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): August 8, 2017

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)

(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.

On August 8, 2017, the Registrant issued a press release announcing its financial results for the quarter and six months ended June 30, 2017. The press release is attached to this Form 8-K as Exhibit 99.1.

Attached as Exhibit 99.2 to this Current Report is a slide presentation that the Registrant will use during a conference call commencing at 8:30 am on August 8, 2017 to discuss the Registrant’s financial results for the quarter and six months ended June 30, 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 9.01. Financial Statement and Exhibits.

(d)  Exhibits:

Exhibit	Description
99.1	Press Release dated August 8, 2017, reporting the Registrant’s financial results for its quarter and six months ended June 30, 2017.
99.2	Slide presentation, dated August 8, 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:  August 8, 2017	CPI AEROSTRUCTURES, INC.
	By:	/s/ Vincent Palazzolo
		Vincent Palazzolo
		Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release dated August 8, 2017, reporting the Registrant’s financial results for its quarter and six months ended June 30, 2017.
99.2	Slide presentation, dated August 8, 2017.

EX-99.1

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

CPI AEROSTRUCTURES ANNOUNCES 2017 SECOND QUARTER

FINANCIAL RESULTS

EDGEWOOD, N.Y. – August 8, 2017 – CPI Aerostructures, Inc. (“CPI Aero®”) (NYSE American: CVU) today announced financial results for the three-month and six-month periods ended June 30, 2017.

2Q 2017 vs. 2Q 2016 

●  Revenue was $16.7 million compared to $22.3 million;

● Gross profit was $3.7 million compared to $5.0 million;

● Pre-tax income was $1.2 million compared to $2.8 million;

● Net income was $0.8 million compared to $1.8 million;

● Earnings per diluted share were $0.09 per diluted share compared to $0.21 per diluted share;

● Cash flow from operations was $1.8 million compared to $(1.6) million; and

● Total backlog at $394.8 million with multi-year defense contracts comprising 80%

1H 2017 vs. 1H 2016

● Revenue was $36.8 million compared to $35.0 million;

● Gross profit (loss) was $8.2 million compared to $(6.6) million;

● Pre-tax income (loss) was $3.2 million compared to $(11.8) million;

● Net income (loss) was $2.0 million compared to $(7.4) million;

● Earnings (loss) per diluted share of $0.23 compared to $(0.86) per diluted share; and

● Cash flow from operations was $(1.1) million compared to $(7.3) million

“We delivered strong financial performance in the second quarter that exceeded our profit goal,” said Douglas McCrosson, president and chief executive officer of CPI Aero. “Earnings were solid as we continue to see the results of cost reduction and process improvement initiatives and despite the revenue pull forward we reported last quarter that shifted sales from our F-16 program to the first quarter from the second. Cash flow from operations was particularly strong as investments in enhanced ERP tools, our commitment to lean manufacturing principles and a disciplined approach to cash management took hold. We had a $3.5 million reduction in inventory in the second quarter and a $5.7 million reduction in inventory year to date, and now expect to be cash flow positive in each of the third and fourth quarters of this year. This would mark a substantial turnaround in cash flow in 2017 compared to a use of cash in 2016.”

CPI Aero Q2’17 Earnings Press Release	Page 2
August 8, 2017

“We continued to execute on our defense market strategy, securing new orders from UTC Aerospace Systems for their new TacSAR surveillance system and from Sikorsky on its MH-53E platform. We also delivered our first products to Lockheed Martin for the F-35 as our lock assembly program entered its production phase. Looking ahead, we see signs that contracts are starting to flow to the prime contractors and down through the supply chain. As an example, following the signing of the U.S. Army’s ‘Multi-Year IX’ Black Hawk contract with Sikorsky in June, we were subsequently awarded a five-year, $21 million supply agreement by Sikorsky for fuel panel assemblies for the Black Hawk. Furthermore, recent wins, particularly in pod-based systems, have raised our profile in the marketplace and garnered considerable customer interest in CPI Aero at the Paris Air Show. We left Paris with confidence that the defense market is strong and growing, both here and abroad, and that CPI Aero is a valued and well-respected Tier 1 defense subcontractor. Our defense exposure and backlog, together with improving defense fundamentals and consistent execution across all facets of our business, place us firmly on a growth trajectory,” concluded Mr. McCrosson.

Financial Outlook

CPI Aero reaffirms its prior financial guidance for fiscal 2017 of:

● Revenue in the range of $82.5 million and $87.0 million;

● Pre-tax income to be at the high end of a range of $8.1 million to $8.4 million.

Conference Call
Management will host a conference call on Tuesday, August 8, 2017, at 8:30 a.m. ET to discuss these 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 844-378-6486 or 412-542-4181. Please call in 10 minutes before the conference call is scheduled to begin and ask for the CPI Aero call. The conference call will also be broadcast live over the Internet. Additionally, a slide presentation will accompany the conference call. To listen to the live call, please go to www.cpiaero.com, click on the Investor Relations section, then to the Event Calendar. Please go to the website 15 minutes early to download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days.

