Form 8-K - Current report

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 13, 2024

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York

001-11398

11-2520310

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

91 Heartland Boulevard, Edgewood, New York		11717
(Address of Principal Executive Offices)		(Zip Code)

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 13, 2024, CPI Aerostructures, Inc. issued a press release announcing financial results for the quarter ended September 30, 2024. 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 13, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

CPI AEROSTRUCTURES REPORTS THIRD QUARTER AND NINE MONTH 2024 RESULTS

Third Quarter 2024 vs. Third Quarter 2023

	·	Revenue of $19.4 million compared to $20.4 million;
	·	Gross profit of $4.2 million compared to $3.7 million;
	·	Gross margin of 21.7% compared to 18.2%;
	·	Net income of $0.7 million compared to $0.3 million;
	·	Earnings per diluted share of $0.06 compared to $0.02;
	·	Adjusted EBITDA ⁽¹⁾ of $1.7 million compared to $1.4 million;
	·	Cash flow provided by operating activities of $0.7 million compared to $0.0 million.

Nine Months 2024 vs. Nine Months 2023

	·	Revenue of $59.3 million compared to $63.0 million;
	·	Gross profit of $12.9 million compared to $13.0 million;
	·	Gross margin of 21.7% compared to 20.6%;
	·	Net income of $2.3 million compared to $2.4 million;
	·	Earnings per diluted share of $0.18 compared to $0.19;
	·	Adjusted EBITDA ⁽¹⁾ of $5.5 million compared to $5.8 million;
	·	Cash flow used in operations of $(0.8) million compared to $0.8 million generated by operations;
	·	Debt as of September 30, 2024 of $18.2 million compared to $20.9 million at September, 2023.

EDGEWOOD, N.Y. – November 13, 2024 – 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, 2024.

“Our third quarter 2024 performance was stronger than third quarter 2023 on all fronts, while revenues were marginally lower. As a result of improved product mix and efficiencies, gross profit margin increased by 350 basis points and Net Income increased by 149%. In addition, our third quarter-adjusted EBITDA of $1.7 million is 15.6% higher than third quarter 2023. Our nine-month results remain strong on lower revenues.

We continue to pay down our debt and reduced it by $2.7 million over the last twelve months. Our Debt-to-Adjusted EBITDA Ratio was 2.5, which marks our seventh consecutive quarter-end below 3.0, while we generated $0.7 million of cash from operations during the third quarter 2024,” said Dorith Hakim, President and CEO.

Added Ms. Hakim, “We are also pleased to receive an award from L3Harris for the Next Generation Jammer Low Band Pod, our first from this Tier 1 defense contractor, adding to our backlog of $506 million as of September 30, 2024. This award continues our success of winning new development programs and demonstrates the confidence top tier companies have in 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 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 “expect,” 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, 2023 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	Philip Passarello
Jody Burfening	Chief Financial Officer
(212) 838-3777	(631) 586-5200
cpiaero@lhai.com	ppassarello@cpiaero.com
	www.cpiaero.com

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30,
	2024 (Unaudited)		December 31, 2023
ASSETS
Current Assets:
Cash	$	1,708,987	$	5,094,794
Accounts receivable, net		6,574,853		4,352,196
Contract assets, net		33,618,971		35,312,068
Inventory		1,052,286		1,436,647
Refundable income taxes		40,000		40,000
Prepaid expenses and other current assets		377,858		678,026
Total Current Assets		43,372,955		46,913,731

Operating lease right-of-use assets		3,334,992		4,740,193
Property and equipment, net		819,078		794,056
Deferred tax asset		19,425,407		19,938,124
Goodwill		1,784,254		1,784,254
Other assets		151,077		189,774
Total Assets	$	68,887,763	$	74,360,132

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	14,994,451	$	10,487,012
Accrued expenses		5,742,854		10,275,695
Contract liabilities		1,390,127		5,937,629
Loss reserve		24,888		337,351
Current portion of line of credit		2,730,000		2,400,000
Current portion of long-term debt		31,330		44,498
Operating lease liabilities, current		2,118,329		1,999,058
Income taxes payable		28,748		30,107
Total Current Liabilities		27,060,727		31,511,350

