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): May 9, 2017

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))

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.

Attached as Exhibit 99.1 to this Current Report is a slide presentation that the Registrant will use during a conference call commencing at 8:30 am on May 9, 2017 to discuss the Registrant’s financial results for the quarter ended March 31, 2017 and recent corporate developments.

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 7.01 Regulation FD Disclosure.

The information set forth under Item 2.02 is incorporated under this Item by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:
Exhibit	Description
99.1	Slide Presentation, dated May 9, 2017.

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: May 9, 2017	CPI AEROSTRUCTURES, INC.
	By:	/s/ Vincent Palazzolo
		Vincent Palazzolo
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Slide Presentation, dated May 9, 2017.

EX-99.1

CPI Aerostructures, Inc. 8-K

Exhibit 99.1

1Q 2017 Results Presentation May 9, 2017 A Premier Supplier of Aircraft Structures and Systems Speakers : Douglas McCrosson, President & Chief Executive Officer Vincent Palazzolo, Chief Financial Officer NYSE MKT: CVU

Disclosure Statement Forward - Looking Statements This presentation contains forward - looking statements that involve risks and uncertainties . All statements, other than statements of historical fact, included in this presentation, including without limitation, statements regarding projections, future financing needs, and statements regarding future plans and objectives of the Company, are forward - looking statements . Words such as "believes," "expects," "anticipates," "intends," "plans," "estimates" and similar expressions are intended to identify forward - looking statements . These forward - looking statements are based upon the current expectations of management and certain assumptions that are subject to risks and uncertainties . Accordingly, there can be no assurance that such risks and uncertainties will not affect the accuracy of the forward - looking statements contained herein or that our actual results will not differ materially from the results anticipated in such forward - looking statements . Such factors include, but are not limited to, the following : the cyclicality of the aerospace market, the level of U . S . defense spending, production rates for commercial and military aircraft programs, competitive pricing pressures, start - up costs for new programs, technology and product development risks and uncertainties, product performance, increasing consolidation of customers and suppliers in the aerospace industry and costs resulting from changes to and compliance with applicable regulatory requirements . The information contained in this presentation is qualified in its entirety by cautionary statements and risk factors disclosed in the Company's Securities and Exchange Commission filings, including its Annual Report on Form 10 - K filed on March 8 , 2017 , available at http : //www . sec . gov . We caution readers not to place undue reliance on any forward - looking statements, which speak only as of the date hereof and for which the Company assumes no obligation to update or revise the forward - looking statements herein . CPI AERO is a registered trademark of CPI Aerostructures, Inc . All other trademarks referenced herein are the property of their respective owners . 2

3 Recent Highlights Douglas McCrosso n President & Chief Executive Officer

Backlog 4 Consolidated Backlog at 03/31/2017: $400.8 Million Defense Backlog at $314 Million $314.3M $86.6M Defense Commercial Defense 78% / Commercial 22% $86.6 M $314.3 M $400.8 M $50 $150 $250 $350 $450 Q1 2014 Q1 2015 Q1 2016 1Q 2017 Backlog (Defense/Commercial ) Commercial Defense Total Backlog 1Q 2014 - 1Q 2017 $410.3 M $234.2 M $176.1 M $97.0M $303.8M Funded Unfunded Unfunded backlog represents remaining potential value of long term agreements Funded 24% / Unfunded 76%

Driven By Renewed Strength in Defense Business 5 Recent wins account for $251 million in backlog as of March 31, 2017 Offers revenue visibility into 2022 and beyond Contract Period 2013 – 2021 Contract Period 2016 – 2019 Contract Period 2015 – 2021 Contract Period 2014 – 2020 Contract Period 2015 – 2021 Announced November 2014 Announced January 2016 Announced February 2015 Announced November 2014 Announced July 2015 $86.1M $25 - 30M $49M E - 2D Advanced Hawkeye/C - 2A Greyhound T - 38C Talon Trainer $53.5M F - 35A $10.6M Japan E - 2D Hawkeye F - 16 Falcon Raytheon Next Generation Jammer Pod $ 5 0+M Announced July/Sept 2016 Contract Period 2016 – 2022+ Sikorsky CH - 148 Cyclone $6.5M Announced October 2016 Contract Period 2016 – 2018 Bell Helicopter/ Textron AH - 1Z Viper $14.8M Announced January 2017 Contract Period 2017 – 2020

