CPI Aerostructures Annual Report 2014

Plain-text annual report

2 0 1 4 A N N U A L R E P O R T O U R C O M P A N Y O U R M I S S I O N CPI Aerosturctures, Inc. (“CPI Aero”) is engaged in the con- Our mission is to exceed the expectations of our customers tract production of structural aircraft parts principally for the by manufacturing the highest quality aerospace structural U.S. Air Force and other branches of the U.S. armed forces, products while providing a low risk, collaborative and either as a prime contractor or as a subcontractor for other completely satisfying customer experience. As a result, we defense prime contractors. CPI Aero also acts as a subcon- will be able to grow our business with existing customers, tractor to prime aircraft manufacturers in the production earn the trust of new customers, generate sustainable cash of commercial aircraft parts. CPI Aero has over 35 years of flow, improve the lives of our employees and their families aerospace manufacturing experience. Our competitive ad- and increase the value of the corporation. vantage lies in our ability to offer large contractor capabilities with the flexibility and responsiveness of a small company, while staying competitive in cost and delivering superior quality products. C O M P A R I S O N O F 5 Y E A R C U M U L A T I V E T O T A L R E T U R N * $300 260 220 180 140 100 $180 150 120 90 60 30 0 12/09 12/10 12/11 12/12 12/13 12/14 CPI Aerostructures, Inc. Russell MicroCap S&P 600 Aerospace & Defense *$100 invested on 12/31/09 in stock or index, including reinvestment of dividends. Fiscal year ending December 31. Copyright© 2015 Russell Investment Group. All rights reserved. Copyright© 2015 S&P, a division of The McGraw-Hill Companies Inc. All rights reserved. 12/07 12/08 12/09 12/10 12/11 12/12 CPI Aerostructures, Inc. Russell MicroCap S&P 600 Aerospace & Defense 2 0 1 4 H I G H L I G H T S • Ended 2014 with funded backlog of $120.6 million, • 2014 commercial revenue of $36.9 million, up 37.6% up $10.2 million for the year as compared to 2013 commercial revenue • In 2014, received $92.9 million in new contract awards • 2015 guidance: record revenue of $92.0 million - for commercial and defense programs $102.0 million; net income of $7.2 million - $8.0 million • 2014 year-end results included a one-time, non-cash • In 2015, expects to realize approximately $9 million in charge related to the A-10 Wing Replacement Program tax refund and over $5 million in tax loss carry forwards related to the A-10 WRP TO OUR SHAREHOLDERS: In this letter I will address our Looking beyond 2015, we see continued strength in pro- performance in 2014, our expectations for 2015 and our duction rates of our business jet programs, steady produc- outlook over the longer-term. I am proud to report that tion on our more mature programs and exciting opportuni- despite the challenges related to military budget cuts, in ties in new programs we are targeting for both the defense many respects 2014 was a year of significant accomplish- and commercial markets. ments which have positioned CPI Aero for a great future. Defense Market: Challenges and Opportunities 2014 Results and Expectations for 2015 and Beyond Despite military budget cuts, the defense market has been We ended 2014 with a large backlog of over $404 million and will continue to be an integral part of our business. (of which over $120 million is funded), new contract awards The Defense market remains an incredibly large market of approximately $93 million and a significant bid pipeline with great potential in certain segments. We are targeting with over 70% for Tier 1 level work and several bids for programs with long-term opportunities- mainly programs large commercial airliners. Our top and bottom lines for for national security platforms for which we already provide 2014 were affected by a one-time, non-cash $44.7 million products or for new programs well supported in the DOD’s adjustment to revenue and $31.4 million adjustment to net budget plans. income, related to revised estimates of a significantly short- er life and lower production quantity A-10 Wing Replace- As a result of our efforts, we recently received three ment Program (WRP). However, we expect to generate the defense-related program awards: a $53.5 million contract highest revenue in our history in 2015. from the Defense Logistics Agency to provide structural 2015 revenue is expected to be in the range of $92.0 mil- craft maintenance, repair and overhaul (MRO) operations, lion to $102.0 million, with performance for the second a $49 million contract for the T-38 Pacer Classic II program half of the year to be much stronger than the first half due and an $86.1 million contract from Northrop Grumman to the timing of delivery orders associated with several Corporation for Outer Wing Panel (OWP) kits for the E-2D recently announced major programs. Gross margin will Advanced Hawkeye. These recent wins added over $188 wing components and logistical support for global F-16 air- continue to be affected by the A-10 WRP and is expected million in backlog until 2022. to be in the range of 19.0% to 21.0%, lower than our his- torical margin. In 2015, we expect to generate net income Going forward, we see growth in the near-term for our in the range of $7.2 million to $8.0 million. Also due to the military helicopter and our Intelligence, Surveillance, and recovery of previously paid income taxes and the use of tax Reconnaissance pod business segments. Furthermore, we loss carry forwards related to our A-10 WRP, our cash flow are pursuing work on other high-priority weapons systems for 2015 is expected to be between $13 million and such as the F-35 and CH-53K and we continue to see an $15 million. increasing demand from Sikorsky for our Maintenance, Repair, and Overhaul services. Douglas McCrosson Chief Executive Officer and President Eric Rosenfeld Chairman of the Board of Directors Commercial Programs Commercial programs remain an important segment expect to receive in 2015, to further invest in new and advanced technologies and facility improvements and of our business as well and we will continue to increase for providing continued skills training programs to our efforts to further diversify our customer base and ensure our workers are the best trained and best pre- programs within this market. Going forward, commer- pared in the industry. cial programs are expected to generate a higher per- centage of total revenue and our intention is to work toward having about 40% of our revenue derived from commercial aircraft. Currently, all of our non-military programs are within business jets and civilian helicopters but we are bid- ding for work on many current and future business and regional jet aircraft including offerings from Cessna, Gulfstream, Embraer, and Bombardier. Also, we have submitted a number of proposals for large commercial aircraft at the Tier 2 level for structure on a variety of recently introduced large commercial airliners, includ- ing the Boeing 787. . Expanding Our Capabilities Looking Ahead On behalf of the Board of Directors and the entire man- agement team, we would like to thank our customers, employees and shareholders for their continued support and dedication. Looking back at everything we have accomplished over the last few years and the opportunities ahead of us, we couldn’t be more proud and optimistic about the bright future of CPI Aero. Our vision for the future is clear, our strategy is sound and we are well-positioned to con- tinue to deliver best-in-class services and products to our customers, further grow our business and increase shareholder value. Our growth strategy and vision for the future is being Sincerely yours, supported by investments in new automated manu- facturing technologies and production floor software. These investments will increase output, improve quality, and lower production costs which are crucial factors in successfully competing and winning larger and more complex awards for military and commercial programs, in both domestic and international markets. We plan to use a portion of the cash income tax benefit of approxi- mately $14 million related to the A-10 WRP, which we Douglas McCrosson Chief Executive Officer and President Eric Rosenfeld Chairman of the Board of Directors UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ﬁscal year ended December 31, 2014 Commission ﬁle number 1-11398 CPI AEROSTRUCTURES, INC. (Exact name of registrant as speciﬁed in its charter) New York (State or other jurisdiction of incorporation or organization) 11-2520310 (I.R.S. Employer Identiﬁcation No.) 91 Heartland Blvd., Edgewood, New York 11717 (Address of principal executive offices) (631) 586-5200 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of each exchange on which registered Common Stock, $.001 par value NYSE MKT Securities registered pursuant to Section 12(g) of the Act: None the is not the registrant required to ﬁle reports pursuant to Section 13 or Section 15(d) of Indicate by check mark if the registrant is a well-known seasoned issuer, as deﬁned in Rule 405 of the Securities Act. Yes (cid:2) No (cid:3) Indicate by check mark if Act. Yes (cid:2) No (cid:3) 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, and (2) has been subject to such ﬁling requirements for the past 90 days. Yes (cid:3) No (cid:2) 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such ﬁles). Yes (cid:3) No (cid:2) Indicate by check mark if the disclosure of delinquent ﬁlers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in deﬁnitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:3) 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 (check one): Large accelerated ﬁler □ Non-accelerated ﬁler □ (do not check if a smaller reporting company) Accelerated ﬁler (cid:3) Smaller reporting company □ Indicate by check mark whether the registrant is a shell company (as deﬁned in Rule 12-b-2 of the Exchange Act). Yes (cid:2) No (cid:3) As of June 30, 2014 (the last business day of the registrant’s most recently completed second ﬁscal quarter), the aggregate market value of the registrant’s common stock (based on its reported last sale price on the NYSE MKT of $12.67) held by non-affiliates of the registrant was $98,094,700. As of February 27, 2015, the registrant had 8,500,555 common shares, $.001 par value, outstanding. Documents Incorporated by Reference: Part III (Items 10, 11, 12, 13 and 14) from the deﬁnitive Proxy Statement for the 2015 Annual Meeting of Shareholders to be ﬁled with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s ﬁscal year covered by this report. CPI AEROSTRUCTURES, INC. FORM 10-K ANNUAL REPORT TABLE OF CONTENTS PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B UNRESOLVED STAFF COMMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. MINE SAFETY DISCLOSURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES . . . . . . . . . . . . . Item 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. QUANTATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK . . . . . Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . . . . . . . . . . . . . . . Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . . . . . . . . . . . . . . . . . . . Item 9A CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE . . . . . . Item 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS . . . . . . . . . . . . . . . Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES . . . . . . . . . . . . . . . . . . . . . . . . PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES . . . . . . . . . . . . . . . . . . . INDEX TO FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1 7 11 11 11 11 12 12 13 14 19 19 19 20 22 23 23 23 23 23 23 24 28 i [This page intentionally left blank.] PART I Item 1. BUSINESS General CPI Aerostructures, Inc. (‘‘CPI Aero(cid:5)’’ or the ‘‘Company’’) is a United States (‘‘U.S.’’) manufacturer of structural aircraft parts for ﬁxed wing aircraft and helicopters in both the commercial and defense markets. We have also recently expanded our presence in the aerosystems segment of the defense market, with our production of various reconnaissance pod structures and fuel panel systems. 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 and overhaul (‘‘MRO’’) services. Among the key programs that CPI Aero supplies are the E-2D Advanced Hawkeye surveillance aircraft, the the A-10 Thunderbolt attack jet, S-92(cid:5) helicopter, the HondaJet-Advanced Light Jet, the MH-53 and CH-53 variant helicopters, the C-5A Galaxy cargo jet, the F-16 ﬁghter aircraft, the Embraer Phenom 300 light business jet and the New Cessna Citation X+. the UH-60 BLACK HAWK(cid:5) helicopter, the AH-1Z ZULU attack helicopter, the MH-60S mine countermeasure helicopter, the Gulfstream G650, We act as a subcontractor to leading defense prime contractors such as Northrop Grumman Corporation (‘‘NGC’’), The Boeing Company (‘‘Boeing’’), Lockheed Martin Corporation (‘‘Lockheed’’), Sikorsky Aircraft Corporation (‘‘Sikorsky’’) and Bell Helicopter (‘‘Bell’’). 5%, 66% and 63% of our revenue in 2014, 2013 and 2012, respectively, was generated by subcontracts with defense prime contractors. Our 2014 defense subcontractor revenue was signiﬁcantly decreased because of the change in estimate on the A-10 program, described in Management’s Discussion and Analysis of Financial Condition and Results of Operations (‘‘MD&A’’). We also operate as a subcontractor to prime commercial contractors, including Sikorsky, Honda Aircraft in the Company, production of commercial aircraft parts. 93%, 32% and 30% of our revenue in 2014, 2013 and 2012 respectively, was generated by commercial contract sales. (‘‘Embraer’’) and The Triumph Group (‘‘Triumph’’), (‘‘Honda’’), Embraer S.A. Inc. We also perform as a prime contractor supplying aircraft structural parts directly to the U.S. Government. In this role, we have delivered skin panels, leading edges, ﬂight control surfaces, engine components, wing tips, cowl doors, nacelle assemblies and inlet assemblies for military aircraft such as the C-5A cargo jet, the T-38 ‘‘Talon’’ jet trainer, the C-130 ‘‘Hercules’’ cargo jet, the A-10 attack jet, and the F-16. 2%, 2% and 7% of our revenue in 2014, 2013 and 2012 respectively, was generated by prime government contract sales. CPI Aero has over 35 years of experience as a contractor, completing over 2,500 contracts to date. Most members of our management team have held management positions at large aerospace contractors, including NGC, Lockheed and The Fairchild Corporation. Our technical team possesses extensive technical expertise and program management and integration capabilities. Our competitive advantage lies in our ability to offer large contractor capabilities with the ﬂexibility and responsiveness of a small company, while staying competitive in cost and delivering superior quality products. CPI Aero was incorporated under the laws of the State of New York in January 1980 under the name Composite Products International, Inc. CPI Aero changed its name to Consortium of Precision Industries, Inc. in April 1989 and to CPI Aerostructures, Inc. in July 1992. In January 2005, we began doing business under the name CPI Aero(cid:5), a registered trademark of the Company. Our principal office is located at 91 Heartland Blvd., Edgewood, New York 11717 and our telephone number is (631) 586-5200. We maintain a website located at www.cpiaero.com. Our corporate ﬁlings, including our Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and reports ﬁled by our officers and directors under Section 16-(a) of the Securities Exchange Act, and any amendments to those ﬁlings, are available, free of charge, on our website as soon as reasonably practicable after we electronically ﬁle such material with the Securities and Exchange Commission. We do not intend for information contained in our website to be a part of this Annual Report on Form 10-K. 1 Signiﬁcant Contracts Some of our signiﬁcant contracts are as follows: Military Aircraft — Subcontracts with Prime Contractors E-2D ‘‘Hawkeye’’ The NGC E-2 Hawkeye is an all-weather, carrier-based tactical Airborne Early Warning aircraft. The twin turboprop aircraft was designed and developed in the 1950s by Grumman for the United States Navy as a replacement for the E-1 Tracer. The United States Navy aircraft has been progressively updated with the latest variant, the E-2D, ﬁrst ﬂying in 2007. In 2008, we received an initial $7.9 million order from NGC to provide structural kits for the E-2D. We initially valued the long-term agreement at approximately $98 million over an eight-year period, with the potential to be in excess of $195 million over the life of the aircraft program. The cumulative orders we have received on this program through January 2015 exceed $140 million. A-10 ‘‘Thunderbolt’’ The A-10 Thunderbolt II is a single-seat, twin-engine, straight-wing jet aircraft developed by Fairchild-Republic for the United States Air Force to provide close air support of ground forces by attacking tanks, armored vehicles, and other ground