8-K

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): March 5, 2014

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

New York	001-11398	11-2520310
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

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

(631) 586-5200

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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))

Item 2.02. Results of Operations and Financial Condition.

On March 6, 2014, CPI Aerostructures, Inc. (the “Registrant”) issued a press release announcing its financial results for the quarter and year ended December 31, 2013. The press release is included as Exhibit 99.1 hereto.

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, nor shall it be deemed incorporated by reference in any disclosure document of the Registrant, except as shall be expressly set forth by specific reference in such document.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Edward J. Fred as Chief Executive Officer, President and Director

On March 5, 2014, Edward J. Fred resigned his position as Chief Executive Officer, President and a director of the Registrant. His resignation was not the result of any disagreements with the Registrant on any matters relating to the Registrant’s operations, policies or practices. Mr. Fred will remain with the Company in an advisory capacity until May 16, 2014, and for 18 months thereafter, will be retained by the Company as a consultant.

In connection with his resignation, the Registrant entered into a separation agreement (“Separation Agreement”) with Mr. Fred, which terminates his previous employment agreement, dated December 16, 2009 (as amended), with the Company, except for certain confidentiality and non-competition provisions. Pursuant to the Separation Agreement until May 16, 2014 (“Separation Date”), Mr. Fred will receive his salary and benefits in effect immediately preceding his resignation. The Company will also pay him the performance bonus he earned for the fiscal year ended December 31, 2013 in accordance with his previous employment agreement. After the Separation Date and in consideration of Mr. Fred signing a release of claims, Mr. Fred will receive separation benefits consisting of a cash payment of $100,000 and for up to 18 months, payment of his medical and dental premiums for continued coverage on the Registrant’s plans as permitted under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”).

Concurrently with the Separation Agreement, the Registrant entered into an Independent Consulting Agreement (“Consulting Agreement”) with Mr. Fred, the term of such agreement to commence following the Separation Date and continue for a period of 18 months. Pursuant to the Consulting Agreement, Mr. Fred will provide continuing advice and assistance in connection with the Registrant’s business, customers and operations. As compensation, Mr. Fred will be paid at a monthly rate of $20,000. The Consulting Agreement incorporates certain of the restrictive covenants contained in the Separation Agreement.

2

Appointment of Douglas McCrosson as Chief Executive Officer, President and Director

On the same date, Douglas McCrosson was appointed to replace Mr. Fred as Chief Executive Officer and President of the Registrant.

Mr. McCrosson, 51, has been employed by the Registrant since May 2003, serving in senior leadership positions within business development and operations including, since January 2010, as Chief Operating Officer. Prior to his appointment as Chief Operating Officer, Mr. McCrosson served as the Registrant’s vice president of operations from February 2007 to December 2008 and as the Registrant’s senior vice president of operations from December 2008 to December 2009. He has approximately 30 years of aerospace experience having started his professional career as a mechanical engineer at Grumman Corporation, now Northrop Grumman Corporation. Mr. McCrosson holds a Bachelor of Science degree in mechanical engineering from the State University of New York at Buffalo and a Master of Science degree in Management from Polytechnic University.

In connection with his appointment as Chief Executive Officer and President, the Registrant entered into a new employment agreement, dated March 5, 2014 (the “Employment Agreement”), with Mr. McCrosson, which replaces his previous employment agreement with the Registrant. Pursuant to the Employment Agreement, Mr. McCrosson will be employed as the Registrant’s Chief Executive Officer and President until December 31, 2016 (“Term”). He will receive an annual base salary of $325,000 from March 5, 2014 until December 31, 2014. For each of fiscal year 2015 and 2016, Mr. McCrosson’s annual base salary will be at least equal to his base salary for the prior fiscal year, subject to a merit increase of up to five percent (5%) to be determined in the sole discretion of the Registrant’s Compensation Committee on the basis of Mr. McCrosson’s attainment of individual performance goals set by the Compensation Committee. Mr. McCrosson is also eligible to receive an annual performance-based bonus. Mr. McCrosson’s target annual performance-based bonus is 60% of his base salary for each year, which bonus amount is adjusted up or down depending upon the Registrant’s revenues and earnings before interest, taxes depreciation and amortization (“EBITDA”). Twenty-five percent of the bonus amount is determined by revenues and 75% by EBITDA. The Employment Agreement also provides that Mr. McCrosson will not compete with the Registrant during the employment term and for a period of two (2) years from the date of his termination.

