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 10, 2019

CPI AEROSTRUCTURES, INC.

(Exact Name of Registrant as Specified in Charter)

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

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

Registrant’s telephone number, including area code: (631) 586-5200

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐     

Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	CVU	NYSE American

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 a.m. ET on May 10, 2019 to discuss the Registrant’s financial results for the quarter ended March 31, 2019 and recent corporate developments.

The information furnished under this Item 2.02, including the exhibits related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Regulation FD Disclosure.

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

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.	Description
99.1	Slide Presentation, dated May 10, 2019.

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 10, 2019	CPI AEROSTRUCTURES, INC.
	By:	/s/ Vincent Palazzolo
		Vincent Palazzolo
		Chief Financial Officer

EX-99.1

CPI AEROSTRUCTURES, INC. 8-K

Exhibit 99.1

Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 1 Click to edit Master title style Expertise in Aerospace Technologies Expertise in Aerospace Technologies 2019 Q1 Results Presentation Speakers: Douglas McCrosson, President & Chief Executive Officer Vincent Palazzolo, Chief Financial Officer May 10, 2019 NYSE American : CVU

2 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 2 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, the ability to manage growth and integrate acquired operations 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 April 1 , 2019 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 . Disclosure Statements

Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 3 3 Recent Highlights Douglas McCrosso n President & Chief Executive Officer

Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 4 4 First Quarter 2019 Highlights 1. Strong start to the year 2. Strong book - to - bill 3. Executed on strategic priorities • Book - to - bill of 2.0 • Consolidated shipping backlog up ~14% to $134 million • Completed consolidation of Welding Metallurgy into CPI Aero facility on schedule • New program starts on plan • Revenue up ~41% • Gross profit up ~35% • Net income up ~31%

5 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 5 Backlog Consolidated Backlog at 03/31/2019: $452.9 Million Defense Backlog: $384.0 Million, Up 73% since mid - 2014 $ 384.0M $ 68.9M Defense Commercial Defense 84% / Commercial 16% 2Q 2014 – 1Q 2019 $ 85.7M $ 367.2M Funded Unfunded Unfunded backlog represents remaining potential value of long term agreements Funded 19% / Unfunded 81% $ 68.9M $ 384.0M $ 452.9M $50 $150 $250 $350 $450 Q2'14 Q4' 15 Q2'15 Q4'15 Q2'16 Q4'16 Q2'17 Q4'17 Q2'18 Q4'18 Backlog (Defense/Commercial) Commercial Defense Total Backlog $410.3 M $234.2 M $176.1 M

Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 6 Driven by Renewed Strength in Defense Budget Presence on prominent defense programs with strong funding Defense market focus yielding large, diversified, and growing backlog Sikorsky UH - 60M Fuel Panel & Gunner Windows Lockheed Martin F - 35 Lightning II Drive Shaft NGC Japan E - 2D Hawkeye Bell / Textron AH - 1Z Viper Raytheon Next Generation Jammer Mid - Band Unidentified Missile Platform $ 29.2M $15.8M $25.0 – 30.0M $18.6M $170.0M+ $ Undisclosed Announced July & September 2017 Contract Period 2018 – 2022 Announced November 2017 Contract Period 2018 – 2022 Announced Jan. 2016/Feb. 2018 Contract Period 2016 – 2019 Announced Jan. 2017/March 2018 Contract Period 2017 – 2021 Announced July 2016/August 2018 Contract Period 2016 – 2030 Announced October 2018 Contract Period 2019 – 2020 Unidentified Sikorsky Helicopter NGC E - 2D Advanced Hawkeye – Follow On Lockheed Martin F - 35 Lightning II Lock Assys. Raytheon SEASPRARROW Missile System Lockheed Martin F - 16V $1.0M (approx.) $47.5M (potential) $10.6M $5.0 M $20+ M Announced October 2018 Contract Period 2019 – 2020 Announced October 2018 Contract Period 2018 – 2024 Announced July 2015/Dec. 2018 Contract Period 2015 – 2024 Announced Legacy WMI Contract Period 2018 - 2019 Announced February 2019 Contract Period 2019 - 2024

Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 7 7 Vincent Palazzolo Chief Financial Officer 1Q 2019 Financial Highlights

8 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 8 Recent Financial Highlights For the Three Months Ended March 31, 2019 2018 (Unaudited) (Unaudited) Revenue $25.6 $18.2 Cost of sales 20.2 14.1 Gross profit 5.4 4.0 Selling, general and administrative expenses 2.8 2.0 Income from operations 2.6 2.0 Income before provision for income taxes 2.1 1.6 Net income 1.7 $1.3 Income per common share – diluted * $0.14 $0.14 *On a higher number of shares: 11,792,818 versus 8,940,385

9 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 9 ($ in Millions, except per share value) Balance Sheet Highlights As of March 31, 2019 Cash and Restricted Cash $2.6 Contract Assets 120.7 Total Debt 29.8 Shareholders’ Equity 95.3 Book Value, per share 8.12 Debit - to - Capital 0.31 Liquidity • $40 million, 3 - year senior debt facility − $10 million term loan − $30 million revolving line - of - credit • Approximately $ 6.3 million available under credit facility as of March 31, 2019

10 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 10 • $98.0M – $102.0M Revenue • $11.0M – $11.3M Pre - tax Income • $3.5M+ Cash Flow from Operations • 20% – 22% Effective Tax Rate 2019 Financial Guidance

11 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 11 Looking Ahead Douglas McCrosso n President & Chief Executive Officer

12 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 12 Bid Pipeline (04/29/19) Virtually all proposals are at the Prime Contractor (12%) or Tier 1 level (85%) Defense Remains Strong and Augmented by New Bizjet Bids Continued Diversification Across Product Categories 88% 12% Defense Commerical 16% 4% 48% 32% Kitting MRO Aerostructures Aerosystems

13 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 13 Near - Term Program Opportunities KITTING & SUPPLY CHAIN MANAGEMENT AEROSTRUCTURES • T - 38 Trainer Upgrades • Wet Outer Wing Panel Kits for Japanese E - 2D Advanced Hawkeye • A - 10 Wing Replacement Program (WRP) • Various Black Hawk Components / Structural Repairs • F - 16 Aircraft Structures • International Light Attack Fixed Wing Aircraft • Unmanned Aerial Systems • Business Aircraft Wing Structural Subassemblies • Reconnaissance Pods • Electronic Warfare Pods • Advanced Antenna System Structural Housing • Electronic Racks & Step Assemblies • Door Lock Assemblies • Missile sub - assemblies • Infra - red suppression systems AEROSYSTEMS • SEASPARROW missile control electronics • Various welded structures on E - 2D Advanced Hawkeye, including the aerial refueling probe WELDING METALLURGY WMI

Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 14 ‘08 ‘09 ’10 ’11 ’12 ’13 ‘14 ‘15 ‘16 ‘17 ‘18 ‘19 ‘20 ‘21 ‘22 ‘23 ‘24 ‘25 Large and Diversified Backlog Drives Strong Visibility Defense Commercial Potential to collectively generate revenue of $ 452.9* million during the remaining periods of performance Long contract periods of performance provide exceptional revenue visibility beyond 2022 Next Generation Jammer Increment 1 Pod T - 38C Talon Trainer * At 03/31/19 E - 2D Advanced Hawkeye (Multi - Year 2) Sikorsky/Unnamed Helicopter Platform** New Customer/Missile Wing** E175 - E2 HondaJet Phenom 300 F - 35 Locks UH - 60 Black Hawk MH - 53E Sea Dragon F - 35 Drive Shaft S - 92 AH - 1Z Viper F - 16 Gulfstream G650 E - 2D & C - 2A (Multi - Year 1) Japan E - 2D Cessna Citation X+ CH - 148 F - 16V Structural Assemblies

Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 15 15 Q&A Session Douglas McCrosso n President & Chief Executive Officer

16 Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations Information contained herein is proprietary to CPI Aero and may be subject to ITAR regulations 16 Thank You CPI Aerostructures Vincent Palazzolo, Chief Financial Officer (631) 586 - 5200 www.cpiaero.com