targets with a limited air interdiction capability. It is the ﬁrst U.S. Air Force aircraft designed exclusively for close air support. In 2008, we received an initial order of $3.2 million from the Integrated Defense Systems unit of Boeing in support of its $2 billion award to produce up to 242 enhanced wings for the A-10. As of February 2015, we estimate that this contract will be terminated at approximately 130 ship sets valued at approximately $54 million. UH-60 ‘‘BLACK HAWK’’ The UH-60 BLACK HAWK helicopter is the leader in multi-mission-type aircraft. Among the mission conﬁgurations its serves are troop transport, medical evacuation, electronic warfare, attach, assault support and special operations. More than 3,000 BLACK HAWK helicopters are in use today, operating in 29 countries. We have long-term agreements from Sikorsky to manufacture gunner window assemblies, fuel panel assemblies, and perform MRO on stabilators for the BLACK HAWK helicopter for a period of ﬁve years. F-16 ‘‘Fighting Falcon’’ The Lockheed Martin Fighting Falcon is a single-engine multirole ﬁghter aircraft. Originally developed by General Dynamics for the US Air Force (‘‘USAF’’), over 2,900 F-16 aircraft are ﬂown by the USAF and by air forces around the world today. CPI has a contract with United Technologies Aerospace Systems to manufacture pod structures for the DB-110 reconnaissance system, which is used primarily on exported F-16 aircraft. Commercial Aircraft — Subcontracts with Prime Contractors Gulfstream G650 In March 2008, Spirit Aerosystems (‘‘Spirit’’) awarded us a contract to provide leading edges for In December 2014, Spirit transferred its work-scope on this program to Triumph. We will continue to provide leading edges for the G650 as our purchase orders and long term agreement have transferred to Triumph. the Gulfstream G650 business jet, a commercial program that Spirit was supporting. HondaJet(cid:6) advanced light business jet In May 2011 Honda, Inc. awarded us a contract to manufacture engine inlets and ﬂaps and vane assemblies for the HondaJet advanced light business jet. We have received approximately $11.5 million in orders on this program through December 2014. We estimate the potential value of this program to be approximately $70 million. Embraer Phenom 300 In May 2012 Embraer. awarded us a contract to manufacture engine inlets for the Embraer Phenom 300 business jet. We have received approximately $14.8 million in orders on this program through December 2014. We estimate the potential value of the program to be in excess of $40 million. Cessna Citation X In November 2012, Cessna Aircraft Company (‘‘Cessna’’) awarded us a contract to supply structural assemblies, predominately wing spars, for Cessna’s ﬂagship aircraft, the newly-relaunched Cessna Citation X. We have received approximately $13.5 million in orders on this program through December 2014. We estimate the value of the contract, over a seven-year period, to be approximately $41 million. 2 Military Aircraft — Prime Contracts with U.S. Government C-5A ‘‘Galaxy’’ The C-5A Galaxy cargo jet is one of the largest aircraft in the world and can carry a maximum cargo load of 270,000 pounds. Lockheed delivered the ﬁrst C-5A in 1970. The C-5A Galaxy carries fully equipped combat-ready military units to any point in the world on short notice and then provides ﬁeld support to sustain the ﬁghting force. Our ﬁrst C-5A contract was approximately $590,000 of structural spares and was awarded in 1995. In 2004, the Air Force awarded us a seven-year tips other and panels (‘‘TOP’’) contract to build an assortment of parts for the C-5A, including wing tips and panels. The ordering period for the C-5 TOP contract ended in May of 2011. We delivered the last part on this program in February 2015. F-16 ‘‘Fighting Falcon’’ In November 2014, The Defense Logistics Agency (DLA) awarded CPI a multi-year contract to provide structural wing components and logistical support for global F-16 aircraft MRO operations. We estimate the value of the contract, including options, to be approximately $53.5 million. Sales and Marketing We are recognized within the aerospace industry as a Tier 1 or Tier 2 supplier to major aircraft suppliers. Additionally, we may bid for military contracts set aside speciﬁcally for small businesses. We are awarded contracts for our products and services through the process of competitive bidding. This process begins when we ﬁrst learn, formally or otherwise, of a potential contract from a prospective customer and concludes after all negotiations are completed upon award. When preparing our response to a prospective customer for a potential contract, we evaluate the contract requirements and determine and outline the services and products we can provide to fulﬁll the contract at a competitive price. Each contract also beneﬁts from various additional services that we offer, including program management, engineering, and global supply chain program management, which streamlines the vendor management and procurement process and monitors the progress, timing, and quality of component delivery. Our average sales cycle, which generally commences at the time a prospective customer issues a request for proposal and ends upon delivery of the ﬁnal product to the customer, varies widely. Because of the complexities inherent in the aerospace industry, the time from the initial request for proposal to award ranges from as little as a few weeks to several years. Additionally, our contracts have ranged from six months to as long as ten years. Also, repeat and follow-on jobs for current contracts frequently provide additional opportunities with minimal start-up costs and rapid rates to production. Our military customers have included Defense Supply Center Richmond, Wright-Patterson Air Force Base (‘‘AFB’’), Warner Robins AFB, Tinker AFB, NAVICP, Hill AFB and the U.S. Army Redstone Arsenal. Our commercial customers have included NGC, Lockheed, Spirit, Sikorsky, Bell, Boeing Military, Nordam, UTAS, Embraer, Cessna and Honda. The Market Since our founding in 1980 until 2007, our company concentrated on manufacturing small assemblies and structures to prime contractors for use by the U.S. Military. Government-based contracts are subject to the national defense budget and procurement funding decisions which, accordingly, drives demand for our business in that market. Government spending and budgeting for procurement, operations and maintenance are affected not only by military action, but also the related ﬁscal consequences of these actions, as well as the political electoral process. Since 2008, we have widened the scope of our target markets, positioning our company to take advantage of the opportunities a broader customer base provides while simultaneously reducing the impact of direct government contracting limitations. Our success as a subcontractor to defense prime contractors has provided us with opportunities to act as a subcontractor to prime contractors in the production of commercial aircraft structures, which also reduced our exposure to government spending decisions. Over time our Company has expanded both in size and capabilities, with exceptional growth in our operational and global supply chain program management expertise. These expansions have allowed us the ability to supply more complex aerostructure assemblies, and aerosystems and structures in support of our government-based programs as well as pursue opportunities within the commercial and business jet markets. Our capabilities have also allowed us to acquire MRO and kitting contracts. 3 Approximately $7.1 million and $2.0 million of our revenue for the years ended December 31, 2014 and 2013, respectively was from customers outside the U.S. All other revenue for each of the three years in the period ended December 31, 2014 has been attributable to customers within the U.S. We have no assets outside the U.S. 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 December 31, 2014 and 2013 was as follows: Backlog (Total) Funded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unfunded/unreleased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2014 $120,570,000 283,078,000 $403,648,000 December 31, 2013 $110,431,000 321,011,000 $431,442,000 Approximately 63% of the total amount of our backlog at December 31, 2014 was attributable to government contracts. Our backlog attributable to government contracts at December 31, 2014 and 2013 was as follows: Backlog (Government) Funded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unfunded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2014 $117,875,000 136,893,000 $254,768,000 December 31, 2013 $ 82,803,000 165,574,000 $248,377,000 Our backlog attributable to commercial contracts at December 31, 2014 and 2013 was as follows: Backlog (Commercial) Funded . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unfunded/unreleased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2014 $ 2,695,000 146,185,000 $148,880,000 December 31, 2013 $ 27,628,000 155,437,000 $183,065,000 Our unfunded backlog is primarily comprised of the long-term contracts that we received from Spirit and NGC during 2008, Honda and Bell during 2011 and Cessna, Sikorsky and Embraer during 2012. These long-term contracts are expected to have yearly orders which will be funded in the future. Approximately 70% of the funded backlog at December 31, 2014 is expected to be recognized as revenue during 2015. Material and Parts We subcontract production of substantially all parts incorporated into our products to third party manufacturers under ﬁrm ﬁxed price orders. Our decision to purchase certain components generally is based upon whether the components are available to meet required speciﬁcations at a cost and with a delivery schedule consistent with customer requirements. From time to time, we are required to purchase custom made parts from sole suppliers and manufacturers in order to meet speciﬁc customer requirements. We obtain our raw materials from several commercial sources. Although certain items are only available from limited sources of supply, we believe that the loss of any single supplier would not have a material adverse effect on our business. 4 Competition We face competition in our role as both a prime contractor to the U.S. Government and as a subcontractor to military and commercial aircraft manufacturers. We compete with numerous larger, well-established prime contractors engaged in the supply of aircraft parts and assemblies to the military, including NGC, Lockheed, Boeing, Nordam and Triumph. All of these competitors possess signiﬁcantly larger infrastructures, greater resources and the capabilities to respond to much larger contracts. In certain instances, we also may act as a subcontractor to some of these major prime contractors. We also compete against smaller contractors such as AeroComponents, Aerospace Engineering and Support, GSE Dynamics, Honeycomb Company of America, Alton Iron Works, B&B Devices and Precision Manufacturing Solutions. We believe that our competitive advantage lies in our ability to offer large contractor capabilities with the ﬂexibility and responsiveness of a small company, while staying competitive in cost and delivering superior quality products. While the larger prime contractors compete for signiﬁcant modiﬁcation awards and subcontract components to other suppliers, they generally do not compete for awards in smaller modiﬁcations, spares and replacement parts, even for aircraft for which they are the original manufacturer. We believe we compete effectively against the smaller competitors because smaller competitors generally do not have the expertise we have in responding to requests for proposals for government contracts. Government Regulation Environmental Regulation are subject to regulations administered by the U.S. Environmental Protection Agency, We the U.S. Occupational Safety and Health Administration, various state agencies and county and local authorities acting in cooperation with federal and state authorities. Among other things, these regulatory bodies impose restrictions to control air, soil and water pollution, to protect against occupational exposure to chemicals, including health and safety risks, and to require notiﬁcation or reporting of the storage, use and release of certain hazardous chemicals and substances. The extensive regulatory framework imposes compliance burdens and risks on us. Governmental authorities have the power to enforce compliance with these regulations and to obtain injunctions or impose civil and criminal ﬁnes in the case of violations. The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (‘‘CERCLA’’) imposes strict, joint and several liability on the present and former owners and operators of facilities that release hazardous substances into the environment. The Resource Conservation and Recovery Act of 1976 (‘‘RCRA’’) regulates the generation, transportation, treatment, storage and disposal of hazardous waste. In New York the handling, storage and disposal of hazardous substances are governed by the Environmental State, Conservation Law, which contains the New York counterparts of CERCLA and RCRA. In addition, the Occupational Safety and Health Act, which requires employers to provide a place of employment that is free from recognized and preventable hazards that are likely to cause serious physical harm to employees, obligates employers to provide notice to employees regarding the presence of hazardous chemicals and to train employees in the use of such substances. Our operations require the use of a limited amount of chemicals and other materials for painting and cleaning, including solvents and thinners, which are classiﬁed under applicable laws as hazardous chemicals and substances. We have obtained a permit from the Town of Islip, New York, Building Division in order to maintain a paint booth containing ﬂammable liquids. Federal Aviation Administration Regulation We are subject to regulation by the Federal Aviation Administration (‘‘FAA’’) under the provisions of the Federal Aviation Act of 1958, as amended. The FAA prescribes standards and licensing requirements for aircraft and aircraft components. We are subject to inspections by the FAA and may be subjected to ﬁnes and other penalties (including orders to cease production) for noncompliance with FAA regulations. Our failure to comply with applicable regulations could result in the termination of or our disqualiﬁcation from some of our contracts, which could have a material adverse effect on our operations. Government Contract Compliance Our government contracts and sub-contracts are subject U.S. Government. Many of the contract to the procurement rules and regulations of the terms are dictated by these rules and regulations. Speciﬁcally, 5 cost-based pricing is determined under the Federal Acquisition Regulations (‘‘FAR’’), which provide guidance on the types of costs that are allowable in establishing prices for goods and services under U.S. Government contracts. For example, costs such as those related to charitable contributions, advertising, interest expense, and public relations are unallowable, and therefore not recoverable through sales. During and after the fulﬁllment of a government contract, we may be audited in respect of the direct and allocated indirect costs attributed thereto. These audits may result in adjustments to our contract costs. Additionally, we may be inquiries and investigations because of our participation in government subject procurement. Any inquiry or investigation can result in ﬁnes or limitations on our ability to continue to bid for government contracts and fulﬁll existing contracts. We believe that we are in compliance with all federal, state and local laws and regulations governing our operations and have obtained all material licenses and permits required for the operation of our business. to U.S. Government Government Contract Compliance The U.S. Government generally has the ability to terminate our contracts, in whole or in part, without prior notice, for convenience or for default based on performance. If a U.S. Government contract were to be terminated for convenience, we generally would be protected by provisions covering reimbursement for costs incurred on the contract and proﬁt on those costs, but not the anticipated proﬁt that would have been earned had the contract been completed. In the unusual circumstance where a U.S. Government contract does not to mitigate the termination risk through other means. have such termination protection, we attempt Termination resulting from our default may expose us to liability and could have a material adverse effect on our ability to compete for other contracts. The U.S. Government also has the ability to stop work under a contract for a limited period of time for its convenience. In the event of a stop work order, we generally would be protected by provisions covering reimbursement for costs incurred on the contract to date and for costs associated with the temporary stoppage of work on the contract. However, such temporary stoppages and delays could introduce inefficiencies for which we may not be able to negotiate full recovery from the U.S. Government, and could ultimately result in termination for convenience or reduced future orders on certain contracts. Additionally, we may be required to continue to perform for some period of time on certain of our U.S. Government contracts, even if the U.S. Government is unable to make timely payments. Insurance We maintain a $2 million general liability insurance policy, a $100 million products liability insurance policy, and a $5 million umbrella liability insurance policy. Additionally, we maintain a $10 million director and officers’ insurance policy. We believe this coverage is adequate for the types of products presently marketed because of the strict inspection standards imposed on us by our customers before they take possession of our products. Additionally, the FAR generally provide that we will not be held liable for any loss of or damage to property of the government that occurs after the government accepts delivery of our products and that results from any defects or deﬁciencies in our products unless the liability results from willful misconduct or lack of good faith on the part of our managerial personnel. Proprietary Information None of our current assembly processes or products are protected by patents. We rely on proprietary know-how and information and employ various methods to protect ideas and documentation associated with our products. These methods, however, may not afford complete protection and there can be no assurance that others will not independently develop such processes, concepts, ideas and documentation. the processes, concepts, CPI Aero(cid:5) is a registered trademark of the Company. Employees As of February 27, 2015, we had 281 full-time employees. We employ temporary personnel with specialized disciplines on an as-needed basis. None of our employees are members of a union. We believe that our relations with our employees are good. 6 Item 1A. RISK FACTORS In addition to other risks and uncertainties described in this Annual Report on Form 10-K, the following material risk factors 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. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Risks related to our business We depend on government contracts for a signiﬁcant portion of our revenues. We are a supplier, either directly or as a subcontractor, to the U.S. Government and its agencies. Government subcontracts accounted for 5% of our revenue in 2014, 66% of our revenue in 2013 and 63% of our revenue in 2012. In addition, 2% percent of revenue for 2014, 2% of revenue for 2013 and 7% of revenue for 2012 was derived from prime government contract sales. We depend on government contracts for a signiﬁcant portion of our business. If we are suspended or barred from contracting with the U.S. Government, if our reputation or relationship with individual federal agencies were impaired, or if the government otherwise ceased doing business with us or signiﬁcantly decreased the amount of business it does with us, our business, prospects, ﬁnancial condition and operating results would be materially adversely affected. We face risks relating to government contracts. The funding of U.S. Government programs is subject to congressional budget authorization and appropriation processes. For many programs, U.S. Congress appropriates funds on a ﬁscal year basis even though a program may extend over several ﬁscal years. Consequently, programs are often only partially funded initially and additional funds are committed only as Congress makes further appropriations. We cannot predict the extent to which total funding and/or funding for individual programs will be included, increased or reduced in budgets approved by Congress or be included in the scope of separate supplemental appropriations. In the event that appropriations for any of our programs becomes unavailable, or is reduced or delayed, our contract or subcontract under such program may be terminated or adjusted by the U.S. Government, which could have a material adverse effect on our future sales under such program, and on our ﬁnancial position, results of operations and cash ﬂows. We also cannot predict the impact of potential changes in priorities due to military transformation and planning and/or the nature of war-related activity on existing, follow-on or replacement programs. A shift of government priorities to programs in which we do not participate and/or reductions in funding for or the termination of programs in which we do participate, unless offset by other programs and opportunities, could have a material adverse effect on our ﬁnancial position, results of operations and cash ﬂows. In addition, the U.S. Government generally has the ability to terminate contracts, in whole or in part, without prior notice, for convenience or for default based on performance. In the event of termination for the U.S. Government’s convenience, contractors are generally protected by provisions covering reimbursement for costs incurred on the contracts and proﬁt on those costs but not the anticipated proﬁt that would have been earned had the contract been completed. Termination by the U.S. Government of a contract for convenience could also result in the cancellation of future work on that program. Termination by the U.S. Government of a contract due to our default could require us to pay for re-procurement costs in excess of the original contract price, net of the value of work accepted from the original contract. Termination of a contract due to our default may expose us to liability and could have a material adverse effect on our ability to compete for contracts. We have risks associated with competing in the bidding process for contracts. We obtain many of our contracts through a competitive bidding process. In the bidding process, we face the following risks: • we must bid on programs in advance of technological difficulties or cost overruns; their completion, which may result in unforeseen 7 • • we must devote substantial time and effort to prepare bids and proposals for competitively awarded contracts that may not be awarded to us; and awarded contracts may not generate sales sufficient to result in proﬁtability. We are subject to strict governmental regulations relating to the environment, which could result in ﬁnes and remediation expense in the event of non-compliance. We are required to comply with extensive and frequently changing environmental regulations at the federal, state and local levels. Among other things, these regulatory bodies impose restrictions to control air, soil and water pollution, to protect against occupational exposure to chemicals, including health and safety risks, and to require notiﬁcation or reporting of the storage, use and release of certain hazardous substances into the environment. This extensive regulatory framework imposes signiﬁcant compliance burdens and risks on us. In addition, these regulations may impose liability for the cost of removal or remediation of certain hazardous substances released on or in our facilities without regard to whether we knew of, or caused, the release of such substances. Furthermore, we are required to provide a place of employment that is free from recognized and preventable hazards that are likely to cause serious physical harm to employees, provide notice to employees regarding the presence of hazardous chemicals and to train employees in the use of such substances. Our operations require the use of a limited amount of chemicals and other materials for painting and cleaning that are classiﬁed under applicable laws as hazardous chemicals and substances. If we are found to ﬁnes, to be in compliance with any of these rules, regulations or permits, we may be subject not remediation expenses and the obligation to change our business practice, any of which could result in substantial costs that would adversely impact our business operations and ﬁnancial condition. We may be subject to ﬁnes and disqualiﬁcation for non-compliance with Federal Aviation Administration regulations. We are subject to regulation by the FAA under the provisions of the Federal Aviation Act of 1958, as amended. The FAA prescribes standards and licensing requirements for aircraft and aircraft components. We are subject to inspections by the FAA and may be subjected to ﬁnes and other penalties (including orders to cease production) for noncompliance with FAA regulations. Our failure to comply with applicable regulations could result in the termination of or our disqualiﬁcation from some of our contracts, which could have a material adverse effect on our operations and ﬁnancial condition. If our subcontractors or suppliers fail to perform their contractual obligations, our contract performance and our ability to obtain future business and our proﬁtability could be materially and adversely impacted. including disputes Most of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services that we must provide to our customers. There is a risk that we may have disputes with our subcontractors, regarding the quality and timeliness of work performed by the subcontractor, customer concerns about the subcontract, our failure to extend existing task orders or issue new task orders under a subcontract, or our hiring of personnel of a subcontractor. A failure by one or more of our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed-upon services may materially and adversely impact our ability to perform our obligations as the prime contractor. Subcontractor performance deﬁciencies could result in a customer eliminating our ability to progress bill or terminating our contract for default. A prohibition on progress billing may have an adverse effect upon our cash ﬂow and proﬁtability and a default termination could expose us to liability and have a material adverse effect on our ability to compete for future contracts and orders. In addition, a delay in our ability to obtain components and equipment parts from our suppliers may affect our ability to meet our customers’ needs and may have a material adverse effect upon our proﬁtability. Due to ﬁxed contract pricing, increasing contract costs exposes us to reduced proﬁtability and the potential loss of future business. Operating margin is adversely affected when contract costs that cannot be billed to customers are incurred. This cost growth can occur if estimates to complete a contract increase due to technical challenges or if initial estimates used for calculating the contract price were incorrect. The cost estimation process requires 8 signiﬁcant judgment and expertise. Reasons for cost growth may include unavailability and productivity of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability of materials, the effect of any delays in performance, availability and timing of funding from the customer, natural disasters, and the inability to recover any claims included in the estimates to complete. A signiﬁcant increase in cost estimates on one or more programs could have a material adverse effect on our ﬁnancial position or results of operations. We use estimates when accounting for contracts. Changes in estimates could affect our proﬁtability and our overall ﬁnancial position. 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 on our balance sheet 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 on our balance sheet 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 the ﬁnancial statements in the period the change becomes known. The use of the POC method of accounting involves considerable use of estimates in determining revenues 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 taxes) 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, there is no assurance 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 to pay for costs until the reported earnings materialize to actual cash receipts. If the contracts associated with our backlog were terminated, our ﬁnancial condition would be adversely affected. The maximum contract value speciﬁed under each contract that we enter into is not necessarily indicative of the revenues that we will realize under that contract. Because we may not receive the full amount we expect under a contract, we may not accurately estimate our backlog because the earnings of revenues on programs included in backlog may never occur or may change. Cancellations of pending contracts or terminations or reductions of contracts in progress could have a material adverse effect on our business, prospects, ﬁnancial condition or results of operations. As of December 31, 2014, our backlog was approximately $403 million, of which 30% was funded and 70% was unfunded. We may be unable to attract and retain personnel who are key to our operations. Our success, among other things, is dependent on our ability to attract and retain highly qualiﬁed senior officers and engineers. Competition for key personnel is intense. Our ability to attract and retain senior officers and experienced, including prevailing market conditions and compensation packages offered by companies competing for the same talent. The inability to hire and retain these persons may adversely affect our production operations and other aspects of our business. top rate engineers is dependent on a number of factors, We are subject to the cyclical nature of the commercial aerospace industry, and any future downturn in the commercial aerospace industry or general economic conditions could adversely impact the demand for our products. Our business may be affected by certain characteristics and trends of the commercial aerospace industry or general economic conditions that affect our customers, such as ﬂuctuations in the aerospace industry’s business cycle, varying fuel and labor costs, intense price competition and regulatory scrutiny, certain trends, including a possible decrease in aviation activity and a decrease in outsourcing by aircraft manufacturers or 9 the failure of projected market growth to materialize or continue. In the event that these characteristics and trends adversely affect customers in the commercial aerospace industry, they may reduce the overall demand for our products. If we fail to maintain an effective system of internal control over ﬁnancial reporting, we may not be able to accurately report our ﬁnancial results. As a result, current and potential shareholders could lose conﬁdence in our ﬁnancial reporting, which would harm our business and the trading price of our common stock. Our management determined that as of December 31, 2014, our internal control over ﬁnancial reporting was effective based on criteria created by the Committee of Sponsoring Organizations of the Treadway Commission (‘‘COSO’’) set forth in Internal Control — Integrated Framework (1992). However, if material weaknesses are identiﬁed in our internal control over ﬁnancial reporting in the future, our management will be unable to report favorably as to the effectiveness of our internal control over ﬁnancial reporting and/or our disclosure controls and procedures, and we could be required to implement remedial measures. A material weakness is a deﬁciency, or a combination of deﬁciencies, in internal control over ﬁnancial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim ﬁnancial statements will not be prevented or detected on a timely basis. Such remedial measures could be expensive and time consuming and could potentially cause investors to lose conﬁdence in the accuracy and completeness of our ﬁnancial reports, which could have an adverse effect on our stock price and potentially subject us to litigation. We incur risk associated with new programs New programs with new technologies typically carry risks associated with design changes, development of new production tools, increased capital and funding commitments, ability to meet customer speciﬁcations, delivery schedules and unique contractual requirements, supplier performance, ability of the customer to meet its contractual obligations to us, and our ability to accurately estimate costs associated with such programs. In addition, any new program may not generate sufficient demand or may experience technological problems or signiﬁcant delays in the regulatory or other certiﬁcation or manufacturing and delivery schedule. If we were unable to perform our obligations under new programs to the customer’s satisfaction, if we were unable to manufacture products at our estimated costs, or if a new program in which we had made a signiﬁcant investment was terminated or experienced weak demand, delays or technological problems, then our business, ﬁnancial condition and results of operations could be materially adversely affected. This risk includes the potential for default, quality problems, or inability to meet speciﬁcations, as well as our inability to negotiate ﬁnal pricing for program changes, and could result in low margin or forward loss contracts, and the risk of having to write-off costs and estimated earnings in excess of billings on uncompleted contracts if it were deemed to be unrecoverable over the life of the program. In addition, beginning new work on existing programs also carries risk associated with the transfer of technology, knowledge and tooling. In order to perform on new programs we may be required to expend up-front costs which may not have been negotiated in our selling price. Additionally, we may have made margin assumptions related to those costs, that in the case of signiﬁcant program delays and/or program cancellations, or if we are not successful in negotiating favorable margin on scope changes, could cause us 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 adverse impact on our liquidity. The loss of small business status may adversely affect our ability to compete for some government contracts. We may be classiﬁed as a small business under certain of the codes under the North American Industry Classiﬁcation Systems (‘‘NAICS’’) industry and product speciﬁc codes which are regulated in the U.S. by the Small Business Administration. We are not considered a small business under all NAICS codes. While we do not presently derive a substantial portion of our business from contracts which are set-aside for small businesses, we are able to bid on small business set-aside contracts as well as contracts which are open to non-small business entities. As the NAICS codes are periodically revised and for other reasons, it is possible that we may lose our status as a small business. The loss of small business status would adversely impact our eligibility for special small business programs and limit our ability to partner with other business entities which are seeking to team with small business entities as may be required under a speciﬁc contract. 