Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 2, 2017 the number of shares of common stock, par value $.001 per share, outstanding was 8,860,986.

The condensed financial statements of CPI Aerostructures, Inc. (the “Company”) as of September 30, 2017 and for the three and nine months ended September 30, 2017 and 2016 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

The condensed balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States of America for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected. Such adjustments are of a normal, recurring nature. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the full year or any other interim period.

The Company maintains its cash in two financial institutions. The balances are insured by the Federal Deposit Insurance Corporation. From time to time, the Company’s balances may exceed these limits. As of September 30, 2017, the Company had $514,965 of uninsured balances. The Company limits its credit risk by selecting financial institutions considered to be highly creditworthy.

The Company predominantly recognizes revenue from contracts over the contractual period under the percentage-of-completion (“POC”) method of accounting. Under the POC method of accounting, sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at the completion of the contract. Recognized revenues that will not be billed under the terms of the contract until a later date are recorded as an asset captioned “Costs and estimated earnings in excess of billings on uncompleted contracts.” Contracts where billings to date have exceeded recognized revenues are recorded as a liability captioned “Billings in excess of costs and estimated earnings on uncompleted contracts.” Changes to the original estimates may be required during the life of the contract. Estimates are reviewed monthly and the effect of any change in the estimated gross margin percentage for a contract is reflected in cost of sales in the period the change becomes known. The use of the POC method of accounting involves considerable use of estimates in determining revenues, costs and profits and in assigning the amounts to accounting periods. As a result, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash received during any reporting period. The Company continually evaluates all of the issues related to the assumptions, risks and uncertainties inherent with the application of the POC method of accounting; however, it cannot be assured that estimates will be accurate. If estimates are not accurate or a contract is terminated, the Company is required to adjust revenue in later periods. Furthermore, even if estimates are accurate, there may be a shortfall in cash flow and the Company may need to borrow money, or seek access to other forms of liquidity, to fund its work in process or to pay taxes until the reported earnings materialize as actual cash receipts.

2. stock-based compensation

The Company accounts for stock-based compensation based on the fair value of the stock or stock-based instrument on the date of grant.

In January 2017, the Company granted 59,395 restricted stock units (“RSUs”) to its board of directors as partial compensation for the 2017 year. On January 1, 2016, the Company granted 53,882 RSUs to its board of directors as partial compensation for the 2016 year. RSUs vest quarterly on a straight-line basis over a one-year period. The Company’s net income (loss) for the nine months ended September 30, 2017 and 2016 includes approximately $517,000 and $564,500, respectively, of noncash compensation expense related to the RSU grants to the board of directors. This expense is recorded as a component of selling, general and administrative expenses. In addition, for the nine months ended September 30, 2017, the Company granted 5,550 shares of common stock to various employees and approximately $13,300 of compensation expense is included in selling, general and administrative expenses and approximately $37,500 of compensation expense is included in cost of sales for this grant.

In August 2016 and March 2017, the Company granted 98,645 and 73,060 shares of common stock, respectively, to various employees. In the event that any of these employees voluntarily terminates their employment prior to certain dates, portions of the shares may be forfeited. In addition, if certain Company performance criteria are not achieved, portions of these shares may be forfeited. These shares will be expensed during various periods through March 2021 based upon the service and performance thresholds. For the nine months ended September 30, 2017, approximately $208,800 of compensation expense is included in selling, general and administrative expenses and approximately $44,100 of compensation expense is included in cost of sales for this grant. In March 2017, 12,330 of the shares granted in August of 2016 were forfeited because the Company failed to achieve certain performance criteria for the year ended December 31, 2016. In addition, on March 9, 2017, these employees returned 4,525 common shares, valued at approximately $33,000, to pay the employees’ withholding taxes.

A summary of the status of the Company’s stock option plans as of September 30, 2017 and changes during the nine months ended September 30, 2017 is as follows:

	Options		Weighted average exercise price		Weighted average remaining contractual term (in years)		Aggregate intrinsic value
Outstanding
at beginning of period		149,466	$	10.43
Outstanding and vested
at end of period		149,466	$	10.43		0.83	$	123,300

During the nine months ended September 30, 2017 and September 30, 2016, no stock options were granted or exercised.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

3. Derivative Instruments and Fair Value

The Company’s use of derivative instruments has been to hedge interest rates. These derivative contracts are entered into with a financial institution. The Company does not use derivative instruments for trading purposes and has procedures in place to monitor and control their use.

We record these derivative financial instruments on the condensed balance sheets at fair value. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.

Any ineffective portion of the gain or loss on the derivative instrument for a cash flow hedge is recorded in the results of operations immediately. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the results of operations immediately.

In March 2012, the Company entered into interest rate swaps with the objective of reducing the Company’s exposure to cash flow volatility arising from interest rate fluctuations associated with certain debt. The notional amount, maturity date, and currency of these contracts match those of the underlying debt. The Company has designated these interest rate swap contracts as cash flow hedges. The Company measures ineffectiveness by comparing the cumulative change in the forward contact with the cumulative change in the hedged item. No material ineffectiveness was recognized in the quarter ended March 31, 2016. The interest rate swap contract was terminated as of March 24, 2016. The Company paid approximately $4,000 at termination to settle the swap contract.