Pursuant to the Employment Agreement, if Mr. McCrosson’s employment is terminated by the Registrant without “Cause” or by Mr. McCrosson with “Good Reason” (as such terms are defined in the Employment Agreement), then the Registrant will pay Mr. McCrosson (i) his base salary from the date of termination through the end of the Term; (ii) all earned and previously approved but unpaid bonuses; (iii) for up to six (6) months, his medical and dental premiums for continued coverage on the Registrant’s plans as permitted under COBRA; (iv) all valid expense reimbursements; and (v) all accrued but unused paid time off. However, if a “Change in Control” of the Registrant (as defined in the Employment Agreement) occurs prior to a termination of Mr. McCrosson’s employment and Mr. McCrosson’s employment is terminated by the Company without “Cause” or by Mr. McCrosson with “Good Reason” within 18 months of such Change in Control, then at the option of Mr. McCrosson, in lieu of the above compensation and benefits, the Registrant shall pay Mr. McCrosson an amount equal to two (2) times the lesser of (a) the total compensation (including salary and bonus) earned by Mr. McCrosson during the last full calendar year of his employment, or (b) the average of Mr. McCrosson’s total compensation (including salary and bonus) for the five (5) calendar years ending before the change of control. Such payment would be made in two installments in accordance with the terms of the Employment Agreement.

3

The Board also appointed Mr. McCrosson to fill the vacancy on the Board of Directors caused by Mr. Fred’s resignation.

On March 6, 2014, the Registrant issued a press release announcing Mr. McCrosson’s appointment as Chief Executive Officer and Mr. Fred’s resignation, which is included as Exhibit 99.2 hereto.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit Description

99.1 Press Release dated March 6, 2014, reporting the Registrant’s financial results for its year ended December 31, 2013.

99.2 Press Release dated March 6, 2014, announcing appointment of Douglas McCrosson and resignation of Edward J. Fred.

4

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: March 6, 2014	CPI AEROSTRUCTURES, INC.
	By:	/s/ Vincent Palazzolo
		Vincent Palazzolo

Chief Financial Officer

5

EX-99.1

 

FOR IMMEDIATE RELEASE

CPI AEROSTRUCTURES ANNOUNCES 2013 YEAR-END RESULTS

Ended 2013 with $3.3 Million Positive Operating Cash Flow

Edgewood, NY – March 6, 2014 – CPI Aerostructures, Inc. (“CPI Aero^®”) (NYSE MKT: CVU) today announced financial results for the 2013 fourth quarter and year ended December 31, 2013.

Fourth Quarter 2013 vs. Fourth Quarter 2012

• Revenue was $21,285,992, compared to $27,356,029;

• Gross margin was 24.8%, compared to 28.1%;

• Pre-tax income was $3,376,242, compared to $5,765,354; and,

• Net income was $2,370,242, or $0.28 per diluted share, compared to $3,600,354, or $0.43 per diluted share.

Full Year 2013 vs. Full Year 2012

• Revenue was $82,988,522, compared to $89,272,582;

• Gross margin was 22.2%, compared to 27.1%;

• Pre-tax income was $11,153,894, compared to $16,525,130; and,

• Net income was $7,736,894, or $0.91 per diluted share, compared to $11,011,130, or $1.40 per diluted share.

* Diluted earnings per share for full year 2013 was calculated on 8% more shares outstanding, than in 2012 due to the Company’s 1.2 million share public offering completed in July 2012.