10 Item 1B. UNRESOLVED STAFF COMMENTS None. Item 2. PROPERTIES CPI Aerostructures’ executive offices and production facilities are situated in an approximately 171,000 square foot building located at 91 Heartland Blvd., Edgewood, New York 11717. CPI Aerostructures occupies this facility under a ten-year lease that commenced in June 2011. The current monthly base rent is $130,224, including real estate taxes. Item 3. LEGAL PROCEEDINGS None. Item 4. MINE SAFETY DISCLOSURES Not applicable. 11 PART II Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common shares are listed on the NYSE MKT under the symbol CVU. The following table sets forth for 2014 and 2013, the high and low sales prices of our common shares for the periods indicated, as reported by the NYSE MKT. Period 2013 Quarter Ended March 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter Ended June 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter Ended September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter Ended December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2014 Quarter Ended March 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter Ended June 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter Ended September 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quarter Ended December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . High Low $11.54 $10.87 $11.93 $15.15 $16.00 $13.97 $12.75 $12.65 $ 8.39 $ 8.26 $10.54 $10.69 $12.50 $12.00 $ 9.75 $ 9.12 On February 27, 2015, the closing sale price for our common shares on the NYSE MKT was $12.25. On February 27, 2015, there were 225 holders of record of our common shares and, we believe, over 2,200 beneﬁcial owners of our common shares. Dividend Policy To date, we have not paid any dividends on our common shares. Any payment of dividends in the future is within the discretion of our board of directors and will depend on our earnings, if any, our capital requirements and ﬁnancial condition and other relevant factors. Our board of directors does not intend to declare any cash or other dividends in the foreseeable future, but intends instead to retain earnings, if any, for use in our business operations. Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities There have been no sales of unregistered sales of our equity securities for the three months ended December 31, 2014. The following table sets forth information for the three months ended December 31, 2014 with respect to repurchases of our outstanding common stock: Issuer Purchases of Equity Securities Period October 1, 2014 − October 31, 2014 . . . . . . November 1, 2014 − November 30, 2014 . . . December 1, 2014 − December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Total number of shares purchased(1) Average price paid per share — — 12,306 12,306 — — 11.89 11.89 Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs — — — — Total number of shares (or units) purchased as part of publicly announced plans or programs — — — — (1) Represents shares that were delivered to the Company pursuant to provisions of a stock option agreement and the Performance Equity Plan 2000, which permit payment of the exercise price of options in shares of common stock delivered to the Company. 12 Equity Compensation Plan Information The following table sets forth certain information at December 31, 2014 with respect compensation plans that provide for the issuance of options, warrants or rights to purchase our securities. to our equity Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (excluding securities reﬂected in the ﬁrst column) Plan Category Equity Compensation Plans Approved by Security Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 349,982 $10.97 175,416 ITEM 6. SELECTED FINANCIAL DATA The following table sets forth our ﬁnancial data as of the dates and for the periods indicated. The data has been derived from our audited ﬁnancial statements. The selected ﬁnancial data should be read in conjunction with our ﬁnancial statements and MD&A. Our results of operations for 2014 were materially affected by the change in estimate described in MD&A. Statement of Operations Data: 2014 2013 Revenue . . . . . . . . . . . . . . . . . . . $ 39,687,010 $82,988,522 64,555,275 Cost of sales . . . . . . . . . . . . . . . . 18,433,247 Gross proﬁt (loss) . . . . . . . . . . . . . Selling, general and administrative 69,411,709 (29,724,699) Years Ended December 31, 2012 $89,272,582 65,039,969 24,232,613 2011 $74,135,669 55,325,729 18,809,940 2010 $43,990,784 37,877,960 6,112,824 expenses . . . . . . . . . . . . . . . . . Income (loss) from operations . . . . . 7,308,220 (37,032,919) 6,704,524 11,728,723 7,322,630 16,909,983 7,931,586 10,878,354 5,415,292 697,532 Other income (expense): Interest/other income . . . . . . . . . Interest expense . . . . . . . . . . . . . . . Total other income (expense), net Income (loss) before provision for 145,072 (794,428) (649,356) 78,957 (653,786) (574,829) 31,520 (416,373) (384,853) 4,065 (343,491) (339,426) 3,770 (158,406) (154,636) (beneﬁt from) income taxes . . . . . (37,682,275) 11,153,894 16,525,130 10,538,928 542,896 Provision for (beneﬁt from) income taxes . . . . . . . . . . . . . . . . . . . . 3,417,000 Net income (loss) . . . . . . . . . . . . . $(25,209,275) $ 7,736,894 (12,473,000) Income (loss) per common share − basic . . . . . . . . . . . . . . . $ (2.98) $ 0.92 Income (loss) per common share − diluted . . . . . . . . . . . . . . $ (2.98) $ 0.91 Basic weighted average number of 5,514,000 $11,011,130 3,122,000 $ 7,416,928 $ $ 1.43 1.40 $ $ 1.08 1.04 13,000 529,896 0.08 0.08 $ $ $ common shares outstanding . . . . . 8,465,937 8,389,048 7,721,304 6,869,624 6,489,942 Diluted weighted average number of common shares outstanding . . . . . 8,465,937 8,470,578 7,865,090 7,133,604 6,736,501 13 Balance Sheet Data: 2014 Cash . . . . . . . . . . . . . . . . . . . . . . $ 1,504,907 $ Costs and estimated earnings in excess of billings on uncompleted . . . . . . . . . . . . . . . . . contracts Total current assets . . . . . . . . . . . . Total assets Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . Working capital Short-term debt . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . Shareholders’ equity . . . . . . . . . . . Total liabilities and shareholders’ 79,054,139 97,700,457 . . . . . . . . . . . . . . . . . 104,154,723 36,835,815 60,864,642 26,121,713 1,289,843 64,813,156 2013 2,166,103 $ At December 31, 2012 2,709,803 $ 2011 878,200 $ 2010 823,376 112,597,136 120,181,761 124,272,594 31,741,678 88,440,083 22,370,349 2,198,187 88,951,519 108,909,844 119,354,056 124,883,516 39,645,331 79,708,725 24,550,564 3,209,873 80,594,199 79,126,828 85,209,924 89,056,573 33,023,488 52,186,436 16,987,380 889,239 54,026,207 47,165,166 54,747,455 56,457,187 10,370,285 44,377,170 1,485,008 1,190,097 44,670,443 equity . . . . . . . . . . . . . . . . . . . 104,154,723 124,272,594 124,883,516 89,056,573 56,457,187 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Forward-Looking Statements the words or phrases ‘‘will When used in this Annual Report on Form 10-K and in future ﬁlings by us with the Securities and Exchange likely result,’’ ‘‘management expects’’ or ‘‘we expect,’’ ‘‘will Commission, 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’’ and ‘‘Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations’’ included in this Annual Report on Form 10-K. 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. You should read the ﬁnancial information set forth below in conjunction with our ﬁnancial statements and notes thereto. Business Operations We are engaged in the contract production of structural aircraft parts for ﬁxed wing aircraft and helicopters in both the commercial and defense aerospace markets. We have also recently expanded our presence in the aerosystems segment of the aerospace market, with our production of various reconnaissance pod structures and fuel panel systems. Within the global aerostructure and aerosystem supply chain, we are either a Tier 1 supplier to aircraft 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 U.S. Air Force. In conjunction with our assembly operations, we provide engineering, program management, supply chain management and kitting, and MRO services. 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, revenue 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 14 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 the ﬁnancial statements in the period the change becomes known. The use of the POC method of accounting involves considerable use of estimates in determining revenues 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 taxes) 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 to pay for costs until the reported earnings materialize to actual cash receipts. Results of Operations Year Ended December 31, 2014 as Compared to the Year Ended December 31, 2013 Revenue. Revenue for the year ended December 31, 2014 was $39,687,010 compared to $82,988,522 for the same period last year, representing a decrease of $43,301,512 or 52.2%. Overall, revenue generated from prime government contracts for the year ended December 31, 2014 was $778,175 compared to $1,373,456 for the year ended December 31, 2013, a decrease of $595,281 or 43%. This decrease is consistent with our shift from being primarily a prime contractor to the U.S. Government to a subcontractor to large prime contractors. Revenue generated from government subcontracts for the year ended December 31, 2014 was $2,059,029 compared to $54,837,383 for the year ended December 31, 2013, a decrease of $52,778,354 or 96%. Approximately $50.3 million of this decrease was a result of the change in estimate on our Wing Replacement Program for the U.S. Air Force’s A-10 Thunderbolt aircraft. During the period ended June 30, 2014, the Company adjusted the estimated total revenue and recorded a loss on the A-10 contract. This change in estimate predominately accounts for the large decrease in revenue from government subcontracts. Revenue generated from commercial contracts was $36,849,806 for the year ended December 31, 2014 compared to $26,777,683 for the year ended December 31, 2013, an increase of $10,072,123 or 37.6%. Approximately $5.1 million of this increase in revenue was a result in the ramp up in production on the Embrear Phenom 300 program. Additionally, approximately $1.3 million of the increase was related to production on the Cessna Citation program and $700,000 was related to the HondaJet program. All of these programs were won in the 2011 − 2012 timeframe and achieved regular production during 2014. During the year ended December 31, 2014, we received approximately $92.9 million of new contract awards, which included $0.5 million of government prime contract awards, approximately $67.1 million of government subcontract awards and approximately $25.3 million of commercial contract awards, compared to $122.3 million of new contract awards in 2013, which included no government prime contract awards, $96.0 million of government subcontract awards and $26.3 million of commercial contract awards. Gross proﬁt/loss. Gross proﬁt/loss for the year ended December 31, 2014 was a loss of $29,724,699 compared to a proﬁt of $18,433,247 for the year ended December 31, 2013, a decrease of $48,157,946. Gross proﬁt/loss percentage (‘‘gross margin’’) for the year ended December 31, 2014 was (74.9%) compared to 22.2% for the same period last year. The swing in gross margin from a proﬁt to a loss is the result of the change in estimate on the A-10 program described above. Because of the extremely competitive market as we transition to more commercial work, the cost justiﬁcation audit related to the anticipated multiyear release on the E-2D program, as well as the normal lower margins achieved during the early stages of long-term commercial programs, and the remaining effect of the A-10 program, we expect our gross margin percentage for 2015 to be in the range of 19% − 21%. Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended December 31, 2014 were $7,308,220 compared to $6,704,524 for the year ended December 31, 2013, an increase of $603,696, or 9.0%. This increase was primarily due to an approximately $148,000 increase in salaries, $100,000 of which is the result of the separation payment paid to our former CEO, a $140,000 15 increase in Board of Directors’ fees, the result of having one more board member in 2014 than in 2013, a $110,000 increase in computer expenses, resulting from increased computer licensing costs associated with our larger staff, an $86,000 increase in consulting fees, predominately the result of the consulting fees paid to our former CEO after his employment ended, and an $80,000 increase in employee insurance and beneﬁts, the result of increases associated with insurance costs nationally. Interest expense. Interest expense for the year ended December 31, 2014 was $794,428, compared to $653,786 for 2013, an increase of $140,642 or 21.5%. The increase in interest expense is the result of an increase in the average amount of outstanding debt during 2014 as compared to 2013. Income (loss) from operations. We had a loss from operations for the year ended December 31, 2014 of the year ended December 31, 2013 resulting $37,032,919 compared to income of $11,728,723 for predominately from the A-10 change in estimate. Income Taxes. Because of the change in estimate on the Company’s A-10 program, described above, the Company incurred a net loss for the year ended December 31, 2014. This net loss, after adjustment for carrying back tax losses to recover previously paid taxes, results in a net operating loss carryforward at December 31, 2014 of approximately $7,600,000 which will expire in 2029. Year Ended December 31, 2013 as Compared to the Year Ended December 31, 2012 Revenue. Revenue for the year ended December 31, 2013 was $82,988,522 compared to $89,272,582 for the same period in 2012, representing a decrease of $6,284,060 or 7.0%. Overall, revenue generated from prime government contracts for the year ended December 31, 2013 was $1,373,456 compared to $6,239,286 for the year ended December 31, 2012, a decrease of $4,865,830 or 78%. This decrease is consistent with our strategy, as we transition away from being a prime government contractor. Revenue generated from government subcontracts for the year ended December 31, 2013 was $54,837,383 compared to $56,357,371 for the year ended December 31, 2012, a decrease of $1,519,988 or 2.7%. Revenue generated from commercial contracts was $26,777,683 for the year ended December 31, 2013 compared to $26,675,925 for the year ended December 31, 2012, an increase of $101,758 or 0.4%. During the year ended December 31, 2013, we received approximately $122.3 million of new contract awards, which included no government prime contract awards, approximately $96.0 million of government subcontract awards and approximately $26.3 million of commercial contract awards, compared to $81.6 million of new contract awards in 2012, which included $.4 million of government prime contract awards, $74.7 million of government subcontract awards and $6.5 million of commercial contract awards. Gross proﬁt. Gross proﬁt for the year ended December 31, 2013 was $18,433,247 compared to $24,232,613 for the year ended December 31, 2012, a decrease of $5,799,366. Gross proﬁt percentage (‘‘gross margin’’) for the year ended December 31, 2013 was 22.2% compared to 27.1% for the same period last year. The gross margin percentage is lower in 2013 than in 2012 because of adjustments to our long term programs with Spirit (now Triumph) on the G650, NGC and Boeing as well as the C-5 TOP Program. The adjustment for our G650 program was the result of price reductions given as part of an agreement to increase the program value and to extend the life of the program until 2019. The adjustment for NGC was a result of price reductions that were necessary upon the completion of a government pricing analysis. The adjustment for our Boeing program was a result of the negotiations for program changes. The Boeing adjustment approximates a 200 basis point decrease in our gross margin percentage. The adjustment for the C-5 TOP Program was the result of excess time and work required on C-5 wing tip panels Additionally, the gross margin percentage was 80 basis points below our expected gross margin range of 23% − 24%, because of excess engineering time required on our Pod program with UTAS Aerospace. Selling, general and administrative expenses. Selling, general and administrative expenses for the year ended December 31, 2013 were $6,704,524 compared to $7,322,630 for the year ended December 31, 2012, a decrease of $618,106, or 8.4%. This decrease was primarily due to an approximately $500,000 decrease in 16 accrued officer’s bonus as computed pursuant to the officers’ employment agreements, a $266,000 decrease in accounting and legal fees, and a $213,000 decrease in payroll taxes, offset by a $326,000 increase in salaries as a result of increased headcount. Interest expense. Interest expense for the year ended December 31, 2013 was $653,786, compared to $416,373 for 2012, an increase of $237,413 or 57%. The increase in interest expense is the result of an increase in the average amount of outstanding debt during 2013 as compared to 2012. Income from operations. We had income from operations for the year ended December 31, 2013 of $11,728,723 compared to $16,909,983 for the year ended December 31, 2012. The decrease in income from operations is a result of the lower revenue and lower gross margin, as described above. Business Outlook The statements in the ‘‘Business Outlook’’ section and other forward-looking statements of this Annual Report on Form 10-K are subject to revision during the course of the year in our quarterly earnings releases and SEC ﬁlings and at other times. Liquidity and Capital Resources General. At December 31, 2014, we had working capital of $60,864,742 compared to $88,440,083 at December 31, 2013, a decrease of $27,575,341, or 31%. This decrease was predominately the result of costs and estimated earnings in excess of billings on uncompleted contracts (‘‘CEE’’) being approximately $33.5 million lower at December 31, 2014 as compared to 2013, because of the change in estimate on the A-10 program, previously discussed, offset by the increase in refundable income taxes. Cash Flow. A large portion of our cash 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 CEE on our balance sheet 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 revenues, 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 until the reported earnings materialize into actual cash receipts. In order to perform on new programs, such as the UTAS Aerospace and Embraer programs, we may be required 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 and results of operations. We continue to work to obtain better payment terms with our customers, including accelerated progress payment arrangements, as well as exploring alternative funding sources. At December 31, 2014, our cash balance was $1,504,907 compared to $2,166,103 at December 31, 2013, a decrease of $661,196. Our accounts receivable balance at December 31, 2014 increased to $6,466,814 from $4,392,254 at December 31, 2013. Bank Credit Facilities. Until December 2012, the Company was party to a Credit Agreement, dated August 13, 2007, as amended, between the Company and Sovereign Bank (the ‘‘Prior Agreement’’), which provided for a revolving credit facility and two term loans. Immediately prior to entering into the Restated Agreement (identiﬁed below), a revolving credit facility in the aggregate of $18.0 million was available to the Company under the Prior Agreement. On December 5, 2012, the Company entered into an Amended and Restated Credit Agreement with Sovereign Bank (‘‘Restated Agreement’’) as the sole arranger, administrative agent, collateral agent and lender and 17 Valley National Bank as lender. The Restated Agreement increased the revolving credit facility under the Prior Agreement from $18 million to $35 million (the ‘‘Revolving Facility’’), reﬁnanced one of the previous term loans as a revolving credit loan, continued the other term loan and then-existing revolving credit loans, and amended and restated the general terms of the Prior Agreement. The revolving credit loans under the Restated Agreement mature on December 5, 2016. The Revolving Facility and term loan under the Restated Agreement are secured by all of our assets. On August 6, 2014, the Company entered into a First Amendment and Waiver to Amended and Restated Credit Agreement (the ‘‘Amendment’’) with Santander Bank, N.A., formerly known as Sovereign Bank, N.A., to (i) amend certain terms of the Revolving Facility to provide that contract reimbursement payments that may be received by the Company in connection with the Company’s A-10 program will be used to prepay to the Revolving Facility and (ii) waive non-compliance by the revolving credit Company of the Restated Agreement covenant requiring Minimum Net Income (as deﬁned in the Restated Agreement) to be at least $1.00 as of the end of the ﬁscal quarter ended June 30, 2014. loans made pursuant As of December 31, 2014, the Company was in compliance with all covenants contained in the Restated Agreement. As of December 31, 2014 and 2013, outstanding under the Revolving Facility. the Company had $25.2 million and $21.4 million, respectively, On October 22, 2008, the Company obtained a $3.0 million term loan from Sovereign Bank to be amortized over ﬁve years (the ‘‘Sovereign Term Loan’’). This term loan was reﬁnanced as part of the revolving credit loan under the Restated Agreement of December 5, 2012. On March 9, 2012, the Company obtained a $4.5 million term loan from Sovereign Bank to be amortized over ﬁve years (the ‘‘Sovereign Term Loan 2’’). The Sovereign Term Loan 2 was used by the Company to purchase tooling and equipment for new programs. The Sovereign Term Loan 2 was continued under the Restated Agreement, and is payable in monthly installments of $75,000, with a ﬁnal payment of the remaining principal balance on March 9, 2017. The Sovereign Term Loan 2 bears interest at the lower of LIBOR plus 3% or Sovereign Bank’s prime rate. The Sovereign Term Loan 2 is subject to the amended and restated terms and conditions of the Restated Agreement. In connection with the Sovereign Term Loan 2, the Company and Sovereign Bank entered into a ﬁve-year the interest rate swap agreement, Company pays an amount to Sovereign Bank representing interest on the notional amount at 4.11% and receives an amount from Sovereign representing interest on the notional amount at a rate equal to the one-month LIBOR plus 3%. The effect of this interest rate swap will be the Company paying a ﬁxed interest rate of 4.11% over the term of the Sovereign Term Loan 2. in the notional amount of $4.5 million. Under the interest rate swap, 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 the next 12 months. Contractual Obligations. The table below summarizes information about our contractual obligations as of December 31, 2014 and the effects these obligations are expected to have on our liquidity and cash ﬂow in the future years. Payments Due By Period Contractual Obligations Debt . . . . . . . . . . . . . . . . . . . . . . Capital Lease Obligations . . . . . . . Operating Leases . . . . . . . . . . . . . Employment Agreement Compensation** . . . . . . . . . . . . Interest Rate Swap Agreement . . . . Total Contractual Cash Obligations . Total $ 2,100,000 161,556 12,375,456 Less than 1 year $ 900,000 71,713 1,562,684 1 − 3 years $1,200,000 67,023 3,239,849 — $ 4 − 5 years $ $ 22,819 3,400,216 After 5 years — — $4,172,707 1,176,000 14,716 $15,827,728 588,000 — $3,122,397 588,000 14,716 $5,109,588 — — $3,423,035 — — $4,172,707 ** The employment agreements provide for bonus payments that are excluded from these amounts. 18 Inﬂation. Inﬂation historically has not had a material effect on our operations. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This information appears following Item 15 of this Report and is incorporated herein by reference. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Item 9. None. 19 Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e)). Based on that evaluation, the Company’s disclosure controls and procedures as of the end of the period covered by this report are effective in timely providing them with material information relating to the Company required to be disclosed in the reports the Company ﬁles or submits under the Exchange Act. they have concluded that There were no material changes in our internal control over ﬁnancial reporting during the quarter ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over ﬁnancial reporting. The report called for by Item 308(a) of Regulation S-K is included herein as ‘‘Management’s Report on Internal Control Over Financial Reporting.’’ The attestation report called for by Item 308(b) of Registration S-K is included herein as ‘‘Report of Independent Registered Public Accounting Firm’’. Management’s Report on Internal Control Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over ﬁnancial reporting. With the participation of the Chief Executive Officer and Chief Financial Officer, our management conducted an evaluation of the effectiveness of our internal control over ﬁnancial reporting based on the framework and criteria established in Internal Control-Integrated Framework (1992), issued by the Committee of Sponsoring Organizations of the Treadway Commission. limitations, Because of its inherent internal control over ﬁnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate. The scope of management’s assessment of the effectiveness of internal control over ﬁnancial reporting includes all of our businesses. Based on the evaluation, our management has concluded that our internal control over ﬁnancial reporting was effective as of December 31, 2014. Our independent registered public accounting ﬁrm, CohnReznick LLP, audited our internal control over ﬁnancial reporting as of December 31, 2014. CohnReznick LLP’s report dated March 6, 2015 expressed an unqualiﬁed opinion on our internal control over ﬁnancial reporting and is included in this Item 9A. 20 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders CPI Aerostructures, Inc. We have audited CPI Aerostructures, Inc.’s (the ‘‘Company’’) internal control over ﬁnancial reporting as of December 31, 2014, based on criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over ﬁnancial reporting and for its assessment of the effectiveness of internal control over ﬁnancial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over ﬁnancial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over ﬁnancial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over ﬁnancial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company’s internal control over ﬁnancial reporting is a process designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over ﬁnancial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reﬂect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ﬁnancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the ﬁnancial statements. limitations, Because of its inherent internal control over ﬁnancial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, the Company maintained, in all material respects, effective internal control over ﬁnancial reporting as of December 31, 2014, based on criteria established in Internal Control — Intergrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the balance sheets of CPI Aerostructures, Inc. as of December 31, 2014 and 2013, and the related statements of operations and comprehensive income (loss), shareholders’ equity and cash ﬂows for each of the three years in the period ended December 31, 2014, and our report dated March 6, 2015 expressed an unqualiﬁed opinion of those ﬁnancial statements. /s/ CohnReznick LLP Jericho, New York March 6, 2015 21 Item 9B. OTHER INFORMATION None. 22 PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE See Item 14. Item 11. EXECUTIVE COMPENSATION See Item 14. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS See Item 14. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE See Item 14. Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by Items 10, 11, 12, 13 and 14 will be contained in our deﬁnitive proxy statement for our 2015 Annual Meeting of Shareholders, to be ﬁled with the Securities and Exchange Commission not later than 120 days after the end of our ﬁscal year covered by this report pursuant to Regulation 14A under the Exchange Act, and incorporated herein by reference 23 PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) The following documents are ﬁled as part of this report: 1. The following ﬁnancial statements are ﬁled as a part of this report: Report of Independent Registered Public Accounting Firm Balance Sheets as of December 31, 2014 and 2013 Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2013 and 2012 Statements of Shareholders’ Equity for the Years Ended December 31, 2014, 2013 and 2012 Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012 Notes to Financial Statements 2. The following ﬁnancial statement schedule is ﬁled as part of this report: Schedule II — Valuation and Qualifying Accounts-Allowance for Doubtful Accounts 3. The following exhibits are ﬁled as part of this report: Exhibit Number 3.1 3.1(a) 3.2 10.2 10.3 10.4 10.5 10.5.1 *10.7 10.9 10.9.1 *10.10 *10.11 *10.12 *10.13 10.14 10.15 Name of Exhibit Certiﬁcate of Incorporation of the Company, as amended.(1) Certiﬁcate of Amendment of Certiﬁcate of Incorporation ﬁled on July 14, 1998.(3) Amended and Restated By-Laws of the Company.(11) 1995 Employee Stock Option Plan.(2) Form of military contract.(1) 1998 Performance Equity Plan.(3) Performance Equity Plan 2000.(4) Amendment to Performance Equity Plan 2000(9) Stock Option Agreement between the Company and Edward J. Fred, dated June 18, 2002.(6) Registration Rights Agreement between the Company and Chemical Investments dated February 26, 2002, as assigned to Crescendo Partners, II.(7) Schedule of Omitted Document in the form of Exhibit 10.9, including material detail in which such document differs from Exhibit 10.9.(7) Stock Option agreement between Vincent Palazzolo and the Company, dated as of May 17, 2004.(8) Employment Agreement between Vincent Palazzolo and the Company, dated as of December 16, 2009.(10) Stock Option Agreement between the Company and Vincent Palazzolo, dated December 1, 2006.(9) Amended and Restated Employment Agreement between Edward J. Fred and the Company, dated December 16, 2009.(10) Credit Agreement between CPI Aerostructures, Inc., and Sovereign Bank, dated as of August 13, 2007(12) Commercial Security Agreement, dated August 13, 2007, between CPI Aerostructures, Inc., Grantor, and Sovereign Bank, Lender(12) No. in Document 3.1 3.1(a) 3.2 10.4 10.7 10.28 10.29 10.6.1 10.56 10.27 10.27.1 10.22 10.2 10.24 10.1 10.23 10.24 24 Exhibit Number 10.16 10.17 10.18 *10.19 10.20 10.21 10.22 10.23 10.24 *10.25 *10.26 *10.27 10.28 10.29 10.30 10.31 10.32 **10.33 **10.34 10.35 **12 14 **21 Name of Exhibit First Amendment to Credit Agreement, dated as of October 22, 2008, by and between CPI Aerostructures, Inc. and Sovereign Bank(15) ISDA 2002 Master Agreement and Schedule, dated as of October 22, 2008, between Sovereign Bank and CPI Aerostructures, Inc.(15) Second Amendment to Credit Agreement, dated as of July 7, 2009, by and between CPI Aerostructures, Inc. and Sovereign Bank(14) Employment Agreement between Douglas McCrosson and the Company, dated as of December 16, 2009.(10) Performance Equity Plan 2009(16) Third Amendment to Credit Agreement, dated as of May 26, 2010, by and between CPI Aerostructures, Inc. and Sovereign Bank(17) Fifth Amendment to Credit Agreement, dated as of May 11, 2011, by and between CPI Aerostructures, Inc. and Sovereign Bank(18) Agreement of Lease, dated June 30, 2011, between Heartland Boys II L.P. and CPI Aerostructures Inc.