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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): November 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 2.02 | Results of Operations and Financial Condition. |
On November 14, 2023, CPI Aerostructures, Inc. issued a press release announcing financial results for the quarter ended September 30, 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 November 14, 2023. |
| 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: November 14, 2023 | CPI AEROSTRUCTURES, INC. | ||
| By: | /s/ Andrew Davis | ||
| Andrew Davis | |||
| Chief Financial Officer | |||
Exhibit 99.1
CPI AEROSTRUCTURES REPORTS THIRD QUARTER AND NINE MONTH 2023 RESULTS
Third Quarter 2023 vs. Third Quarter 2022
| ● | Revenue of $20.4 million compared to $20.2 million; |
| ● | Gross profit of $3.7 million compared to $5.3 million; |
| ● | Gross margin of 18.2% compared to 26.4%; |
| ● | Net income of $0.3 million compared to $1.9 million; |
| ● | Earnings per diluted share of $0.02 compared to $0.15; |
| ● | Cash flow from operations of $0.0 million compared to $2.9 million. |
Nine Months 2023 vs. Nine Months 2022
| ● | Revenue of $63.0 million compared to $59.3 million; |
| ● | Gross profit of $13.0 million compared to $12.4 million; |
| ● | Gross margin of 20.6% compared to 21.0%; |
| ● | Net income of $2.4 million compared to $2.3 million ($3.1 million excluding first quarter severance accrual of $0.8 million); |
| ● | Earnings per diluted share of $0.19 compared to $0.19 ($0.25 excluding first quarter severance accrual of $0.06); |
| ● | Cash flow from operations of $0.8 million compared to $0.8 million; |
| ● | Debt as of September 30, 2023 of $20.9 million compared to $23.7 million at September 30, 2022. |
EDGEWOOD, N.Y. – November 14, 2023 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the three and nine month periods ended September 30, 2023.
“During the third quarter, we continued to execute on our plan to strengthen our balance sheet and build shareholder value. However, supply chain technical challenges negatively impacted our throughput and gross profit during the quarter. In addition, our year-over-year comparison was difficult given that the prior year’s third quarter benefited from a favorable mix. Nevertheless, our nine month revenue was up 6.3% and gross profit up 4.4% over prior year,” said Dorith Hakim, President and CEO.
“We continued to use cash flow from operations and paid off our term loan in full, reducing total debt by $2.8 million over prior year. We remain confident in our long-term outlook based on the corrective actions implemented in our supply chain, the increase in our funded backlog and our total backlog of $503 million as of September 30, 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
| September 30, | ||||||||
| 2023
(Unaudited) |
December 31, 2022 |
|||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 2,609,693 | $ | 3,847,225 | ||||
| Accounts receivable, net | 9,124,187 | 4,857,772 | ||||||
| Insurance recovery receivable | — | 3,600,000 | ||||||
| Contract assets | 31,030,568 | 27,384,540 | ||||||
| Inventory | 1,650,873 | 2,493,069 | ||||||
| Refundable income taxes | 40,000 | 40,000 | ||||||
| Prepaid expenses and other current assets | 670,304 | 975,830 | ||||||
| Total Current Assets | 45,125,625 | 43,198,436 | ||||||
| Operating lease right-of-use assets | 5,196,418 | 6,526,627 | ||||||
| Property and equipment, net | 866,536 | 1,124,556 | ||||||
| Deferred tax asset | 6,074,243 | 6,574,463 | ||||||
| Goodwill | 1,784,254 | 1,784,254 | ||||||
| Other assets | 212,054 | 238,744 | ||||||
| Total Assets | $ | 59,259,130 | $ | 59,447,080 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 13,058,857 | $ | 8,029,996 | ||||
| Accrued expenses | 5,409,080 | 7,344,590 | ||||||
| Litigation settlement obligation | — | 3,600,000 | ||||||
| Contract liabilities | 6,669,341 | 6,001,726 | ||||||
| Loss reserve | 371,633 | 576,549 | ||||||
| Current portion of line of credit | 2,400,000 | 1,200,000 | ||||||
| Current portion of long-term debt | 66,311 | 1,719,766 | ||||||
| Operating lease liabilities, current | 1,961,070 | 1,817,811 | ||||||
| Income tax payable | 16,874 | 11,396 | ||||||
| Total Current Liabilities | 29,953,166 | 30,301,834 | ||||||
| Line of credit, net of current portion | 18,360,000 | 19,800,000 | ||||||
| Long-term operating lease liabilities | 3,613,270 | 5,077,235 | ||||||
| Long-term debt, net of current portion | 34,064 | 70,981 | ||||||
| Total Liabilities | 51,960,500 | 55,250,050 | ||||||
| Shareholders’ Equity: | ||||||||
| Common stock - $.001 par value; authorized 50,000,000 shares, 12,760,331 and 12,506,795 shares, respectively, issued and outstanding |
12,761 |
12,507 | ||||||
| Additional paid-in capital | 73,849,050 | 73,189,449 | ||||||
| Accumulated deficit | (66,563,181 | ) | (69,004,926 | ) | ||||
| Total Shareholders’ Equity | 7,298,630 | 4,197,030 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 59,259,130 | $ | 59,447,080 | ||||
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For
the Three Months Ended September 30, |
For
the Nine Months Ended September 30, |
|||||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Revenue | $ | 20,399,369 | $ | 20,196,913 | $ | 62,963,592 | $ | 59,257,416 | ||||||||
| Cost of sales | 16,693,279 | 14,869,100 | 49,990,986 | 46,835,304 | ||||||||||||
| Gross profit | 3,706,090 | 5,327,813 | 12,972,606 | 12,422,112 | ||||||||||||
| Selling, general and administrative expenses | 2,535,065 |
2,744,265 |
8,210,603 |
8,579,314 | ||||||||||||
| Income from operations | 1,171,025 | 2,583,548 | 4,762,003 | 3,842,798 | ||||||||||||
| Interest expense | (663,857) | (721,046) | (1,816,408) | (1,488,091) | ||||||||||||
| Income before provision for income taxes |
507,168 |
1,862,502 | 2,945,595 |
2,354,707 | ||||||||||||
| Provision for income taxes | 205,804 | 3,750 | 503,850 | 11,250 | ||||||||||||
| Net income | $ | 301,364 | $ | 1,858,752 | $ | 2,441,745 | $ | 2,343,457 | ||||||||
| Income per common share, basic: | ||||||||||||||||
| Income per common share-unrestricted shares | $ | 0.02 |
$ | 0.15 | $ | 0.19 |
$ | 0.19 | ||||||||
| Income per common share-restricted shares | $ | 0.02 |
$ | 0.15 | $ |
0.19 |
$ | 0.19 | ||||||||
| Income per common share, diluted | $ | 0.02 | $ | 0.15 | $ | 0.19 | $ | 0.19 | ||||||||
| Shares used in computing income per common share, basic: | ||||||||||||||||
| Unrestricted shares | 12,431,727 | 12,208,340 | 12,418,693 | 12,274,246 | ||||||||||||
| Restricted shares | 328,244 | 93,412 | 195,206 | 88,714 | ||||||||||||
| Total shares | 12,759,971 | 12,301,752 | 12,613,899 | 12,362,960 | ||||||||||||
| Shares used in computing income per common share, diluted | 12,793,133 | 12,349,283 | 12,647,061 | 12,410,491 |
|
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