br> or Other Jurisdiction<br><br> of Incorporation) | (Commission<br><br> File Number) | (IRS Employer <br><br>Identification No.) |
| 91 Heartland Boulevard, Edgewood, New York 11717 | ||
| --- | ||
| (Address<br> of Principal Executive Offices) |
Registrant’s telephone number, including area code: (631) 586-5200
| N/A |
|---|
| (Former<br> 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 April 19, 2022, CPI Aerostructures, Inc. (the “Company”) issued a press release announcing financial results for the six months ended June 30, 2021 and certain estimated financial results for the year ended December 31, 2021. 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 19, 2022. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 19, 2022 | CPI AEROSTRUCTURES, INC. | |
|---|---|---|
| By: | /s/ Andrew Davis | |
| Andrew Davis | ||
| Chief Financial Officer |
Exhibit99.1
CPI AEROSTRUCTURES REPORTS
SECOND QUARTER AND SIX MONTH 2021RESULTS
Second Quarter 2021 vs. Second Quarter 2020 (Re-stated)
| · | Revenue of $22.3 million compared to $19.7 million; |
|---|---|
| · | Gross profit of $3.6 million compared to $1.8 million; |
| --- | --- |
| · | Gross margin of 16.1% compared to 9.2%; |
| --- | --- |
| · | Net income of $0.6 million compared to net loss of $(1.4)<br>million; |
| --- | --- |
| · | Earnings per diluted share of $0.05 compared to loss per<br>diluted share of $(0.11); |
| --- | --- |
| · | Cash flow from operations of $2.4 million compared to $0.6<br>million. |
| --- | --- |
Six Months 2021 vs. Six Months 2020 (Re-stated)
| · | Revenue of $53.1 million compared to $36.6 million; |
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| · | Gross profit of $8.5 million compared to $2.0 million; |
| --- | --- |
| · | Gross margin of 16.0% compared to 5.4%; |
| --- | --- |
| · | Net income of $1.9 million compared to net loss of $(4.7)<br>million; |
| --- | --- |
| · | Earnings per diluted share of $0.15 compared to loss per<br>diluted share of $(0.40); |
| --- | --- |
| · | Cash flow used by operations of $(2.5) million compared<br>to a use of $(0.9) million; |
| --- | --- |
· Debt as of June 30, 2021 of $32.5 million, including our $4.8 million Paycheck Protection Loan that was forgiven in 3Q21, compared to $33.4 million as of December 31, 2020.
EDGEWOOD, N.Y. – April 19, 2022 – CPI Aerostructures, Inc. (“CPI Aero®” or the “Company”) (NYSE American: CVU) today announced financial results for the three and six month periods ended June 30, 2021.
“Our reported results for the first half of 2021 came in at the high end of the estimated ranges that were previously published” said Dorith Hakim, president and CEO. “The combination of a 45% increase in revenue and the nearly tripling of gross margin to 16.0% resulted in a $6.6 million increase in bottom line profitability versus the first half of 2020. Revenue growth was driven by continued execution of our funded military backlog, with revenue from contracts with our military OEM customers increasing 75% and revenue from commercial aviation contracts declining 47%.”
“For the second quarter, cash flow from operations was $2.4 million, an expected reversal from the $4.9 million use of funds for the first quarter as product deliveries began to reduce contract assets and inventory. As a result, we continue to expect to report positive cash flow from operations for the second half of 2021 and for the full year of 2021. We also continued to pay down our debt and, as of June 30, 2021, had an outstanding balance on our term loan of $6.2 million.”
| CPI Aero Q2’21 Earnings Press Release | Page 2 |
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April 19, 2022
Added Ms. Hakim, “Funded backlog as of June 30, 2021 of approximately $157 million was, as expected, 23% lower than the funded backlog as of June 30, 2020, reflecting the receipt of more than $60 million in new firm orders during the first quarter of 2020. Since June 30, 2021, we have won, but not yet been able to announce, several new contracts for military applications in key strategic sectors including electronic warfare, hypersonic and unmanned systems. We remain on track to report more than $500 million in total backlog as of the end of 2021.”
“In addition to reaffirming our expectation for generating positive cash flow from operations for 2021, we continue to expect to report higher revenue and improved profitability. Based on an updated review of our program portfolio, we expect to report 2021 revenue of greater than $100 million compared to $87.6 million for 2020, and net income between $7.5m to $8.0 million, including the $4.8 million of other income related to the forgiveness of our Paycheck Protection Program loan, compared to a net loss of $(3.7) million for 2020.”
Concluded Ms. Hakim, “In the several weeks since my appointment as CEO of CPI Aero, I have been immediately impressed by the dedication of the Company’s employees to sustaining our reputation for high quality performance and reliability in partnership with our customers on increasingly complex programs. I am excited about the opportunities ahead to build on that reputation and grow the Company as our customers continue to outsource high value work to their supply chains, including CPI Aero.”
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. CPI Aero is included in the Russell Microcap® Index.
Forward-looking Statements
This press release contains forward-looking statements withinthe 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 “believe,” “remain on track,” “expect,” and “will,” and similar expressionsare intended to identify forward-looking statements, although not
all forward-looking statements contain these identifying words.These forward-looking statements include, among others, those statements regarding the Company’s expected financial results forthe year ended December 31, 2021.
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 materiallyfrom the Company’s current expectations include, among other things, the Company’s completion of its financial statementsfor the periods ending September 30, 2021 and December 31, 2021, any delay in the filing of periodic reports, adverse effects on
the Company’s business related to the disclosuresmade in this press release or the reactions of customers or suppliers, any adverse developments in existing legal proceedings or the initiationof new legal proceedings, and volatility of the Company’s stock price.
| CPI<br> Aero Q2’21 Earnings Press Release | Page<br> 3 |
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April 19, 2022
The Company does not guarantee that it will actuallyachieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on theCompany’s forward-looking statements. There are a number of important factors that could cause the Company’s actual resultsto differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth underthe caption “Risk Factors” in the Company’s Annual Report on Form 10-K/A for the period ended December 31, 2020 andin the Company’s subsequent filings with the Securities and Exchange Commission. Although the Company may elect to do soat some point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims anyintention 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.us on Twitter @CPIAERO.
Contact
| 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.lhai.com | www.cpiaero.com |
| CPI<br> Aero Q2’21 Earnings Press Release | Page<br> 4 |
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April 19, 2022
| CPI<br> Aero Q2’21 Earnings Press Release | Page<br> 5 |
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April 19, 2022