(19) Sixth Amendment to Credit Agreement, dated as of September 1, 2011, by and between CPI Aerostructures, Inc. and Sovereign Bank(20) Letter Amendment to Employment Agreement, dated November 4, 2011, from the Company to Edward J. Fred(21) Letter Amendment to Employment Agreement, dated November 4, 2011, from the Company to Vincent Palazzolo(21) Letter Amendment to Employment Agreement, dated November 4, 2011, from the Company to Douglas McCrosson(21) Seventh Amendment to Credit Agreement, dated as of November 29, 2011, by and between CPI Aerostructures, Inc. and Sovereign Bank(22) Eighth Amendment to Credit Agreement, dated as of March 9, 2012 by and between CPI Aerostructures, Inc. and Sovereign Bank, N.A.(23) Underwriting Agreement, dated June 8, 2012 between CPI Aerostructures, Inc., Selling Stockholders and Roth Capital Partners, LLC, as representative(24) Amended and Restated Credit Agreement, dated as of December 5, 2012, among CPI Aerostructures, Inc., the several lenders from time to time party thereto, and Sovereign Bank, N.A.(25) First Amendment to Waiver to Amended and Restated Credit Agreement, dated as of August 6, 2014 by and between CPI Aerostructures, In. and Santander Bank, N.A. and Valley National Bank(26) From the Restricted Stock Unit between the Company and Non-Employee Directors Description of Non-Employee Director Compensation Plan Form of Stock Option Agreement with Non-Employee Directors(27) Statement re Computation of Ratios Code of Business Conduct and Ethics(13) Subsidiaries of the Registrant No. in Document 10.16 10.17 10.1 10.3 10.1 10.1 10.1 10.1 10.1 10.2 10.3 10.1 10.1 10.1 10.1 10.1 10.34 **23.1 Consent of CohnReznick LLP 25 Exhibit Number **31.1 **31.2 **32.1 Name of Exhibit No. in Document Certiﬁcation of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certiﬁcation of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Certiﬁcation Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ***101.INS XBRL Instance ***101.SCH XBRL Taxonomy Extension Schema ***101.CAL XBRL Taxonomy Extension Calculation ***101.DEF XBRL Taxonomy Extension Deﬁnition ***101.LAB XBRL Taxonomy Extension Labels ***101.PRE XBRL Taxonomy Extension Presentation * Management compensation contract or arrangement. ** Filed herewith. *** XBRL information is furnished and not ﬁled or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not ﬁled for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections. (1) Filed as an exhibit to the Company’s Registration Statement on Form S-1 (No. 33-49270) declared effective on September 16, 1992 and incorporated herein by reference. (2) Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for year ended December 31, 1995 and incorporated herein by reference. (3) Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 1998 and incorporated herein by reference. (4) Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2000 and incorporated herein by reference. (5) Filed as an exhibit to Schedule 13D ﬁled on behalf of Edward J. Fred on October 19, 2001 and incorporated herein by reference. (6) Filed as an exhibit to Schedule 13D ﬁled on behalf of Edward J. Fred on July 12, 2002 and incorporated herein by reference. (7) Filed as an exhibit to the Company’s Registration Statement on Form SB-2 (No. 333-101902) declared effective on February 12, 2003 and incorporated herein by reference. (8) Filed as an exhibit to the Company’s Current Report on Form 8-K dated May 24, 2004 and incorporated herein by reference. (9) Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 1, 2006 and incorporated herein by reference. (10) Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 21, 2009 and incorporated herein by reference. (11) Filed as an exhibit to the Company’s Current Report on Form 8-K dated November 13, 2007 and incorporated herein by reference. (12) Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2007 and incorporated herein by reference. (13) Filed as an exhibit to the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2003 and incorporated herein by reference. (14) Filed as an exhibit to the Company’s Current Report on Form 8-K dated July 13, 2009 and incorporated herein by reference. 26 (15) Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 and incorporated herein by reference. (16) Included as Appendix A to the Company’s Proxy Statement ﬁled on April 30, 2009. (17) Filed as an exhibit to the Company’s Current Report on Form 8-K dated May 26, 2010 and incorporated herein by reference (18) Filed as an exhibit to the Company’s Current Report on Form 8-K dated May 11, 2011 and incorporated herein by reference (19) Filed as an exhibit to the Company’s Current Report on Form 10-Q for the quarter ended June 30, 2011 and incorporated herein by reference (20) Filed as an exhibit to the Company’s Current Report on Form 8-K dated September 2, 2011 and incorporated herein by reference (21) Filed as an exhibit to the Company’s Current Report on Form 8-K dated November 7, 2011 and incorporated herein by reference (22) Filed as an exhibit to the Company’s Current Report on Form 8-K dated November 30, 2011 and incorporated herein by reference (23) Filed as an exhibit to the Company’s Current Report on Form 8-K dated March 12, 2012 and incorporated herein by reference (24) Filed as an exhibit to the Company’s Current Report on Form 8-K dated June 8, 2012 and incorporated herein by reference (25) Filed as an exhibit to the Company’s Current Report on Form 8-K dated December 6, 2012 and incorporated herein by reference (26) Filed as an exhibit to the Company’s Current Report on Form 8-K dated August 7, 2014 and incorporated herein by reference. (27) Filed as an exhibit to the Company’s Current Report on Form 10-K for the year ended December 31, 2013 and incorporated herein by reference 27 CPI AEROSTRUCTURES, INC. INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . Financial Statements: Balance Sheets as of December 31, 2014 and 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statements of Shareholders’ Equity for the Years Ended December 31, 2014, 2013 and 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012 . . . . . . F-1 F-2 F-3 F-4 F-5 Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-6 − F-18 28 Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders CPI Aerostructures, Inc. We have audited the accompanying balance sheets of CPI Aerostructures, Inc. as of December 31, 2014 and 2013, and the related statements of operations and comprehensive income (loss), shareholders’ equity and cash ﬂows for each of the three years in the period ended December 31, 2014. Our audits of the ﬁnancial statements included the ﬁnancial statement schedule listed in the index appearing under Item 15. CPI Aerostructures, Inc.’s management is responsible for these ﬁnancial statements and the ﬁnancial statement schedule. Our responsibility is to express an opinion on these ﬁnancial statements and ﬁnancial statement schedule based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable includes assurance about whether the ﬁnancial statements are free of material misstatement. An audit examining, on a test basis, evidence supporting the amounts and disclosures in the ﬁnancial statements. An audit also includes assessing the accounting principles used and signiﬁcant estimates made by management, as well as evaluating the overall ﬁnancial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the ﬁnancial statements referred to above present fairly, in all material respects, the ﬁnancial position of CPI Aerostructures, Inc. as of December 31, 2014 and 2013, and its results of operations and cash ﬂows for each of the three years in the period ended December 31, 2014, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related ﬁnancial statement schedule, when considered in relation to the basic ﬁnancial statements taken as a whole, presents fairly, in all material respects, the information set forth therein. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), CPI Aerostructures, Inc.’s internal control over ﬁnancial reporting as of December 31, 2014, based on the criteria established in Internal Control — Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 6, 2015, expressed an unqualiﬁed opinion on the effectiveness of CPI Aerostructures, Inc.’s internal control over ﬁnancial reporting. /s/ CohnReznick LLP Jericho, New York March 6, 2015 F-1 CPI AEROSTRUCTURES, INC. BALANCE SHEETS December 31, 2014 December 31, 2013 ASSETS Current Assets: Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts receivable, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Costs and estimated earnings in excess of billings on uncompleted Contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Refundable income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,504,907 6,466,814 $ 2,166,103 4,392,254 79,054,139 1,708,000 8,138,322 828,275 97,700,457 2,755,186 3,591,000 108,080 $104,154,723 112,597,136 417,000 — 609,268 120,181,761 2,849,753 1,133,000 108,080 $124,272,594 LIABILITIES AND SHAREHOLDERS’ EQUITY Current Liabilities: Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Billings in excess of costs and estimated earnings on uncompleted contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current portion of long-term debt Contract loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Line of credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt, net of current portion . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8,928,456 1,061,747 $ 7,614,755 654,868 193,650 971,713 396,182 25,150,000 128,000 6,067 36,835,815 1,289,843 622,000 593,909 39,341,567 276,170 1,020,349 — 21,350,000 89,000 736,536 31,741,678 2,198,187 788,000 593,210 35,321,075 Commitments Shareholders’ Equity: Common stock − $.001 par value; authorized 50,000,000 shares, 8,500,555 and 8,410,493 shares, respectively, issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . 8,501 51,440,770 13,373,601 (9,716) 64,813,156 $104,154,723 8,410 50,381,348 38,582,876 (21,115) 88,951,519 $124,272,594 See Notes to Financial Statements F-2 CPI AEROSTRUCTURES, INC. STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) Years ended December 31, Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross proﬁt (loss) Selling, general and administrative expenses . . . . . . . . . . Income (loss) from operations . . . . . . . . . . . . . . . . . . . . 2014 $ 39,687,010 69,411,709 (29,724,699) 7,308,220 (37,032,919) 2013 $82,988,522 64,555,275 18,433,247 6,704,524 11,728,723 2012 $89,272,582 65,039,969 24,232,613 7,322,630 16,909,983 Other income (expense): Interest/other income . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other expense, net Income (loss) before provision for (beneﬁt from) income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for (beneﬁt from) income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) Other comprehensive income (loss), net of tax Change in unrealized gain (loss) − interest rate swap . . . Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . Income (loss) per common share − basic . . . . . . . . . . . . . Income (loss) per common share − diluted . . . . . . . . . . . . Shares used in computing income (loss) per common share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 145,072 (794,428) (649,356) 78,957 (653,786) (574,829) 31,520 (416,373) (384,853) (37,682,275) (12,473,000) (25,209,275) 11,153,894 3,417,000 7,736,894 16,525,130 5,514,000 11,011,130 11,399 $(25,197,876) (2.98) $ (2.98) $ 19,712 $ 7,756,606 0.92 $ 0.91 $ (19,055) $10,992,075 1.43 $ 1.40 $ 8,465,937 8,465,937 8,389,048 8,470,578 7,721,304 7,865,090 See Notes to Financial Statements F-3 CPI AEROSTRUCTURES, INC. STATEMENTS OF SHAREHOLDERS’ EQUITY Years ended December 31, 2014, 2013 and 2012 Common Stock Shares Balance at January 1, 2012 . . 7,079,638 Net Income . . . . . . . . . . . — Change in unrealized loss Additional Paid-in Capital Common Stock Amount $7,080 $35,346,273 $ 19,834,852 $(1,140,226) — — 11,011,130 Retained Earnings Treasury Stock — from interest rate swap . . . Common stock issued in share — — — offering . . . . . . . . . . . . 1,195,750 1,195 13,322,499 Common stock issued upon exercise of options Common stock issued as . . . . . 210,143 210 1,290,305 employee compensation . . . 19,165 19 — 266,032 382,657 — Stock based compensation expense . . . . . . . . . . . . Tax beneﬁt from stock option plans . . . . . . . . . . . . . . Treasury stock retired . . . . . Balance at December 31, — (133,257) — (133) 313,000 (1,140,093) — — — 1,140,226 Accumulated Other Comprehensive Loss $(21,772) — Total Shareholders’ Equity $ 54,026,207 11,011,130 (19,055) (19,055) — — — — — — 13,323,694 1,290,515 266,051 382,657 313,000 — — — — — — — — — — — 2012 . . . . . . . . . . . . . . 8,371,439 — Net Income . . . . . . . . . . . Change in unrealized loss from interest rate swap . . . — Common stock issued upon exercise of options Common stock issued as . . . . . 18,399 employee compensation . . 20,655 Stock based compensation expense . . . . . . . . . . . . Tax beneﬁt from stock option plans . . . . . . . . . . . . . . — — Balance at December 31, 2013 . . . . . . . . . . . . . . 8,410,493 — Net Loss . . . . . . . . . . . . . Change in unrealized loss from interest rate swap . . . — Common stock issued upon exercise of options Common stock issued as . . . . . 85,312 employee compensation . . . 4,750 Stock based compensation expense . . . . . . . . . . . . Tax beneﬁt from stock option plans . . . . . . . . . . . . . . Balance at December 31, — — 8,371 — 49,780,673 30,845,982 — 7,736,894 — 18 21 — — — (18) 193,884 379,809 27,000 — — — — — — — — — — — — (40,827) — 80,594,199 7,736,894 19,712 19,712 — — — — — 193,905 379,809 27,000 $8,410 $50,381,348 $ 38,582,876 — (25,209,275) — — $(21,115) — — $ 88,951,519 (25,209,275) — 86 5 — — — 447,665 57,992 467,765 86,000 — — — — — — — — — — 11,399 11,399 — — — — 447,751 57,997 467,765 86,000 2014 . . . . . . . . . . . . . . 8,500,555 $8,501 $51,440,770 $ 13,373,601 $ — $ (9,716) $ 64,813,156 See Notes to Financial Statements F-4 CPI AEROSTRUCTURES, INC. STATEMENTS OF CASH FLOWS Years ended December 31, Cash ﬂows from operating activities: 2014 2013 2012 Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . $(25,209,275) $ 7,736,894 $ 11,011,130 Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: Depreciation and amortization . . . . . . . . . . . . . . . . . . Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . . . . . . . . . Common stock issued as employee compensation . . . . . Loss on disposal of ﬁxed asset . . . . . . . . . . . . . . . . . . Deferred portion of provision for income taxes . . . . . . . Tax beneﬁt for stock options . . . . . . . . . . . . . . . . . . . Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating assets and liabilities: (Increase) decrease in accounts receivable . . . . . . . . . . (Increase) decrease in other assets . . . . . . . . . . . . . . . . (Increase) decrease in costs and estimated earnings in excess of billings on uncompleted contracts Decrease (increase) in prepaid expenses and other . . . . . . . current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . Increase (decrease) in refundable income taxes . . . . . . . Increase in accounts payable and accrued expenses . . . . Increase in accrued losses on uncompleted contracts . . . (Decrease) increase in income taxes payable . . . . . . . . . Increase (decrease) in billings in excess of costs and 763,736 17,098 467,765 57,993 1,042 (3,790,000) (86,000) — 704,435 54,621 379,809 41,830 — (107,000) (27,000) — 623,795 90,419 382,657 37,761 — 11,000 (313,000) (50,000) (2,074,560) — 2,382,092 1,512,904 (3,951,680) — 33,542,997 (3,612,292) (29,783,016) (219,007) (8,138,322) 1,715,580 396,182 (730,469) (183,205) — (5,817,028) — 582,536 240,263 — 1,465,562 — (2,383,000) estimated earnings on uncompleted contracts . . . . . . . Net cash provided by (used in) operating activities . . . . (82,520) (3,367,760) (380,683) 3,267,913 540,387 (22,077,722) Cash ﬂows from investing activities: Purchase of property and equipment . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . (602,924) (602,924) (637,370) (637,370) (825,110) (825,110) Cash ﬂows from ﬁnancing activities: Proceeds from exercise of stock options . . . . . . . . . . . . Proceeds from sale of common stock . . . . . . . . . . . . . . Payment of line of credit . . . . . . . . . . . . . . . . . . . . . . Proceeds from line of credit . . . . . . . . . . . . . . . . . . . . Payment of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from long-term debt . . . . . . . . . . . . . . . . . . . Tax beneﬁt for stock options Net cash provided by (used in) ﬁnancing activities . . . . Net increase (decrease) in cash . . . . . . . . . . . . . . . . . . . Cash at beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash at end of year 447,751 — (4,700,000) 8,500,000 (1,024,263) — 86,000 3,309,488 (661,196) 2,166,103 $ 1,504,907 — — (13,100,000) 11,000,000 (1,101,243) — 27,000 (3,174,243) (543,700) 2,709,803 $ 2,166,103 1,290,515 13,323,694 (4,000,000) 11,350,000 (2,042,774) 4,500,000 313,000 24,734,435 1,831,603 878,200 $ 2,709,803 Supplemental schedule of noncash investing and ﬁnancing activities: Equipment acquired under capital lease . . . . . . . . . . . . . . Accrued expenses settled in exchange for common stock . . Stock options proceeds paid with Company’s stock . . . . . . Supplemental schedule of cash ﬂow information: Cash paid during the year for interest . . . . . . . . . . . . . . . Cash paid for income taxes . . . . . . . . . . . . . . . . . . . . . . $ $ $ 67,283 $ — $ — $ 9,342 152,076 303,064 $ $ $ 76,592 228,290 355,655 915,695 855,000 $ 985,189 $ 3,000,000 $ 783,373 $ 7,886,409 See Notes to Financial Statements F-5 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: CPI Aerostructures, Inc. (‘‘CPI Aero(cid:5)’’ or the ‘‘Company’’) is a U.S. supplier of aircraft parts for ﬁxed wing aircraft and helicopters in both the commercial and defense markets. We manufacture complex aerostructure assemblies, as well as aerosystems. Additionally, we supply parts for MRO and kitting contracts. Use of Estimates The preparation of ﬁnancial statements in conformity with accounting principles generally accepted in the United States of America requires the use of estimates by management. Actual results could differ from these estimates. Revenue Recognition The Company’s revenue is recognized based on the percentage of completion method of accounting for its contracts measured by the percentage of total costs incurred to date to estimated total costs at completion for each contract. Contract costs include all direct material, labor costs, tooling and those indirect costs related to contract performance, such as indirect labor, supplies, tools, repairs and depreciation costs. Selling, general and administrative costs are charged to expense as incurred. Estimated losses on uncompleted contracts are recognized in the period in which such losses are determined. Changes in job performance may result in revisions to costs and income and are recognized in the period in which revisions are determined to be required. The percentage of completion method of accounting involves considerable use of estimates in determining revenues, costs and proﬁts and in assigning the amounts to accounting periods and, as a result, there can be a signiﬁcant disparity between earnings (both for accounting and taxes) as reported and actual cash received by the Company during any reporting period. In accordance with industry practice, costs and estimated earnings in excess of billings on uncompleted contracts, included in the accompanying balance sheets, contain amounts relating to contracts and programs with long production cycles, a portion of which will not be realized within one year. The Company’s recorded revenue may be adjusted in later periods in the event that the Company’s cost estimates prove to be inaccurate or a contract is terminated. 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. During the year ended December 31, 2014, the Company adjusted the estimated total revenue and recorded a loss on its Wing Replacement Program (‘‘WRP’’) for the U.S. Air Force’s A-10 Thunderbolt aircraft (‘‘A-10’’). The long term future of the A-10 has been uncertain since March 2014 when the U.S. Department of Defense released its 2015 Budget Request that called for the retirement of the entire A-10 ﬂeet. More recent events have led the Company to conclude that our A-10 WRP will likely not continue to the full 242 aircraft as anticipated at the start of the program. The 2015 Department of Defense Appropriations Act passed by the United States House of Representatives on June 20, 2014 provides no funding for A-10 operations in U.S. Government ﬁscal year 2015 that commenced October 1, 2014. Further, this bill rescinds funding from the 2014 U.S. Department of Defense Budget that was to have been used for the procurement of additional wings for the A-10. The Company has no information to support a different conclusion. Because of the probable termination of the Company’s A-10 WRP, the Company has reduced its revenue estimates with respect to this program by approximately 41%. This change in estimate results in an approximate cumulative $44.7 million decrease in revenue from the inception of the program in 2008 through June 30, 2014, all of which was recorded in the quarter ended June 30, 2014. Also, the uncertainty of the future of the A-10 aircraft has impacted the Company’s ability to achieve normal program cost reductions at to revenue, we have recorded a suppliers. Accordingly, $2.6 million adjustment to cost of sales on the A-10 WRP. in addition to the $44.7 million adjustment F-6 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: − (continued) Government Contracts to the procurement the The Company’s government contracts are subject U.S. government. Many of the contract terms are dictated by these rules and regulations. Speciﬁcally, cost-based pricing is determined under the Federal Acquisition Regulation (‘‘FAR’’), which provide guidance on the types of costs that are allowable in establishing prices for goods and services under U.S. government contracts. For example, costs such as those related to charitable contributions, advertising, interest expense, and public relations are unallowable, and therefore not recoverable through sales. During and after the fulﬁllment of a government contract, the Company may be audited in respect of the direct and allocated indirect costs attributable thereto. These audits may result in adjustments to the Company’s contract cost, and/ or revenue. rules and regulations of When contractual terms allow, the Company invoices its customers on a progress basis. Cash 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 December 31, 2014 and 2013, the Company had approximately $1,110,000 and $2,112,000, respectively, of uninsured balances. The Company limits its credit risk by selecting ﬁnancial institutions considered to be highly credit worthy. Accounts Receivable Accounts receivable are reported at their outstanding unpaid principal balances. The Company writes off accounts when they are deemed to be uncollectible. Property and Equipment Depreciation and amortization of property and equipment is provided by the straight-line method over the shorter of estimated useful lives of the respective assets or the life of the lease, for leasehold improvements. Rent We recognize rent expense on a straight-line basis over the expected lease term. Within the provisions of certain leases there are escalations in payments over the lease term. The effects of the escalations have been reﬂected in rent expense on a straight-line basis over the expected lease term. Long-Lived Assets The Company reviews its long-lived assets and certain related intangibles for impairment whenever changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. As a result of its review, the Company does not believe that any such change has occurred. If such changes in circumstance are present, a loss is recognized to the extent the carrying value of the asset is in excess of the fair value of cash ﬂows expected to result from the use of the asset and amounts expected to be realized upon its eventual disposition. Short-Term Debt The fair value of the Company’s short-term debt is estimated based on the current rates offered to the Company for debt of similar terms and maturities. Using this method, the fair value of the Company’s short-term debt was not signiﬁcantly different than the stated value at December 31, 2014 and 2013. F-7 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: − (continued) Derivatives Our use of derivative instruments has primarily been to hedge interest rates. These derivative contracts are entered into with ﬁnancial institutions. We do not use derivative instruments for trading purposes and we have procedures in place to monitor and control their use. We record these derivative ﬁnancial instruments on the balance sheet 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 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. See below for a discussion of our use of in derivative instruments and fair value derivative instruments, management of credit information. risk inherent In October 2008, the Company entered into an interest rate swap with the objective of reducing our 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 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. No material ineffectiveness was recognized in 2014 and 2013. As of December 31, 2014 and 2013, we had a net deferred loss associated with cash ﬂow hedges of approximately $14,700 and $32,000, respectively, due to the interest rate swap which has been included in Other Liabilities. As a result of the use of derivative instruments, the Company is exposed to risk that the counterparties may fail to meet their contractual obligations. Recent adverse developments in the global ﬁnancial and credit markets could negatively impact the creditworthiness of our counterparties and cause one or more of our counterparties to fail to perform as expected. To mitigate the counterparty credit risk, we only enter into contracts with carefully selected major ﬁnancial institutions based upon their credit ratings and other factors, and continually assess the creditworthiness of counterparties. To date, all counterparties have performed in accordance with their contractual obligations. Fair Value At December 31, 2014 and 2013, 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. 2014 2013 Carrying Amount Fair Value Carrying Amount Fair Value Debt Short-term borrowings and long-term debt . . . . $27,411,556 $27,411,556 $24,568,536 $24,568,536 We estimated the fair value of debt using market quotes and calculations based on market rates. F-8 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: − (continued) The following tables present the fair values of liabilities measured on a recurring basis as of December 31, 2014 and 2013: Description Interest Rate Swap . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $14,716 $14,716 Description Interest Rate Swap . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total $31,992 $31,992 Fair Value Measurements 2014 Quoted Prices in Active Markets for Identical assets (Level 1) — — Signiﬁcant Other Observable Inputs (Level 2) $14,716 $14,716 Signiﬁcant Unobservable Inputs (Level 3) — — Fair Value Measurements 2013 Quoted Prices in Active Markets for Identical assets (Level 1) — — Signiﬁcant Other Observable Inputs (Level 2) $31,992 $31,992 Signiﬁcant Unobservable Inputs (Level 3) — — 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 interest differential between the contractual swap and the replacement swap. As of December 31, 2014 and 2013, $14,716 and $31,992, respectively, was included in Other Liabilities related to the fair value of the Company’s interest rate swap, and $9,716 and $21,115, respectively, net of tax of $5,000 and $10,877, respectively, was included in Accumulated Other Comprehensive Loss. Earnings Per Share Basic earnings per common share is computed using the weighted-average number of shares outstanding. Diluted earnings per common share is computed using the weighted-average number of shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock. No incremental shares were used in the calculation of diluted loss per common share in 2014, as the effect of incremental shares would be anti-dilutive. Incremental shares of 381,919 were used in the calculation of diluted earnings per common share in 2013. Incremental shares of 116,292 were not included in the diluted earnings per share calculations at December 31, 2013, as their exercise price was in excess of the Company’s quoted market price and, accordingly, these shares are not assumed to be exercised for the diluted earnings per share calculation. Incremental shares of 415,517 were used in the calculation of diluted earnings per common share in 2012. Incremental shares of 124,217 were not included in the diluted earnings per share calculations at December 31, 2012, as their exercise price was in excess of the Company’s quoted market price and, accordingly, these shares are not assumed to be exercised for the diluted earnings per share calculation. Income taxes Income taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax consequences attributable to the temporary differences between the ﬁnancial statements carrying amounts of assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect on F-9 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 1. PRINCIPAL BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: − (continued) deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the in the opinion of enactment date. Deferred tax assets are reduced by a valuation allowance when, management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has recorded a liability for unrecognized tax beneﬁts resulting from tax positions taken, or expected to be taken, in an income tax return. It is the Company’s policy to recognize interest and penalties related to uncertain tax positions as a component of income tax expense. Uncertain tax positions are evaluated and adjusted as appropriate, while taking into account the progress of audits of various taxing jurisdictions. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for annual and interim periods in ﬁscal years beginning after December 15, 2016. Early application is not permitted. ASU 2014-09 is effective for our ﬁrst quarter of ﬁscal year 2017 using either the retrospective or cumulative effect transition method. We are evaluating the effect that ASU 2014-09 will have on our ﬁnancial statements and related disclosures. We have not yet selected a transition method nor have we determined the effect of the standard on our ongoing ﬁnancial reporting. 2. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS: At December 31, 2014, costs and estimated earnings in excess of billings on uncompleted contracts (unbilled) consist of: Costs incurred on uncompleted contracts . . . Estimated earnings . . . . . . . . . . . . . . . . . . Less billings to date . . . . . . . . . . . . . . . . . Costs and estimated earnings in excess of U.S. Government $299,871,583 56,708,610 356,580,193 313,441,471 Commercial $ 90,272,545 39,773,983 130,046,528 94,324,761 Total $390,144,128 96,482,593 486,626,721 407,766,232 billings on uncompleted contracts . . . . . $ 43,138,722 $ 35,721,767 $ 78,860,489 At December 31, 2013, costs and estimated earnings in excess of billings on uncompleted contracts (unbilled) consist of: Costs incurred on uncompleted contracts . . . Estimated earnings . . . . . . . . . . . . . . . . . . Less billings to date . . . . . . . . . . . . . . . . . Costs and estimated earnings in excess of U.S. Government $259,050,407 95,590,879 354,641,286 272,783,120 Commercial $62,502,116 30,694,605 93,196,721 62,733,921 Total $321,552,523 126,285,484 447,838,007 335,517,041 billings on uncompleted contracts . . . . . $ 81,858,166 $30,462,800 $112,320,966 F-10 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 2. COSTS AND ESTIMATED EARNINGS IN EXCESS OF BILLINGS ON UNCOMPLETED CONTRACTS: − (continued) The above amounts are included in the accompanying balance sheets under the following captions at December 31, 2014 and 2013: Costs and estimated earnings in excess of billings on uncompleted contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $79,054,139 $112,597,136 Billings in excess of costs and estimated earnings on uncompleted contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (193,650) $78,860,489 (276,170) $112,320,966 2014 2013 Unbilled costs and estimated earnings are billed in accordance with applicable contract terms. As of December 31, 2014, approximately $3 million of the balances above are not expected to be collected within one year. There are no amounts billed under retainage provisions. 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 years ended December 31, 2014, 2013 and 2012, 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 $42,568,000, $3,700,000 and $1,300,000, respectively, from that which would have been reported had the revised estimate been used as the basis of recognition of contract proﬁts in prior years. Although management believes it has established adequate procedures for estimating costs to complete on uncompleted open contracts, it is at least reasonably possible that additional signiﬁcant costs could occur on contracts prior to completion. 3. ACCOUNTS RECEIVABLE: Accounts receivable consists of trade receivables as follows: December 31, Billed receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: allowance for doubtful accounts 2014 $6,491,814 (25,000) $6,466,814 2013 $4,417,254 (25,000) $4,392,254 4. PROPERTY AND EQUIPMENT: December 31, Machinery and equipment . . . . . . . . . . . . . . . . . . Computer equipment . . . . . . . . . . . . . . . . . . . . . . Furniture and ﬁxtures . . . . . . . . . . . . . . . . . . . . . Automobiles and trucks . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . Less accumulated depreciation and amortization . . . 