Line of credit, net of current portion		15,390,000		17,640,000
Long-term operating lease liabilities		1,494,942		3,100,571
Long-term debt, net of current portion		2,734		26,483
Total Liabilities		43,948,403		52,278,404

Commitments and Contingencies (see note 11)

Shareholders’ Equity:
Common stock - $.001 par value; authorized 50,000,000 shares, 12,933,408 and 12,771,434 shares, respectively, issued and outstanding		12,933		12,771
Additional paid-in capital		74,402,288		73,872,679
Accumulated deficit		(49,475,861)		(51,803,722	)
Total Shareholders’ Equity		24,939,360		22,081,728
Total Liabilities and Shareholders’ Equity	$	68,887,763	$	74,360,132

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Revenue	$	19,419,879		$	20,399,369		$	59,311,356		$	62,963,592
Cost of sales		15,200,210			16,693,279			46,422,514			49,990,986
Gross profit		4,219,669			3,706,090			12,888,842			12,972,606

Selling, general and administrative expenses		2,742,036			2,535,065			8,231,875			8,210,603
Income from operations		1,477,633			1,171,025			4,656,967			4,762,003

Interest expense		(573,366	)		(663,857	)		(1,793,472	)		(1,816,408	)
Income before provision for income taxes		904,267			507,168			2,863,495			2,945,595

Provision for income taxes		154,590			205,804			535,634			503,850
Net income	$	749,677		$	301,364		$	2,327,861		$	2,441,745

Income per common share, basic	$	0.06		$	0.02		$	0.19		$	0.19
Income per common share, diluted	$	0.06		$	0.02		$	0.18		$	0.19


Shares used in computing income per common share:
Basic		12,647,023			12,759,971			12,559,876			12,613,899
Diluted		12,717,128			12,793,133			12,650,340			12,647,061

Adjusted EBITDA (1)

1,653,193

1,429,625

5,491,998

5,772,832

Unaudited Reconciliation of GAAP to Non-GAAP Measures

Note: (1) Adjusted EBITDA is a non-GAAP measure defined as GAAP income from operations plus depreciation, amortization and stock-compensation expense.

Adjusted EBITDA as calculated by us may be calculated differently than Adjusted EBITDA for other companies. We have provided Adjusted EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis, as well as to enhance understanding of our operating results. Adjusted EBITDA should not be construed as either an alternative to income from operations or net income or as an indicator of our operating performance or an alternative to cash flows as a measure of liquidity. The adjustments to calculate this non-GAAP financial measure and the basis for such adjustments are outlined below. Please refer to the following table below that reconciles GAAP income from operations to Adjusted EBITDA.

The adjustments to calculate this non-GAAP financial measure, and the basis for such adjustments, are outlined below:

Depreciation. The Company incurs depreciation expense (recorded in cost of sales and in selling, general and administrative expenses) related to capital assets purchased, leased or constructed to support the ongoing operations of the business. The assets are recorded at cost or fair value and are depreciated over the estimated useful lives of individual assets.

Stock-based compensation expense. The Company incurs non-cash expense related to stock-based compensation included in its GAAP presentation of cost of sales and selling, general and administrative expenses. Management believes that exclusion of these expenses allows comparison of operating results to those of other companies that disclose non-GAAP financial measures that exclude stock-based compensation.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the Adjusted EBITDA financial adjustments described above, and investors should not infer from the Company's presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring.

Reconciliation of income from operations to Adjusted EBITDA is as follows:

	Three months ended September 30,				Nine months ended September 30,
	2024		2023		2024		2023
Income from operations	$	1,477,633	$	1,171,025	$	4,656,967	$	4,762,003
Depreciation		102,847		117,885		305,260		350,974
Stock-based compensation		72,713		140,715		529,771		659,855
Adjusted EBITDA	$	1,653,193	$	1,429,625	$	5,491,998	$	5,772,832

Cover	Nov. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2024
Entity File Number	001-11398
Entity Registrant Name	CPI AEROSTRUCTURES, INC.
Entity Central Index Key	0000889348
Entity Tax Identification Number	11-2520310
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	NYSE
Entity Emerging Growth Company	false