In May 2016, the Company entered into a new interest rate swap with the objective of reducing its exposure to cash flow volatility arising from interest rate fluctuations associated with certain debt. The notional amount, maturity date, and currency of this contract match those of the underlying debt. The Company has designated this interest rate swap contract as a cash flow hedge. The Company measures ineffectiveness by comparing the cumulative change in the forward contact with the cumulative change in the hedged item. As of September 30, 2017, the Company had a net deferred loss associated with the interest rate swap of approximately $10,800, which was included in other liabilities.

Fair Value

At September 30, 2017 and December 31, 2016, the fair values of cash, accounts receivable, accounts payable and accrued expenses approximated their carrying values because of the short-term nature of these instruments.

	September 30, 2017
	Carrying Amount		Fair Value
Debt
Short-term borrowings and long-term debt	$	32,768,421	$	32,768,421

	December 31, 2016
	Carrying Amount		Fair Value
Debt
Short-term borrowings and long-term debt	$	32,689,467	$	32,689,467

The Company estimated the fair value of debt using market quotes and calculations based on market rates.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

The following table presents the fair values of those financial liabilities measured on a recurring basis as of September 30, 2017 and December 31, 2016:

			Fair Value Measurements September 30, 2017
Description	Total		Quoted Prices in Active Markets for Identical assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Interest Rate Swap, net	$	10,765		—	$	10,765		—
Total	$	10,765		—	$	10,765		—

			Fair Value Measurements December 31, 2016
Description	Total		Quoted Prices in Active Markets for Identical assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Interest Rate Swap, net	$	13,685		—	$	13,685		—
Total	$	13,685		—	$	13,685		—

The fair value of the Company’s interest rate swap was determined by comparing the fixed rate set at the inception of the transaction to the “replacement swap rate,” which represents the market rate for an offsetting interest rate swap with the same notional amounts and final maturity date. The market value is then determined by calculating the present value of the interest differential between the contractual swap and the replacement swap.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

Costs and estimated earnings in excess of billings on uncompleted contracts consist of the following:

	September 30, 2017
	U.S.
	Government		Commercial		Total
Costs incurred on uncompleted contracts	$	368,164,864	$	171,052,715	$	539,217,579
Estimated earnings		34,663,617		71,877,761		106,541,378
Sub-total		402,828,481		242,930,476		645,758,957
Less billings to date		357,402,993		180,391,063		537,794,056
Costs and estimated earnings in excess of billings on uncompleted contracts	$	45,425,488	$	62,539,413	$	107,964,901

	December 31, 2016
	U.S.
	Government		Commercial		Total
Costs incurred on uncompleted contracts	$	341,003,461	$	153,898,425	$	494,901,886
Estimated earnings		39,638,231		58,346,518		97,984,749
Sub-total		380,641,692		212,244,943		592,886,635
Less billings to date		331,277,942		162,145,504		493,423,446
Costs and estimated earnings in excess of billings on uncompleted contracts	$	49,363,750	$	50,099,439	$	99,463,189

The above amounts are included in the accompanying condensed balance sheets under the following captions at September 30, 2017 and December 31, 2016:

	September 30, 2017			December 31, 2016
Costs and estimated earnings in excess of billings on uncompleted contracts	$	108,377,905		$	99,578,526
Billings in excess of costs and estimated earnings on uncompleted contracts		(413,004	)		(115,337	)
Totals	$	107,964,901		$	99,463,189

U.S. Government contracts includes contracts directly with the U.S. Government and Government subcontracts.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Revisions in the estimated gross profits on contracts and contract amounts are made in the period in which the circumstances requiring the revisions occur. During the nine months ended September 30, 2017, the effect of such revisions in total estimated contract profits resulted in a decrease to the total gross profit to be earned on the contracts of approximately $1,684,000 from that which would have been reported had the revised estimates been used as the basis of recognition of contract profits in prior years, excluding the effect of the A-10 contract. During the nine months ended September 30, 2016, the effect of such revisions was a decrease to total gross profit of approximately $1,627,000.

Although management believes it has established adequate procedures for estimating costs to uncompleted open contracts, it is possible that additional significant costs could occur on contracts prior to completion.

income (Loss) PER COMMON SHARE

Basic income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted income (loss) per common share for the three and nine month periods ended September 30, 2017 and 2016 is computed using the weighted average number of common shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock, as well as unvested RSUs. Incremental shares of 74,168 were used in the calculation of diluted income per common share in the three and nine months ended September 30, 2017. Incremental shares of 89,466 were not used in the calculation of diluted income per common share in the three and nine month periods ended September 30, 2017, as their exercise price was in excess of the Company’s average stock price for the respective period and, accordingly, these shares are not assumed to be exercised for the diluted earnings per share calculation, as they would be anti-dilutive. Incremental shares of 48,469 were used in the calculation of diluted income per common share in the three months ended September 30, 2016. Incremental shares of 179,983 were not used in the calculation of diluted income per common share in the three month period ended September 30, 2016, as their exercise price was in excess of the Company’s average stock price for the respective period and, accordingly, these shares are not assumed to be exercised for the diluted earnings per share calculation, as they would be anti-dilutive. No incremental shares were used in the calculation of diluted income per common share in the nine month period ended September 30, 2016, as the effect of incremental shares would be anti-dilutive.

Line of credit

On December 5, 2012, the Company entered into an Amended and Restated Credit Agreement (“Restated Agreement”) with Sovereign Bank, now called Santander Bank, N.A. (“Santander”), as the sole arranger, administrative agent and collateral agent, and Valley National Bank. The Restated Agreement provided for a revolving credit loan (“Revolving Facility”) commitment of $35 million and was terminated in March 2016.