Douglas J. McCrosson, CPI Aero’s recently appointed President & CEO, stated, “In February of last year, we provided guidance that uncertainties related to the Government sequester would result in lower revenue and net income in 2013 as compared to 2012. It was our expectation at the time that revenue and net income would more closely resemble 2011 results rather than 2012 results. Today’s announced results are in line with our expectation. The decrease in total revenue for 2013 as compared to 2012 was due to lower revenue from prime government contracts and subcontracts, offset by slightly higher revenues generated from commercial subcontracts. Specifically:

- Revenue generated from prime government contracts decreased to approximately $1.4 million. This decrease was expected as our largest prime contract with the Government, C-5 TOP, is virtually complete.

- Revenue generated from government subcontracts decreased by 2.7% to approximately $54.9 million. The decrease was largely due to a marked decline in our military fixed wing business segment offset by slight increases in the remaining three military markets segments; helicopter, MRO and pod systems.

- Revenue generated from commercial subcontracts slightly increased by 0.4% to approximately $26.8 million. The increase was largely due to growth in our business jet market segment, particularly in our programs with Cessna and Embraer that are both emerging from the development stage.”

CPI Aero News Release	Page 2
March 6, 2014

Mr. McCrosson added, “As reported for the past two quarters, our gross margin for 2013 was affected primarily by adjustments to our long-term programs with Spirit, Northrop Grumman and Boeing. Additionally, in the 2013 fourth quarter we experienced technical challenges during the final assembly phase of the first pod system we are building for United Technologies Aerospace Systems. While such technical challenges are not uncommon during the first build of a highly complex system, the end result was the need for additional unplanned non-recurring expenditures for new tooling, engineering labor, and support labor costs that increased the estimated costs for this program. As a result, gross margin for the 2013 fourth quarter and year was 24.8% and 22.2%, respectively. The 2013 gross margin is 80 basis points lower than the low end of our 2013 gross margin guidance provided in our third quarter 2013 earnings release.”

Mr. McCrosson noted, “Our selling, general and administrative (“SG&A”) expenses continue to decrease as we have taken steps to improve the efficiency of our administrative processes. Our 2013 SG&A expenses as compared to 2012 decreased by approximately $600,000; as a percent of revenue SG&A expenses for 2013 decreased to 8.1% as compared to 8.2% in 2012. This was primarily due to a decrease in officers’ bonus, a decrease in accounting and legal fees, and a decrease in payroll taxes, partially offset by an increase in salaries as a result of increased headcount. Lower revenues and lower gross margins, although slightly offset by lower SG&A expenses, resulted in a decrease in net income for the 2013, as compared to 2012.”

Mr. McCrosson continued, “As expected, during 2013 we had greater product shipments than in 2012, or any other year, as many of our programs transitioned from development to the production stage. Increased shipments, combined with less spending for startup costs associated with new contracts and a decline in non-recurring expenses on our maturing programs, resulted in positive cash flow from operations of approximately $3.3 million.”

Discussing backlog and contract awards, Mr. McCrosson added, “Our total backlog at December 31, 2013 increased to $431.4 million as compared to $391.9 million at December 31, 2012. This increase was attributable to a $24.5 million increase in backlog on commercial programs and a $15.1 million increase in backlog for military programs. Funded backlog at December 31, 2013 increased to $110.4 million, from $52.3 million at December 31, 2012, which was the result of increases of funded backlog for both military and commercial programs. Specifically, at December 31, 2013 as compared to December 31, 2012, funded backlog for military programs increased by $39.6 million to $82.8 million and funded backlog for commercial programs increased by $18.5 million to $27.6 million.

“In 2013 we received record new business awards from all customers totaling approximately $122.3 million, which surpasses the previous record of $83.6 million established in 2011 and compares to $81.6 million in awards received in 2012. The 2013 total included approximately $96.0 million of government subcontract awards and approximately $26.3 million of commercial contract awards; $39 million of the new awards were received during the fourth quarter, the majority of which were related to follow-on orders for our A-10 and E-2D programs.”