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. CPI Aero is included in the Russell Microcap® Index.

CPI Aero Q2’17 Earnings Press Release	Page 3
August 8, 2017

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, 2016, and Form 10-Q for the three-month period ended March 31, 2017. 

CPI Aero® is a registered trademark of CPI Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on Twitter @CPIAERO.

Contact:

Vincent Palazzolo	Investor Relations Counsel:
Chief Financial Officer	LHA
CPI Aero	Jody Burfening/Sanjay M. Hurry
(631) 586-5200	(212) 838-3777
www.cpiaero.com	cpiaero@lhai.com
	www.lhai.com

– Tables to Follow –

CPI Aero Q2’17 Earnings Press Release	Page 4
August 8, 2017

CPI AEROSTRUCTURES, INC.

STATEMENTS OF OPERATIONS

		For the Three Months Ended June 30,						For the Six Months Ended June 30,
		2017			2016			2017		2016
		(Unaudited)						(Unaudited)
Revenue	$	16,731,951		$	22,280,964		$	36,764,652	$	34,950,997
Cost of sales		13,048,203			17,246,963			28,543,390		41,556,100
Gross profit (loss)		3,683,748			5,034,001			8,221,262		(6,605,103	)
Selling, general and administrative expenses		2,002,198			1,868,787			4,166,076		4,589,170
Income (loss) from operations		1,681,550			3,165,214			4,055,186		(11,194,273	)
Interest expense		465,903			323,634			856,238		599,367
Income (loss) before provision for
(benefit from) income taxes		1,215,647			2,841,580			3,198,948		(11,793,640	)
Provision for (benefit from) income taxes		450,000			1,051,000			1,184,000		(4,364,000	)
Net income (loss)		765,647			1,790,580			2,014,948		(7,429,640	)
Other comprehensive income net of tax -
Change in unrealized gain (loss) interest rate swap		(1,000	)		(73,936	)		4,200		(70,483	)
Comprehensive income (loss)	$	764,647		$	1,716,644		$	2,019,148	$	(7,500,123	)
Income (loss) per common share – basic	$	0.09		$	0.21		$	0.23	$	(0.86	)
Income (loss) per common share – diluted	$	0.09		$	0.21		$	0.23	$	(0.86	)

CPI Aero Q2’17 Earnings Press Release	Page 5
August 8, 2017

CPI AEROSTRUCTURES, INC.

BALANCE SHEETS 

		June 30, 2017			December 31, 2016
		(Unaudited)			(Note 1)
ASSETS
Current Assets:
Cash	$	1,115,297		$	1,039,586
Accounts receivable, net of allowance for doubtful accounts of $0 as of June 30, 2017 and $535,514 as of December 31, 2016		6,340,429			8,514,613
Costs and estimated earnings in excess of billings on uncompleted contracts		101,692,410			99,578,526
Prepaid expenses and other current assets		2,495,507			2,155,481
Total current assets		111,643,643			111,288,206
Property and equipment, net		2,081,045			2,298,610
Deferred income taxes, net		2,797,066			3,952,598
Other assets		220,392			252,481
Total Assets	$	116,742,146		$	117,791,895
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	9,126,997		$	14,027,457
Accrued expenses		1,314,154			1,386,147
Billings in excess of costs and estimated earnings on uncompleted contracts		922,832			115,337
Current portion of long-term debt		1,745,492			1,341,924
Contract loss		489,598			1,377,171
Line of credit		24,238,685			22,438,685
Income tax payable		6,000			6,000
Total current liabilities		37,843,758			40,692,721
Long-term debt, net of current portion		7,963,325			8,860,724
Other liabilities		613,204			632,744
Total Liabilities		46,420,287			50,186,189
Shareholders’ Equity:
Common stock - $.001 par value; authorized 50,000,000 shares, 8,832,649 and 8,739,836 shares, respectively, issued and outstanding		8,833			8,738
Additional paid-in capital		53,521,860			52,824,950
Retained earnings		16,795,966			14,781,018
Accumulated other comprehensive loss		(4,800	)		(9,000	)
Total Shareholders’ Equity		70,321,859			67,605,706
Total Liabilities and Shareholders’ Equity	$	116,742,146		$	117,791,895

###

EX-99.2

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.2

NYSE MKT: CVU 2Q 2017 Results Presentation A Premier Supplier of Aircraft Structures and Systems Speakers: Douglas McCrosson, President & Chief Executive Officer Vincent Palazzolo, Chief Financial Officer August 8, 2017