On March 24, 2016, the Company entered into a Credit Agreement with Bank United, N.A. as the sole arranger, administrative agent and collateral agent and Citzens Bank N.A. (the “BankUnited Facility”). The BankUnited Facility provides for a revolving credit loan commitment of $30 million (the “Revolving Loan”) and a $10 million term loan (“Term Loan”). The proceeds of the BankUnited Facility were used to pay off all amounts outstanding under the Santander Term Facility and the Revolving Facility. The Revolving Loan bears interest at a rate based upon a pricing grid, as defined in the agreement. The term of the BankUnited Facility is through March 23, 2019.

On May 9, 2016, the Company entered into an amendment (the “Amendment”) to the BankUnited Facility. The Amendment changed the definition of EBITDA for the Leverage Coverage Ratio Covenant for the remainder of 2016 and changed the maximum leverage ratio from 3 to 1 to 3.5 to 1 for the quarters ended June 30, 2016 and September 30, 2016. Also, the Amendment increased the interest rate on the BankUnited Facility by 50 basis points and requires the repayment of a portion of the Term Loan if and to the extent that the Company receives any contract reimbursement payments from its current Request for Equitable Adjustment with Boeing on the A-10 program.

As of September 30, 2017, the Company was in compliance with all of the financial covenants contained in the BankUnited Facility, as amended.

As of September 30, 2017, the Company had $23.4 million outstanding under the Revolving Loan bearing interest at 4.75%.

The BankUnited Facility is secured by all of the Company’s assets.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

7. LONG-TERM DEBT

On March 9, 2012, the Company obtained a $4.5 million term loan from Santander to be amortized over five years (the “Santander Term Facility”). The Santander Term Facility was used to purchase tooling and equipment for new programs.

Additionally, the Company and Santander entered into a five year interest rate swap agreement, in the notional amount of $4.5 million. Under the interest rate swap, the Company paid an amount to Santander representing interest on the notional amount at a fixed rate of 4.11% and received an amount from Santander representing interest on the notional amount of a rate equal to the one-month LIBOR plus 3%. The effect of this interest rate swap was the Company paying a fixed interest rate of 4.11% over the term of the Santander Term Facility.

The Santander interest swap agreement was terminated and the Santander Term Facility was paid off on March 24, 2016 using the proceeds of the BankUnited Facility (see Note 6).

The Company paid approximately $254,000 of debt issuance costs in connection with the BankUnited Facility of which approximately $96,000 is included in other current assets and $32,000 is a reduction of long-term debt.

The Term Loan had an initial amount of $10 million, payable in monthly installments, as defined in the agreement, which matures on March 31, 2019.

The maturities of long-term debt (excluding unamortized debt issuance costs) are as follows:

Twelve months ending September 30,
2018	$	1,863,711
2019		7,314,398
2020		124,273
2021		27,354
Thereafter		—
	$	9,329,736

In addition to the Term Loan, included in long-term debt are capital leases and notes payable of $454,737, including a current portion of $155,377.

8. MAJOR CUSTOMERS

During the nine months ended September 30, 2017, the Company’s four largest commercial customers accounted for 28%, 23%, 11% and 10% of revenue. During the nine months ended September 30, 2016, the Company’s three largest commercial customers accounted for 35%, 30% and 13% of revenue. In addition, during the nine months ended September 30, 2017, 5.2% of revenue was directly from the U.S. Government.

At September 30, 2017, 32%, 23%, 11% and 10% of costs and estimated earnings in excess of billings on uncompleted contracts were from the Company’s four largest commercial customers. At December 31, 2016, 33%, 26%, 12% and 11% of costs and estimated earnings in excess of billings on uncompleted contracts were from the Company’s four largest commercial customers.

At September 30, 2017 and December 31, 2016, 2% and 1%, respectively, of costs and estimated earnings in excess of billings on uncompleted contracts were directly from the U.S. Government.

At September 30, 2017, 20%, 19%, 19%, 12% and 11% of our accounts receivable were from our five largest commercial customers. At December 31, 2016, 35%, 24% and 17% of accounts receivable were from our three largest commercial customers.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Company’s Condensed Financial Statements and notes thereto contained in this report.

Forward Looking Statements

When used in this Form 10-Q and in future filings by us with the Securities and Exchange Commission, the words or phrases “will likely result,” “management expects” or “we expect,” “will continue,” “is anticipated,” “estimated” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The risks are included in Item 1A - Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2016 and Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q. We have no obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

Business Operations

We are a manufacturer of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. Within the global aerostructure supply chain, we are either a Tier 1 supplier to aircraft Original Equipment Manufacturers (“OEMs”) or a Tier 2 subcontractor to major Tier 1 manufacturers. We also are a prime contractor to the U.S. Department of Defense, primarily the Air Force. In conjunction with our assembly operations, we provide engineering, program management, supply chain management, and Maintenance Repair & Overhaul (“MRO”) services.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Backlog

We produce custom assemblies pursuant to long-term contracts and customer purchase orders. Backlog consists of aggregate values under such contracts and purchase orders, excluding the portion previously included in operating revenues on the basis of percentage of completion accounting, and including estimates of future contract price escalation. Substantially all of our backlog is subject to termination at will and rescheduling, without significant penalty. Funds are often appropriated for programs or contracts on a yearly or quarterly basis, even though the contract may call for performance that is expected to take a number of years. Therefore, our funded backlog does not include the full value of our contracts. Our total backlog as of September 30, 2017 and December 31, 2016 was as follows:

Backlog (Total)	September 30, 2017		December 31, 2016
Funded	$	100,583,000	$	94,540,000
Unfunded		297,309,000		321,744,000
Total	$	397,892,000	$	416,284,000

Approximately 79% of the total amount of our backlog at September 30, 2017 was attributable to government contracts. Our backlog attributable to government contracts at September 30, 2017 and December 31, 2016 was as follows:

Backlog (Government)	September 30, 2017		December 31, 2016
Funded	$	94,609,000	$	92,189,000
Unfunded		218,682,000		229,543,000
Total	$	313,291,000	$	321,732,000

Our backlog attributable to commercial contracts at September 30, 2017 and December 31, 2016 was as follows:

Backlog (Commercial)	September 30, 2017		December 31, 2016
Funded	$	5,974,000	$	2,351,000
Unfunded		78,627,000		92,201,000
Total	$	84,601,000	$	94,552,000

Our unfunded backlog is primarily comprised of the long-term contracts for the G650, E-2D, F-16, T-38, F-35, HondaJet Light Business Jet, Bell AH-1Z, Cessna Citation X+, Sikorsky S-92 and Embraer Phenom 300. These long-term contracts are expected to have yearly orders, which will be funded in the future.

The low level of funded backlog on commercial programs is the result of customers placing funded orders based upon expected lead time. These programs are under long-term agreements with our customers, and as such, we are protected by termination liability provisions.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Critical Accounting Policies

Revenue Recognition

We recognize revenue from our contracts over the contractual period under the percentage-of-completion (“POC”) method of accounting. Under the POC method of accounting, sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at the completion of the contract. Recognized revenues that will not be billed under the terms of the contract until a later date are recorded as an asset captioned “Costs and estimated earnings in excess of billings on uncompleted contracts.” Contracts where billings to date have exceeded recognized revenues are recorded as a liability captioned “Billings in excess of costs and estimated earnings on uncompleted contracts.” Changes to the original estimates may be required during the life of the contract. Estimates are reviewed monthly and the effect of any change in the estimated gross margin percentage for a contract is reflected in cost of sales in the period the change becomes known. The use of the POC method of accounting involves considerable use of estimates in determining revenues, costs and profits and in assigning the amounts to accounting periods. As a result, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash received by us during any reporting period. We continually evaluate all of the issues related to the assumptions, risks and uncertainties inherent with the application of the POC method of accounting; however, we cannot assure you that our estimates will be accurate. If our estimates are not accurate or a contract is terminated, we will be forced to adjust revenue in later periods. Furthermore, even if our estimates are accurate, we may have a shortfall in our cash flow and we may need to borrow money, or seek access to other forms of liquidity, to fund our work in process or to pay taxes until the reported earnings materialize as actual cash receipts.

When adjustments are required for the estimated total revenue on a contract, these changes are recognized with an inception-to-date effect in the current period. Also, when estimates of total costs to be incurred exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Revenue

Revenue for the three months ended September 30, 2017 was $20,706,460 compared to $22,110,829 for the same period last year, a decrease of $1,404,369 or 6.4%. This decrease is predominantly the result of a normal cyclical decrease in revenue on the Company’s E-2D program.

Revenue for the nine months ended September 30, 2017 was $57,471,112 compared to $57,061,826 for the same period last year, an increase of $409,286 or 0.7%.

During the three months ended March 31, 2016, the Company had information that the United States Air Force ("USAF") was intending to increase the number of ship sets on order for the A-10. An increase in the number of ship sets on order would improve the Company’s estimated gross margin on the overall program.

In April 2016, the Company became aware that the USAF had reevaluated its position and as such had deferred any decision regarding increasing the orders on the A-10 program. These changes in position by the USAF were supported by communications from Boeing, the Company’s customer.

Based on the above facts, the Company believed that it was not probable that there would be any future orders on the A-10 beyond the 173 currently on order. As a result of the information that management became aware of in April 2016, for the quarter ended March 31, 2016 the Company estimated that the A-10 program would run through the conclusion of its current purchase order with Boeing at ship set number 173. The change in estimate resulted in a reduction of revenue of approximately $8.9 million in the quarter ended March 31, 2016.

In addition to the change in estimate adjustment to revenue in the quarter ended March 31, 2016, which caused military revenue to be unusually low in that year, military revenue in 2017 increased by approximately $10.0 million.

Revenue from commercial subcontracts was $21,485,354 for the nine months ended September 30, 2017 compared to $31,170,895 for the nine months ended September 30, 2016, a decrease of $9,685,541 or 31.1%. The decrease in revenue is the result of an approximate $4.9 million decrease in revenue on our Embraer Phenom 300 program, as production rates have declined and a $3.8 million decrease in revenue on our G650 program.

Inflation historically has not had a material effect on our operations.

Cost of sales

Cost of sales for the three months ended September 30, 2017 and 2016 was $15,794,024 and $17,086,461, respectively, a decrease of $1,292,437 or 7.6%, This decrease is the result of the comparable decline in revenue.