Discussing expectations for 2014, Mr. McCrosson added, “At our November 2013 Investor Day presentation, we provided soft guidance that 2014 would be a return to top line growth over 2013 with revenue possibly reaching the 2012 results. While we did have some anticipated first quarter 2014 revenue move into fourth quarter 2013, we remain comfortable with this estimate. Since the beginning of 2014, many of our commercial programs are beginning to transition toward full production. As a result, product deliveries and customer billings are expected to surpass those of 2013, our best year ever in terms of product shipments. The effect of increased product shipments will be partially offset by investment in new programs in 2014 and therefore we are estimating cash flow from operations of approximately $1 million to $1.25 million.

CPI Aero News Release	Page 3
March 6, 2014

“Our newer commercial programs such as the HondaJet, Cessna Citation X and Embraer Phenom 300 business jet programs are anticipated to generate a higher percentage of total revenue on a quarter-over-quarter and year-over-year comparison basis. We typically experience lower margins during the early stages of long-term programs and therefore, we expect this product mix to produce a gross profit margin for full year 2014 in the range of 20% to 21%. As marketing and sales forecasts for these commercial programs permit us to increase our estimate of production quantity our gross margins on these programs will typically improve, as these programs transition to production stage.”

“Looking beyond this year to 2015, we see continued strength in production rates of our business jet programs, steady production on our more mature programs and new programs that combined could produce the highest revenue in our history. Likewise, as unit costs decrease with increased build rates, we expect gross margin in full year 2015 to be higher than in 2014. We expect to be in a position to offer more definitive guidance for 2014 and 2015 when we announce our first quarter 2014 earnings in May.”

Mr. McCrosson concluded, “Although 2013 was a difficult year for us, as it was for many of our peers, we believe that due to our large funded backlog and diversified and impressive list of customers for military and commercial programs, CPI Aero is well positioned to resume its growth in the coming years. We will continue to pursue new awards for military programs in addition to commercial programs, including other helicopter and business/private jet, as well as large commercial aircraft.”

Conference Call

CPI Aero’s President and CEO, Douglas J. McCrosson, and CFO, Vincent Palazzolo, will host a conference call today, Thursday, March 6, 2014 at 10:00 am ET to discuss fourth quarter results as well as recent corporate developments. After opening remarks, there will be a question and answer period. Interested parties may participate in the call by dialing (201) 493-6739. Please call in 10 minutes before the scheduled time and ask for the CPI Aero call. The conference call will also be broadcast live over the Internet. To listen to the live call, please go to www.cpiaero.com and click on the “Investor Relations” section, then click on “Event Calendar”. Please access the website 15 minutes prior to the call to download and install any necessary audio software. The conference call will be archived and can be accessed for approximately 90 days. We suggest listeners use Microsoft Explorer as their browser.

About CPI Aero

CPI Aero is a U.S. manufacturer of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense 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. Among the key programs that CPI Aero supplies are the E-2D Advanced Hawkeye surveillance aircraft, the A-10 Thunderbolt attack jet, the Gulfstream G650, the UH-60 BLACK HAWK® helicopter, the S-92® helicopter, the MH-60S mine countermeasure helicopter, AH-1Z ZULU attack helicopter, the HondaJet-Advanced Light Jet, the MH-53 and CH-53 variant helicopters, the C-5A Galaxy cargo jet, the E-3 Sentry AWACS jet, the Embraer Phenom 300 light business jet and the New Cessna Citation X. CPI Aero is included in the Russell MicroCap Index.

CPI Aero News Release	Page 4
March 6, 2014

The above statements include forward looking statements that involve risks and uncertainties, which are described from time to time in CPI Aero’s SEC reports, including CPI Aero’s Form 10-K for the year ended December 31, 2012 and Forms 10-Q for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013.