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 , and quarterly report on Form 10 - Q for the three months ended March 31 , 2017 , filed on May 10 , 2017 . 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 06/30/2017: $394.8 Million* Defense Backlog at $314.3 Million $314.3M $80.5M Defense Commercial Defense 80% / Commercial 20% 2Q 2014 - 2Q 2017 $90.5M $304.2M Funded Unfunded Unfunded backlog represents remaining potential value of long term agreements Funded 23% / Unfunded 77% $80.5M $314.3M $394.8M $50 $150 $250 $350 $450 Q1 2014 Q1 2015 Q1 2016 Q2 2017 Backlog (Defense/Commercial) Commercial Defense Total Backlog $410.3 M $234.2 M $176.1 M *Excludes Sikorsky MH - 53E Sea Dragon award

Driven By Renewed Strength in Defense Business 5 Recent wins account for $ 233 million in backlog as of June 30, 2017 Offers revenue visibility into 2022 and beyond E - 2D Advanced Hawkeye/ C - 2A Greyhound U.S Government F - 16 Falcon Northrop Grumman T - 38C Talon Trainer Lockheed Martin F - 35A Northrop Grumman Japan E - 2D Hawkeye Raytheon Next Generation Jammer Pod $86.1M $53.5M $49M $10.6M $25 - 30M $50+M Announced November 2014 Contract Period 2013 – 2021 Announced November 2014 Contract Period 2014 – 2020 Announced February 2015 Contract Period 2015 – 2021 Announced July 2015 Contract Period 2015 – 2021 Announced January 2016 Contract Period 2016 – 2019 Announced July/Sept 2016 Contract Period 2016 – 2022+ Sikorsky CH - 148 Cyclone Bell Helicopter/ Textron AH - 1Z Viper Sikorsky MH - 53E Sea Dragon UTC Aerospace TacSAR Sikorsky Black Hawk $ 5.0M $14.8M $21M Announced October 2016 Contract Period 2016 – 2018 Announced January 2017 Contract Period 2017 – 2020 Announced May 2017 Contract Period 2015 – 2022 Announced June 2017 Contract Period 2017 Announced July 2017 Contract Period 2018 – 2022

6 Financial Highlights Vincent Palazzolo Chief Financial Officer

Recent Financial Highlights 7 For the Three Months Ended June 30 , 201 7 201 6 (Unaudited) (Unaudited) Revenue $16.7 $22.3 Cost of sales 13.0 17.2 Gross profit (loss) 3.7 5.0 Selling, general and administrative expenses 2.0 1.9 Income (loss) from operations 1.7 3.2 Income (loss) before provision for (benefit from) income taxes 1.2 2.8 Net income (loss) 0.8 1.8 Income (loss) per common share – basic $0.09 $0.21 Income (loss) per common share – diluted $0.09 $0.21

Balance Sheet Highlights 8 As of June 30, 2017 CEE (unbilled receivables) 101.7 Total Debt 33.9 Shareholders’ Equity 70.3 Book Value, per diluted share 7.96 Debt - to - Capital 0.66 ($ in Millions, except per share value) Liquidity • $40M, 3 - year senior debt facility − $10M term loan − $30M revolving line - of - credit • Approximately $3.0 million still available under credit facility as of June 30, 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 • Anticipated to be at high end of range • Approximately 37 %

10 Looking Ahead Douglas McCrosso n President & Chief Executive Officer

Bid Pipeline (7/31/17 ) 11 Virtually all bids are at the Prime Contractor or Tier 1 level Defense opportunities are increasing Continued Diversification Across Product Categories 88% 12% Defense Commerical 26% 4% 39% 31% Kitting MRO Aerostructures Aerosystems

Near - Term Program Opportunities 12 Aerostructures • Military Helos : CH - 53K, V - 280 • Various regional airliner and bizjet aircraft • A - 10 Wing Replacement Program ( WRP ) • 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) • Foreign sales of F - 16 wing components • Wet Outer Wing Panel kits for Japanese E - 2D

Long - Term Visibility - Contracts ‘08 ‘09 ’10 ’11 ’12 ’13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 Firm, Funded Contracts Provide Long - Term Revenue Visibility and Operating Leverage EMBRAER – E175 - E2 RAYTHEON – Next Generation Jammer Increment 1 Pod SIKORSKY – UH - 60 Black Hawk SIKORSKY - MH - 53E Sea Dragon SIKORSKY – S - 92 U.S. GOVERNMENT – T - 38C Talon Trainer LOCKHEED – F - 35A HONDA - HondaJet NORTHROP GRUMMAN – for the E - 2D & C - 2A U.S. GOVERNMENT – F - 16 BELL HELICOPTER – AH - 1Z VIPER TEXTRON - Cessna Citation X+ EMBRAER – Phenom 300 TRIUMPH GROUP - Gulfstream G650 NORTHROP GRUMMAN – Japan E - 2D SIKORSKY CH - 148 UTC AEROSPACE SYSTEMS – DB - 110 ISR Pod UTC AEROSPACE SYSTEMS – TacSAR Potential to collectively generate revenue of $394.8M during their remaining periods of performance (as of 6/30/17) * As of 6/30/17; excludes Sikorsky MH - 53E Sea Dragon award Defense ; Commercial

14 Q&A Session

15 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