Cost of sales for the nine months ended September 30, 2017 and 2016 was $44,337,414 and $58,642,561, respectively, a decrease of $14,305,147 or 24.4%. The provision for contract losses, as well as lower rate production on our E-2D, Phenom 300 and Embraer programs, all described above, have resulted in lower cost of sales.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

The components of the cost of sales were as follows:

	Three months ended						Nine months ended
	September 30, 2017			September 30, 2016			September 30, 2017			September 30, 2016
Procurement	$	10,709,002		$	12,767,192		$	28,613,115		$	39,000,097
Labor		1,666,176			1,950,312			5,252,745			6,280,722
Factory overhead		3,616,974			3,996,607			11,404,680			11,984,948
Other contract costs		(198,128	)		(1,627,650	)		(933,126	)		1,376,794

Cost of Sales	$	15,794,024		$	17,086,461		$	44,337,414		$	58,642,561

Other contract costs (credit) for the nine months ended September 30, 2017 were $(933,126) compared to $1,376,794, a decrease of $2,309,920. Other contract costs (credit) for the three months ended September 30, 2017 were $(198,128) compared to $(1,627,650), an increase of $1,429,522. Other contract costs relate to expenses recognized for changes in estimates and expenses predominately associated with loss contracts. Other contract costs are comprised predominantly of charges related to the change in estimate on the A-10 program in 2016. In the nine months ended September 30, 2017, other contract costs are a credit, as we have incurred actual expenses on our A-10 program that had been previously recognized as part of the change in estimate charge.

Procurement for the nine months ended September 30, 2017 was $28,613,115 compared to $39,000,097, a decrease of $10,386,982 or 26.6%. Procurement for the three months ended September 30, 2017 was $10,709,002 compared to $12,767,192, a decrease of $2,058,190 or 16.1%. This decrease is a result of a $5.0 million decrease in procurement on our E-2D program, as we are shipping parts from stock and lowering inventory on this program, as well as an approximately $5.8 million decrease in procurement on the commercial programs described above.

Labor costs for the nine months ended September 30, 2017 were $5,252,745 compared to $6,280,722, a decrease of $1,027,977 or 16.4%. The decrease is the result of an approximate $322,000 decrease in the commercial programs described above, as well as a $705,000 decrease in military programs. Labor costs for the three months ended September 30, 2017 were $1,666,176 compared to $1,950,312, a decrease of $284,135 or 14.6%.

Factory overhead for the nine months ended September 30, 2017 was $11,404,680 compared to $11,984,948, a decrease of $580,268 or 4.8%. Factory overhead for the three months ended September 30, 2017 was $3,616,974 compared to $3,996,607, a decrease of $379,633 or 9.5%.

Gross Profit (Loss)

Gross profit (loss) for the nine months ended September 30, 2017 was a profit of $13,133,698 compared to a loss of $1,580,735 for the nine months ended September 30, 2016, an increase of $14,714,433, predominately the result of the change in estimate on the A-10 program.

Gross profit for the three months ended September 30, 2017 was $4,912,436 compared to $5,024,368 for the three months ended September 30, 2016, a decrease of $111,932 predominately the result of lower volume, as described above.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Favorable/Unfavorable Adjustments to Gross Profit (Loss)

During the nine months ended September 30, 2017 and 2016, circumstances required that we make changes in estimates to various contracts. Such changes in estimates resulted in decreases in total gross profit as follows:

	Nine months ended
	September 30, 2017			September 30, 2016
Favorable adjustments	$	381,000		$	235,000
Unfavorable adjustments		(2,065.000	)		(1,862,000	)
Net adjustments	$	(1,684,000	)	$	(1,627,000	)

During the nine months ended September 30, 2017, we had three contracts which had approximately $910,000, $506,000 and $436,000 of unfavorable adjustments caused by changing estimates on a long-term program; we are working with the customer to agree to contract extensions and expect to have to decrease our selling price. Additionally, we had one contract that had a gap in production, as well as a smaller than expected order quantity. The gap in production and low quantity has resulted in an unfavorable adjustment of approximately $508,000. There were no other material changes favorable or unfavorable during the nine months ended September 30, 2017.

During the nine months ended September 30, 2016, we had one contract which had approximately $270,000 of an unfavorable adjustment caused by excess labor and procurement costs due to difficulty in the manufacturing process. In addition, we had an approximate $354,000 unfavorable adjustment on one contract that was canceled by the government. Also, we had four contracts that each had between $140,000 and $245,000 (cumulatively $890,000) of unfavorable adjustments caused by excess labor costs incurred. No other individual favorable or unfavorable changes in estimates for the nine months ended September 30, 2016 were material.

In addition to the above mentioned unfavorable adjustments, in 2016 we had the unfavorable adjustment of approximately $13.5 million related to the A-10 program described previously.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2017 were $2,044,304 compared to $2,014,147 for the three months ended September 30, 2016, an increase of $30,157 or 1.5%. This change was predominately the result of an increase of $150,000 in accrued bonuses and an increase of $150,000 in bad debt expense, offset by a decrease of approximately $147,000 in professional fees, a decrease of $90,000 in salaries and a decrease of $56,000 in marketing.

Selling, general and administrative expenses for the nine months ended September 30, 2017 were $6,210,380 compared to $6,603,321 for the nine months ended September 30, 2016, a decrease of $392,941 or 6.0%. This decrease was predominately the result of an approximately $456,000 decrease in professional fees because of the extended audit CPI had in 2016 and an approximately $246,000 decrease in loss on unrealized receivables, offset by an increase in salaries of $83,000 and an increase in accrued bonuses of $300,000.