CPI Aero® is a registered trademark of CPI Aerostructures, Inc.

Contact:
Vincent Palazzolo	Investor Relations Counsel:
Chief Financial Officer	The Equity Group Inc.
CPI Aero	Lena Cati
(631) 586-5200	(212) 836-9611
www.cpiaero.com	www.theequitygroup.com

(See Accompanying Tables)

CPI Aero News Release	Page 5
March 6, 2014

CPI AEROSTRUCTURES, INC.

CONDENSED STATEMENTS OF INCOME

	For the Three Months Ended December 31,					For the Twelve Months Ended December 31,
	2013			2012		2013			2012
	(Audited)					(Audited)
Revenue	$	21,285,992		$	27,356,029	$	82,988,522		$	89,272,582
Cost of Sales		16,005,689			19,660,870		64,555,275			65,039,969
Gross profit		5,280,303			7,695,159		18,433,247			24,232,613
Selling, general and administrative expenses		1,821,674			2,031,631		6,704,524			7,322,630
Income from operations		3,458,629			5,663,528		11,728,723			16,909,983
Other income (expense), net		(82,387	)		101,826		(574,829	)		(384,853	)
Income before provision for income taxes		3,376,242			5,765,354		11,153,894			16,525,130
Provision for income taxes		1,006,000			2,165,000		3,417,000			5,514,000
Net income	$	2,370,242		$	3,600,354	$	7,736,894		$	11,011,130
Basic net income per common share	$	0.28		$	0.43	$	0.92		$	1.43
Diluted net income per common share	$	0.28		$	0.43	$	0.91		$	1.40
Shares used in computing earnings per common share:
Basic		8,394,413			8,355,762		8,389,048			7,721,304
Diluted		8,529,434			8,446,215		8,470,578			7,865,090

CPI Aero News Release	Page 6
March 6, 2014

CPI AEROSTRUCTURES, INC.

CONDENSED BALANCE SHEETS

	December 31,			December 31,
	2013			2012
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash	$	2,166,103		$	2,709,803
Accounts receivable, net		4,392,254			6,774,346
Costs and estimated earnings in excess of billings on uncompleted contracts		112,597,136			108,909,844
Deferred income taxes		417,000			534,000
Prepaid expenses and other current assets		609,268			426,063
Total current assets		120,181,761			119,354,056
Plant and equipment, net		2,849,753			2,907,476
Deferred income taxes		1,133,000			1,001,000
Other assets		108,080			1,620,984
Total Assets	$	124,272,594		$	124,883,516
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	7,614,755		$	13,286,558
Accrued expenses		654,868			943,356
Billings in excess of costs and estimated earnings on uncompleted contracts		276,170			656,853
Current portion of long-term debt		1,020,349			1,100,564
Line of credit		21,350,000			23,450,000
Deferred income taxes		89,000			102,000
Income tax payable		736,536			106,000
Total current liabilities		31,741,678			39,645,331
Long-term debt, net of current portion		2,198,187			3,209,873
Deferred income taxes		788,000			867,000
Other liabilities		593,210			567,113
Total Liabilities		35,321,075			44,289,317
Shareholders’ Equity:
Common stock - $.001 par value; authorized 50,000,000 shares,
issued 8,410,493 and 8,371,439 shares, respectively, and
outstanding 8,410,493 and 8,371,439 shares, respectively		8,410			8,371
Additional paid-in capital		50,381,348			49,780,673
Retained earnings		38,582,876			30,845,982
Accumulated other comprehensive loss		(21,115	)		(40,827	)
Total Shareholders’ Equity		88,951,519			80,594,199
Total Liabilities and Shareholders’ Equity	$	124,272,594		$	124,883,516

EX-99.2

 

FOR IMMEDIATE RELEASE

CPI AEROSTRUCTURES NAMES DOUGLAS J. McCROSSON PRESIDENT AND CEO

Edgewood, NY – March 6, 2014 – CPI Aerostructures, Inc. (“CPI Aero^®”) (NYSE MKT: CVU) today announced that long-time CPI Aero executive and Chief Operating Officer Douglas J. McCrosson has been named President and Chief Executive Officer effective today, March 6, 2014. Mr. McCrosson has also been appointed to the Company’s board of directors.