6 Financial Highlights Vincent Palazzolo Chief Financial Officer

Recent Financial Highlights 7 For the 3 months Ended March 31, 201 7 201 6 (Unaudited) (Unaudited) Revenue $20.0 $12.7 Cost of sales 15.5 24.3 Gross profit (loss) 4.5 (11.6) Selling, general and administrative expenses 2.2 2.7 Income (loss) from operations 2.4 (14.4) Income (loss) before provision for (benefit from) income taxes 2.0 (14.6) Net income (loss) 1.2 (9.2) Income (loss ) per common share – basic $0.14 $(1.07) Income (loss ) per common share – diluted $0.14 $(1.07)

Balance Sheet Highlights 8 As of March 31, 2017 CEE (unbilled receivables) 101.9 Total Debt 35.0 Shareholders’ Equity 69.3 Book Value, per diluted share 7.86 Debt - to - Capital 0.51 ($ in Millions, except per share value) Liquidity • $40M, 3 - year senior debt facility − $10M term loan − $30M revolving line - of - credit • Approximately $5.0 million still available under credit facility as of March 31, 2017

2017 Financial Guidance 9 Revenue Pre - tax Income Effective Tax Rate • $82.5M – $87.0M • Award of certain defense programs offer possibility for upside • $8.1M - $8.5M • Potential to achieve high end of range • Approximately 37 %

10 Looking Ahead Douglas McCrosso n President & Chief Executive Officer

Bid Pipeline (5/3/2017) 11 Virtually all bids are at the Prime Contractor or Tier 1 level Defense opportunities are increasing Continued Diversification Across Product Categories 94% 6% Defense Commerical 31% 4% 30% 35% Kitting MRO Aerostructures Aerosystems

Near - Term Program Opportunities 12 Aerostructures • Military Helos : CH - 53K, V - 280 • Various regional airliner and bizjet aircraft • A - 10 thick skin urgent spares kitting ( TUSK) • F - 35 • MRO : F - 16 service - life extension program ( SLEP) • Various Black Hawk components/structural repairs Aerosystems • Reconnaissance Pods • Electronic Warfare Pods • Advanced antenna system structural housing • Missile launchers Supply Chain Management/Kitting • Various regional commercial aircraft (Tier 1 opportunity) • S - 92 (commercial) • Foreign sales of F - 16 wing components • Wet Outer Wing Panel kits for Japanese E - 2D

Long - Term Visibility - Contracts Potential to collectively generate revenue of $400.8M during their remaining periods of performance (as of 3/31/17) Firm, Funded Contracts Provide Long - Term Revenue Visibility and Operating Leverage TRIUMPH GROUP - Gulfstream G650 SIKORSKY – UH - 60 Black Hawk U.S. GOVERNMENT – T - 38C Talon Trainer TEXTRON - Cessna Citation X+ SIKORSKY – S - 92 EMBRAER – Phenom 300 LOCKHEED – F - 35A ‘08 ‘09 ’10 ’11 ’12 ’13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 NORTHROP GRUMMAN – for the E - 2D & C - 2A NORTHROP GRUMMAN – Japan E - 2D HONDA - HondaJet Defense ; Commercial UTC AEROSPACE SYSTEMS – DB - 110 ISR Pod RAYTHEON – Next Generation Jammer Increment 1 Pod EMBRAER – E175 - E2 U.S. GOVERNMENT – F - 16 13 SIKORSKY CH - 148 BELL HELICOPTER – AH - 1Z VIPER

14 Q&A Session

Thank You CPI Aerostructures Vincent Palazzolo, Chief Financial Officer (631) 586 - 5200 www.cpiaero.com Investor Relations Sanjay M. Hurry LHA (212) 838 - 3777 cpiaero@lhai.com 15