Income (Loss) Before Provision for (Benefit from) Income Taxes

Income before provision for income taxes for the three months ended September 30, 2017 was $2,465,513 compared to $2,672,065 for the same period last year, a decrease of $206,552. Income before provision for income taxes for the nine months ended September 30, 2017 was $5,664,461 compared to loss before benefit from income taxes of $9,121,579 for the same period last year, an increase of $14,786,040, predominately the result of the change in estimate on the A-10 program.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Provision for (Benefit from) Income Taxes

Provision for income taxes was $770,000 and $1,954,000 for the three and nine months ended September 30, 2017, compared to provision for income taxes of $986,000 for the three months ended September 30, 2016 and a benefit from income taxes of $3,378,000 for the nine months ended September 30, 2016. The effective tax rate at September 30, 2017 was 35%. The benefit from income taxes recognized in the nine months ended September 30, 2016, resulted in the booking of a deferred tax asset. At December 31, 2016, the Company had net operating loss carryforwards of approximately $14.6 million which will expire in 2031. Our historical tax rates have been below the federal statutory rate because of the effect of permanent differences between book and tax deductions, predominately the R&D tax credit and the domestic production activity deduction.

Net Income (Loss)

Net income for the three months ended September 30, 2017 was $1,695,513 or $0.19 per basic share, compared to $1,686,065 or $0.19 per basic share for the same period last year. Net income for the nine months ended September 30, 2017 was $3,710,461 or $0.42 per basic share, compared to a loss of $5,743,579 or $0.67 per basic share for the same period last year. Diluted income per share was $0.19 for the three months ended September 30, 2017 calculated utilizing 8,872,810 weighted average shares outstanding. Diluted income per share for the nine months ended September 30, 2017 was $0.42, calculated utilizing 8,841,397 average shares outstanding as adjusted for the dilutive effect of outstanding stock options and RSUs. Diluted income per share for the three months ended September 30, 2016 was $0.19, calculated utilizing 8,692,420 average shares outstanding as adjusted for the dilutive effect of outstanding stock options and RSUs. Basic and diluted income per share for the nine months ended September 30, 2016 were the same as effects of outstanding options would be anti-dilutive.

Liquidity and Capital Resources

General

At September 30, 2017, we had working capital of $75,782,789 compared to $70,595,485 at December 31, 2016, an increase of $5,187,304 or 7.3%.

Cash Flow

A large portion of our cash flow is used to pay for materials and processing costs associated with contracts that are in process and which do not provide for progress payments. Costs for which we are not able to bill on a progress basis are components of “Costs and estimated earnings in excess of billings on uncompleted contracts” on our condensed balance sheets and represent the aggregate costs and related earnings for uncompleted contracts for which the customer has not yet been billed. These costs and earnings are recovered upon shipment of products and presentation of billings in accordance with contract terms.

Because the POC method of accounting requires us to use estimates in determining revenue, costs and profits and in assigning the amounts to accounting periods, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash that we receive during any reporting period. Accordingly, it is possible that we may have a shortfall in our cash flow and may need to borrow money, or to raise additional capital, until the reported earnings materialize into actual cash receipts.

At September 30, 2017, we had a cash balance of $711,083 compared to $1,039,586 at December 31, 2016.

Our costs and estimated earnings in excess of billings increased by approximately $8.8 million during the nine months ended September 30, 2017.

Several of our programs require us to expend up-front costs that may have to be amortized over a portion of production units. In the case of significant program delays and/or program cancellations, we could be required to bear impairment charges, which may be material, for costs that are not recoverable. Such charges and the loss of up-front costs could have a material impact on our liquidity.

We continue to work to obtain better payment terms with our customers, including accelerated progress payment arrangements, as well as exploring alternative funding sources.

We believe that our existing resources, together with the availability under our credit facility, will be sufficient to meet our current working capital needs for at least 12 months from the date of the filing of our Form 10-Q.

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

Credit Facilities

Credit Agreement and Term Loan

On March 24, 2016, the Company entered into a Credit Agreement with Bank United, N.A. as the sole arranger, administrative agent and collateral agent and Citzens Bank, N.A. (the “BankUnited Facility”). The BankUnited Facility provides for a revolving credit loan commitment of $30 million (the “Revolving Loan”) and a $10 million term loan (“Term Loan”). The proceeds of the BankUnited Facility were used to pay off all amounts outstanding under the Santander Term Loan and the Revolving Facility. The Revolving Loan bears interest at a rate based upon a pricing grid, as defined in the agreement.

As of March 31, 2016, the Company was not in compliance with the net profit, Debt Service Coverage, and Leverage Coverage Ratio financial covenants contained in the BankUnited Facility, which non-compliance was waived (the “Waiver”) by the banks. On May 9, 2016 the Company entered into an amendment (the “Amendment”) to the BankUnited Facility which, among other things, provided for the Waiver. In addition, the Amendment changes the definition of EBITDA for the Leverage Coverage Ratio Covenant for the remainder of 2016 and changes the maximum leverage ratio from 3 to 1 to 3.5 to 1 for the quarters ended June 30, 2016 and September 30, 2016. Also, the Amendment increased the interest rate on the BankUnited Facility by 50 basis points and requires the repayment of a portion of the Term Loan if and to the extent that the Company receives any contract reimbursement payments from its current Request for Equitable Adjustment with Boeing on the A-10 program.