Edward J. Fred has resigned as President and Chief Executive Officer and as a director of the Company. Mr. Fred resigned for personal reasons. Mr. Fred will remain with CPI Aero in an advisory capacity until May 16, 2014 and as a consultant to the Company until November 16, 2015.

Eric Rosenfeld, CPI Aero’s Chairman of the Board, commented, “We are grateful for Ed’s leadership over the past 11 years. Under his guidance, CPI Aero has become a world-class aerospace manufacturer with an international reputation for quality and service, while retaining its entrepreneurial culture. Among Ed’s most important accomplishments was assembling a seasoned and impressive management team that includes Doug McCrosson. As a result, we are confident that this transition will be seamless.”

Mr. McCrosson, age 51, joined CPI Aero in 2003 as Director of Business Development. During his tenure, he has held positions of increasing responsibility, including Vice President of Business Development and Senior Vice President of Operations, where he headed CPI Aero’s business development, engineering, procurement and manufacturing organizations. Mr. McCrosson has been the Company’s Chief Operating Officer since January 2010. Mr. McCrosson earned a B.S. in Mechanical Engineering from SUNY Buffalo and an M.S. in Management from Polytechnic University.

Mr. Rosenfeld concluded, “Doug has distinguished himself as an effective leader focused on program execution and operational excellence. He has been essential in defining and implementing our growth strategy and has been instrumental in building the credibility of the CPI Aero brand with customers and shareholders. Doug is a leader of our Company and we are confident that we will continue to grow our business and expand our markets as he guides us to even greater success.”

Mr. McCrosson said, “It is a great honor to be named Chief Executive Officer. I will continue to work with our senior management team, board members and the incredibly talented team of professionals at CPI Aero. As both an engineer and executive, I have experienced first-hand CPI Aero’s commitment to continuous improvement, and product and service excellence. I am excited to address the opportunities that lie ahead and look forward to our future with confidence.”

Mr. Fred noted, “It has been a privilege to serve as Chief Executive Officer of CPI Aero, and I will continue to support the Company. The foundation and culture we have created will allow Doug and the CPI Aero team to continue to grow and create long-term shareholder value.”

CPI Aero News Release	Page 2
March 6, 2014

About CPI Aero

CPI Aero is a U.S. manufacturer of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense 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. Among the key programs that CPI Aero supplies are the E-2D Advanced Hawkeye surveillance aircraft, the A-10 Thunderbolt attack jet, the Gulfstream G650, the UH-60 BLACK HAWK® helicopter, the S-92® helicopter, the MH-60S mine countermeasure helicopter, AH-1Z ZULU attack helicopter, the HondaJet-Advanced Light Jet, the MH-53 and CH-53 variant helicopters, the C-5A Galaxy cargo jet, the E-3 Sentry AWACS jet, the Embraer Phenom 300 light business jet and the New Cessna Citation X. CPI Aero is included in the Russell MicroCap Index.

The above statements include forward looking statements that involve risks and uncertainties, which are described from time to time in CPI Aero’s SEC reports, including CPI Aero’s Form 10-K for the year ended December 31, 2012 and Forms 10-Q for the quarters ended March 31, 2013, June 30, 2013, and September 30, 2013.

CPI Aero® is a registered trademark of CPI Aerostructures, Inc.

Contact:
Vincent Palazzolo	Investor Relations Counsel:
Chief Financial Officer	The Equity Group Inc.
CPI Aero	Lena Cati
(631) 586-5200	(212) 836-9611
www.cpiaero.com	www.theequitygroup.com