As of September 30, 2017, the Company had $23.4 million outstanding under the Revolving Loan bearing interest at 4.75%.

The BankUnited Revolving Facility is secured by all of our assets.

The Term Loan had an initial amount of $10 million, payable in monthly installments, as defined in the agreement, which matures on March 31, 2019. The maturities of the Term Loan are included in the maturities of long-term debt.

On March 9, 2012, the Company obtained a $4.5 million term loan from Santander to be amortized over five years (the “Santander Term Facility”). Santander Term Facility was used to purchase tooling and equipment for new programs.

The Santander interest swap agreement was terminated and the Santander Term Facility paid off on March 24, 2016 using the proceeds of the BankUnited Facility.

Contractual Obligations

For information concerning our contractual obligations, see “Contractual Obligations” under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended December 31, 2016.

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

Management does not believe that there is any material market risk exposure with respect to derivative or other financial instruments that would require disclosure under this item.

Item 4 – Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management has established disclosure controls and procedures designed to ensure that information it is required to disclose in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within time periods specified in the Securities and Exchange Commission rules and forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information the Company is required to disclose in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.

Based on an evaluation of the Company’s disclosure controls and procedures as of September 30, 2017 made by management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) were effective as of September 30, 2017.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended September 30, 2017 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.

Part II: Other Information

Item 1 – Legal Proceedings

None.

Item 1A – Risk Factors

Material risks related to our business, financial condition and results of operations are disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 8, 2017. There have been no material changes to such risk factors. The risk factors disclosed in our Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.

Changes in accounting standards could affect our reported financial results.

New accounting standards or pronouncements that may become applicable to our Company from time to time, or changes in the interpretation of existing standards and pronouncements, could have a significant effect on our reported financial results for the affected periods.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

There have been no sales of unregistered equity securities for the nine months ended September 30, 2017.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

Not applicable.

Item 5 – Other Information

None.

Item 6 – Exhibits

Exhibit 31.1	Section 302 Certification by Chief Executive Officer and President
Exhibit 31.2	Section 302 Certification by Chief Financial Officer (Principal Accounting Officer)
Exhibit 32	Section 906 Certification by Chief Executive Officer and Chief Financial Officer
Exhibit 101	The following financial information from CPI Aerostructures, Inc. Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations and Comprehensive Income (Loss), (iii) the Condensed Statements of Shareholders’ Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Notes to the Condensed Financial Statements

SIGNATURES

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 thereunto duly authorized.

		CPI AEROSTRUCTURES, INC.



Dated: November 9, 2017	By.	/s/ Douglas J. McCrosson
		Douglas J. McCrosson
		Chief Executive Officer and President



Dated: November 9, 2017	By.	/s/ Vincent Palazzolo
		Vincent Palazzolo
		Chief Financial Officer (Principal Accounting Officer)

New York	11-2520310
(State or other jurisdiction	(IRS Employer Identification Number)
of incorporation or organization)

91 Heartland Blvd., Edgewood, NY	11717
(Address of principal executive offices)	(zip code)

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
(Do not check if a smaller reporting company)	Emerging growth company ☐

	September 30,			December 31,
	2017			2016
	(Unaudited)			(Note 1)
ASSETS
Current Assets:
Cash	$	711,083		$	1,039,586
Accounts receivable, net of allowance for doubtful accounts of $150,000 as of September 30, 2017 and $535,514 as of December 31, 2016		4,743,596			8,514,613
Costs and estimated earnings in excess of billings on uncompleted contracts		108,377,905			99,578,526
Prepaid expenses and other current assets		2,470,845			2,155,481

Total current assets		116,303,429			111,288,206

Property and equipment, net		2,016,774			2,298,610
Deferred income taxes, net		2,143,216			3,952,598
Other assets		204,348			252,481
Total Assets	$	120,667,767		$	117,791,895

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Accounts payable	$	13,170,829		$	14,027,457
Accrued expenses		1,347,789			1,386,147
Billings in excess of costs and estimated earnings on uncompleted contracts		413,004			115,337
Current portion of long-term debt		1,863,711			1,341,924
Contract loss		280,622			1,377,171
Line of credit		23,438,685			22,438,685
Income tax payable		6,000			6,000

Total current liabilities		40,520,640			40,692,721

Long-term debt, net of current portion		7,433,937			8,860,724
Other liabilities		607,833			632,744

Total Liabilities		48,562,410			50,186,189

Shareholders’ Equity:
Common stock - $.001 par value; authorized 50,000,000 shares, 8,846,817 and 8,739,836 shares, respectively, issued and outstanding		8,847			8,738
Additional paid-in capital		53,612,131			52,824,950
Retained earnings		18,491,479			14,781,018
Accumulated other comprehensive loss		(7,100	)		(9,000	)

Total Shareholders’ Equity		72,105,357			67,605,706
Total Liabilities and Shareholders’ Equity	$	120,667,767		$	117,791,895

	Common Stock Shares		Amount		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Loss			Total Shareholders’ Equity
Balance at January 1, 2016		8,583,511	$	8,584	$	52,137,384	$	18,389,594		$	(3,453	)	$	70,532,109
Net loss		—		—		—		(5,743,579	)		—			(5,743,579	)
Loss on settlement and reclassification into earnings		—		—		—		—			3,453			3,453
Change in unrealized loss from interest rate swap		—		—		—		—			(48,000	)		(48,000	)
Stock-based compensation expense		139,058		138		564,455		—			—			564,593
Balance at September 30, 2016		8,722,569	$	8,722	$	52,701,839	$	12,646,015		$	(48,000	)	$	65,308,576

Balance at January 1, 2017		8,739,836	$	8,738	$	52,824,950	$	14,781,018		$	(9,000	)	$	67,605,706
Net income		—		—		—		3,710,461			—			3,710,461
Change in unrealized loss from interest rate swap		—		—		—		—			1,900			1,900
Stock-based compensation expense		106,981		109		787,181		—			—			787,290
Balance at September 30, 2017		8,846,817	$	8,847	$	53,612,131	$	18,491,479		$	(7,100	)	$	72,105,357

For the Nine Months Ended September 30,	2017			2016
Cash flows from operating activities:
Net income (loss)	$	3,710,461		$	(5,743,579	)
Adjustments to reconcile net income (loss) to net
cash used in operating activities:
Depreciation and amortization		459,261			555,308
Debt issue costs		48,133			—
Deferred rent		(22,525	)		6,177
Loss on disposal of fixed asset		21,010			—
Stock-based compensation		787,290			564,593
Bad debt expense		150,000			395,748
Deferred income taxes		1,802,128			(3,461,000	)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		3,621,017			(1,734,738	)
(Increase) decrease in costs and estimated earnings in excess of billings on uncompleted contracts		(8,799,379	)		6,878,561
Increase in prepaid expenses and other assets		(299,317	)		(1,589,903	)
Decrease in accounts payable and accrued expenses		(888,218	)		(4,658,005	)
Increase in billings in excess of costs and estimated earnings on uncompleted contracts		297,667			655,308
Increase (decrease) in accrued losses on uncompleted contracts		(1,096,549	)		1,482,771
Decrease in income taxes payable		—			(164,124	)

Net cash used in operating activities		(209,021	)		(6,812,883	)

Cash flows used in investing activities:
Purchase of property and equipment		(240,916	)		(93,754	)
Proceeds from sale of fixed asset		42,480			—

Net cash used in investing activities		(198,436	)		(93,754	)

Cash flows from financing activities:
Payments on long-term debt		(921,046	)		(1,514,899	)
Proceeds from long-term debt		—			10,000,000
Proceeds from line of credit		3,000,000			28,638,685
Payments on line of credit		(2,000,000	)		(30,400,000	)
Debt issue costs paid		—			(153,855	)

Net cash provided by financing activities		78,954			6,569,931

Net decrease in cash		(328,503	)		(336,706	)
Cash at beginning of period		1,039,586			1,002,023

Cash at end of period	$	711,083		$	665,317
Supplemental disclosures of cash flow information:
Noncash investing and financing activities:

Equipment acquired under capital lease	$	—		$	465,472

Cash paid during the period for:
Interest	$	1,172,964		$	806,277
Income taxes	$	144,614		$	260,027

Item 1 – Condensed Financial Statements

Condensed Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016	3

Condensed Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months ended September 30, 2017 (Unaudited) and 2016 (Unaudited)	4

Condensed Statements of Shareholders’ Equity for the Nine Months ended September 30, 2017 (Unaudited) and 2016 (Unaudited)	5

Condensed Statements of Cash Flows for the Nine Months ended September 30, 2017 (Unaudited) and 2016 (Unaudited)	6

Notes to Condensed Financial Statements (Unaudited)	7

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3 – Quantitative and Qualitative Disclosures About Market Risk	23

Item 4 – Controls and Procedures	23

Part II - Other Information

Item 1 – Legal Proceedings	24

Item 1A – Risk Factors	24

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3 – Defaults Upon Senior Securities	24

Item 4 – Mine Safety Disclosures	24

Item 5 – Other Information	24

Item 6 – Exhibits	24

Signatures	25

Exhibits

	For the Three Months Ended					For the Nine Months Ended
	September 30,					September 30,
	2017			2016		2017		2016
	(Unaudited)					(Unaudited)
Revenue	$	20,706,460		$	22,110,829	$	57,471,112	$	57,061,826
Cost of sales		15,794,024			17,086,461		44,337,414		58,642,561

Gross profit (loss)		4,912,436			5,024,368		13,133,698		(1,580,735	)
Selling, general and administrative expenses		2,044,304			2,014,147		6,210,380		6,603,321
Income (loss) from operations		2,868,132			3,010,221		6,923,318		(8,184,056	)
Interest expense		402,619			338,156		1,258,857		937,523
Income (loss) before provision for (benefit from) income taxes		2,465,513			2,672,065		5,664,461		(9,121,579	)

Provision for (benefit from) income taxes		770,000			986,000		1,954,000		(3,378,000	)

Net income (loss)		1,695,513			1,686,065		3,710,461		(5,743,579	)

Other comprehensive income (loss) net of tax – Change in unrealized gain (loss) interest rate swap		(2,300	)		25,936		1,900		(44,547	)

Comprehensive income (loss)	$	1,693,213		$	1,712,001	$	3,712,361	$	(5,788,126	)


Income (loss) per common share – basic	$	0.19		$	0.19	$	0.42	$	(0.67	)

Income (loss) per common share – diluted	$	0.19		$	0.19	$	0.42	$	(0.67	)

Shares used in computing income (loss) per common share:
Basic		8,846,507			8,678,608		8,820,379		8,628,716
Diluted		8,872,810			8,692,420		8,841,397		8,628,716