2014 $1,646,787 3,163,227 610,323 13,162 1,532,355 6,965,854 4,210,668 $2,755,186 2013 $1,263,962 2,901,373 600,185 13,162 1,518,779 6,297,461 3,447,708 $2,849,753 Estimated Useful Life (years) 5 to 10 5 7 5 10 F-11 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 4. PROPERTY AND EQUIPMENT: − (continued) Depreciation and amortization expense for the years ended December 31, 2014, 2013 and 2012 was $763,736, $704,435 and $623,795, respectively. During the years ended December 31, 2014 and 2013, respectively, of property and equipment under notes payable and capital leases. the Company acquired $67,283 and $9,342, 5. LINE OF CREDIT: Until December 2012, the Company was party to a Credit Agreement, dated August 13, 2007, as amended, between the Company and Sovereign Bank (the ‘‘Prior Agreement’’), which provided for a revolving credit facility and two term loans. Immediately prior to entering into the Restated Agreement (identiﬁed below), a revolving credit facility in the aggregate of $18.0 million was available to the Company under the Prior Agreement. On December 5, 2012, the Company entered into an Amended and Restated Credit Agreement with Sovereign Bank as the sole arranger, administrative agent and collateral agent and Valley National Bank. The Restated Agreement provides for a revolving credit loan commitment (the ‘‘Revolving Facility’’) of $35 million, which replaces the Sovereign Revolving Facility, and a term loan of $3.9 million. The term of the Restated Agreement is through December 2016. The Restated Agreement increases the availability under, and amends and restates the Prior Agreement. One of the term loans under the Prior Agreement was reﬁnanced as a revolving credit loan under the Restated Agreement. The other term loan and the revolving credit loans under the Prior Agreement continued as a term loan and revolving credit loan under the Restated Agreement. As of December 31, 2014, the Company was in compliance with all covenants contained in the Restated Agreement. As of December 31, 2014, the Company had $25.2 million outstanding under the Revolving Facility bearing interest at 3.25%. 6. LONG-TERM DEBT: On October 22, 2008, the Company obtained a $3 million term loan from Sovereign Bank to be amortized over ﬁve years (the ‘‘Sovereign Term Facility’’). Prior to entering into the term loan the Company had borrowed $2.5 million under the Sovereign Revolving Facility to fund the initial tooling costs related to a long-term contract. The Company used the proceeds from the Sovereign Term Facility to repay the borrowings under the Sovereign Revolving Facility and to pay for additional tooling related to a long-term contract. This term loan was reﬁnanced as part of the Revolving Facility under the Restated Agreement. On March 9, 2012, the Company obtained a $4.5 million term loan from Sovereign Bank to be amortized over ﬁve years (the ‘‘Sovereign Term Facility 2’’). Sovereign Term Facility 2 was used to purchase tooling and equipment for new programs. Sovereign Term Facility 2 bears interest at the lower of LIBOR plus 3% or Sovereign Bank’s prime rate. Additionally, the Company and Sovereign Bank entered into a ﬁve-year interest rate swap agreement, in the notional amount of $4.5 million. Under the interest rate swap, the Company pays an amount to Sovereign Bank representing interest on the notional amount at a ﬁxed rate of 4.11% and receives an amount from Sovereign Bank representing interest on the notional amount of a rate equal to the one-month LIBOR plus 3%. The effect of this interest rate swap will be the Company paying a ﬁxed interest ﬁxed rate of 4.11% over the term of the Sovereign Term Facility 2. F-12 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 6. LONG-TERM DEBT: − (continued) The maturities of the long-term debt are as follows: Year ending December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 971,713 951,927 315,097 16,350 6,469 $2,261,556 leases and notes payable of $161,555 and $218,536 at Also included in long-term debt are capital December 31, 2014 and 2013, respectively, including a current portion of $71,713 and $120,349, respectively. The cost of assets under capital leases was approximately $1,118,720 and $1,061,000 at December 31, 2014 and 2013, respectively. Accumulated depreciation of assets under capital leases was approximately $765,000 and $570,000 at December 31, 2014 and 2013, respectively. 7. COMMITMENTS: The Company has employment agreements with two employees. The aggregate future commitment under these agreements is as follows: Year ending December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 588,000 588,000 $1,176,000 These agreements provide for additional bonus payments that are calculated as deﬁned in the respective employment agreements. The Company leases an office and warehouse facility under a non-cancelable operating lease which expires in December 2022. The aggregate future commitment under this agreement is as follows: Year ending December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter $ 1,562,685 1,600,467 1,639,382 1,679,465 1,720,750 4,172,707 $12,375,456 Rent expense for the years ended December 31, 2014, 2013 and 2012 was $1,608,702, $1,636,171 and $1,634,121, respectively. F-13 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 8. INCOME TAXES: The provision for (beneﬁt from) income taxes consists of the following: Years ended December 31, Current: 2014 2013 2012 Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prior year over accrual State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (8,646,000) 44,000 6,000 $3,524,000 — — $5,503,000 — — Deferred: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,877,000) $(12,473,000) (107,000) $3,417,000 11,000 $5,514,000 The difference between the income tax provision computed at the federal statutory rate and the actual tax provision is accounted for as follows: December 31, Taxes computed at the federal statutory rate . . . . . . . State income tax, net . . . . . . . . . . . . . . . . . . . . . . Prior year true-up . . . . . . . . . . . . . . . . . . . . . . . . Research and development tax credit . . . . . . . . . . . Reduction in domestic production activity . . . . . . . . AMT credit carryforward . . . . . . . . . . . . . . . . . . . Permanent differences . . . . . . . . . . . . . . . . . . . . . . Provision for (beneﬁt from) income taxes . . . . . . . 2014 $(12,812,000) 4,000 44,000 (140,000) 893,000 (584,000) 122,000 $(12,473,000) 2013 $3,792,000 — 190,000 — — — (565,000) $3,417,000 2012 $5,701,000 — 47,000 — — — (234,000) $5,514,000 The components of deferred income tax assets and liabilities are as follows: Deferred Tax Assets: Revenue recognition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . Credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax asset − current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred rent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest rate swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating loss carryforward . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Tax Assets − non current . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Tax Liabilities: Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred Tax Liabilities − current . . . . . . . . . . . . . . . . . . . . . . . . . Property and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liability − noncurrent . . . . . . . . . . . . . . . . . . . . . . . . . Net Deferred Tax Assets (Liabilities) . . . . . . . . . . . . . . . . . . . . . . . 2014 $ 560,000 5,000 9,000 1,134,000 1,708,000 197,000 827,000 — 2,567,000 3,591,000 128,000 128,000 622,000 622,000 $4,549,000 2013 $ 408,000 — 9,000 — 417,000 191,000 931,000 11,000 — 1,133,000 89,000 89,000 788,000 788,000 $ 673,000 F-14 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 8. INCOME TAXES: − (continued) The Company recognized, for income tax purposes, a tax beneﬁt of $513,000, $266,000 and $528,000 for the years ended December 31, 2014, 2013 and 2012, respectively, for compensation expense related to its stock option plan for which no corresponding charge to operations has been recorded. Such amounts have been added to additional paid-in capital in those years. Because of the change in estimate on the Company’s A-10 program, described above, the Company incurred a net loss for the year ended December 31, 2014. This net loss, after adjustment for carrying back tax losses to recover previously paid taxes, results in a net operating loss carryforward at December 31, 2014 of approximately $7,600,000 which will expire in 2029. 9. EMPLOYEE STOCK OPTION PLANS: The Company accounts for compensation expense associated with Stock Options based on the fair value of the options on the date of grant. The Company used the modiﬁed transition method to establish the beginning balance of the additional paid-in capital pool related to the tax effects of employee share-based compensation, which is available to absorb tax deﬁciencies recognized subsequent to the adoption of the fair value method. income (loss) for the years ended December 31, 2014, 2013 and 2012, include The Company’s net approximately $468,000, $380,000 and $383,000 of stock based compensation expense, respectively. The Company recorded reductions in income tax payable of approximately $513,000, $266,000 and $528,000 for the years ended December 31, 2014, 2013 and 2012, respectively, as a result of the tax beneﬁt upon exercise of options. The compensation expense related to the Company’s stock-based compensation arrangements is recorded as a component of selling, general and administrative expenses. Cash ﬂows resulting from tax deductions in excess of the cumulative compensation cost recognized from options exercised (excess tax beneﬁts) is classiﬁed as cash inﬂows from ﬁnancing activities and cash inﬂows from operating activities. In 2000, the Company adopted the Performance Equity Plan 2000 (the ‘‘2000 Plan’’). The 2000 Plan, as amended, reserved 1,230,000 common shares for issuance. The 2000 Plan provides for the issuance of either incentive stock options or nonqualiﬁed stock options to employees, consultants or others who provide services to the Company. The options’ exercise price is equal to the closing price of the Company’s shares on the day of issuance, except for incentive stock options granted to the Company’s president, which are exercisable at 110% of the closing price of the Company’s shares on the date of issuance. In 2009, the Company adopted the Performance Equity Plan 2009 (the ‘‘2009 Plan’’). The 2009 Plan reserved 500,000 common shares for issuance. The 2009 Plan provides for the issuance of either incentive stock options or nonqualiﬁed stock options to employees, consultants or others who provide services to the Company. The options’ exercise price is equal to the closing price of the Company’s shares on the day of issuance, except for incentive stock options granted to any person possessing more than 10% of the total combined voting power of all classes of Company stock, which are exercisable at 110% of the closing price of the Company’s shares on the date of issuance. The Company has 175,416 options available for grant under the 2009 Plan. F-15 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 9. EMPLOYEE STOCK OPTION PLANS: − (continued) The estimated fair value of each option award granted was determined on the date of grant using the Black-Scholes option valuation model. The following weighted average assumptions were used for option grants during the years ended December 31, 2014, 2013 and 2012: Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected option term-in years 2014 1.45% 102.0% 0% 5 2013 0.72% 106.0% 0% 5 2012 0.90% 101.8% 0% 5 The risk free interest rate for the years ended December 31, 2014, 2013 and 2012 is based on the 5 year U.S. Treasury note rate on the day of grant. The expected volatility computation for the years ended December 31, 2014, 2013 and 2012 is based on the average of the volatility over the most recent ﬁve year period, which represents the Company’s estimate of expected volatility over the expected option term. The Company has never paid a dividend, and is not expected to pay a dividend in the foreseeable future, therefore the dividend yield is assumed to be zero. The Company assumes zero forfeitures of options as the historical forfeiture rate is below 1%. A summary of the status of the Company’s stock option plans is as follows: Fixed Options Outstanding at January 1, 2012 . . . . . . . . . . . . . Granted during period . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2012 . . . . . . . . . . . Granted during period . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited/Expired . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2013 . . . . . . . . . . . Granted during period . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at December 31, 2014 . . . . . . . . . . . Options 695,000 40,517 (240,000) 495,517 46,402 (45,000) (35,000) 461,919 43,064 (155,000) 349,983 Vested at December 31, 2014 . . . . . . . . . . . . . . 349,983 Weighted average Exercise Price $ 8.33 11.87 6.85 $ 9.33 10.64 6.70 8.20 9.80 14.67 8.52 10.97 10.97 Weighted average remaining contractual term (in years) 2.66 Aggregate Intrinsic Value 2.73 2.28 2.20 2.20 387,146 387,146 The weighted-average fair value of each option granted during the years ended December 31, 2014, 2013 and 2012, estimated as of the grant date using the Black-Scholes option valuation model was $10.86, $8.17 and $8.91, respectively. The Company’s stock options granted to non-employee directors vest immediately upon grant and have a maximum contractual term of ﬁve years. Stock options granted to employees vest over three years and have a maximum contractual term of ten years. The expected option term is calculated utilizing historical data of option exercises. During the year ended December 31, 2014, 50,000 stock options were exercised for cash, resulting in proceeds to the Company of $447,751. During the same period, 105,000 options were exercised, pursuant to provisions of the stock option plan, where the Company received no cash and 69,687 shares of its common F-16 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 9. EMPLOYEE STOCK OPTION PLANS: − (continued) stock in exchange for the 105,000 shares issued in the exercise. The 69,687 shares that the Company received were valued at $873,390, the fair market value of the shares on the dates of exercise. During the years ended December 31, 2014, 2013 and 2012, $86,000, $27,000 and $313,000, respectively, from the exercise of stock options. the Company recognized a tax beneﬁt of The intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was approximately $679,000, $266,000 and $1,337,000, respectively. The fair value of all options vested during the years ended December 31, 2014, 2013 and 2012 was approximately $387,000, $2,472,000 and $859,000, respectively. 10. EMPLOYEE BENEFIT PLAN: On September 11, 1996, the Company’s board of directors instituted a deﬁned contribution plan under Section 401(k) of the Internal Revenue Code (the ‘‘Code’’). On October 1, 1998, the Company amended and standardized its plan as required by the Code. Pursuant to the amended plan, qualiﬁed employees may contribute a percentage of their pretax eligible compensation to the Plan and the Company will match a percentage of each employee’s contribution. Additionally, the Company has a proﬁt-sharing plan covering all the discretion of management. The amount of eligible employees. Contributions by the Company are at contributions recorded by the Company in 2014, 2013 and 2012 amounted to $355,428, $326,416 and $301,196, respectively. 11. MAJOR CUSTOMERS: Two percent of revenue in 2014, 2% of revenue in 2013 and 7% of revenue in 2012 were directly to the U.S. government. One percent of accounts receivable at December 31, 2014 and 2013 were from the U.S. Government. In addition, in 2014, 22%, 22%, 19% and 11% of our revenue were to our four largest commercial customers, respectively. In 2013, 26%, 21%, 19% and 12% of our revenue were to our four largest commercial customers, respectively. At December 31, 2014, 26%, 21% and 15% of accounts receivable were from our three largest commercial customers. At December 31, 2013, 28%, 24% and 20% of accounts receivable were from our three largest commercial customers. At December 31, 2014 and 2013, less than one percent of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts were from the U.S. government. At December 31, 2014, 27%, 25%, 13%, and 8% of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts were from our four largest commercial customers. At December 31, 2013, 40%, 17%, 16% and 10% of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts were from our four largest commercial customers. F-17 CPI AEROSTRUCTURES, INC. NOTES TO FINANCIAL STATEMENTS 12. QUARTERLY FINANCIAL DATA (UNAUDITED): The results of any single quarter are not necessarily indicative of the Company’s results for the full year. Earnings per share data is computed independently for each of the periods presented. As a result, the sum of the earnings per share amounts for the quarter may not equal the total for the year. 2014 Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gross Proﬁt (loss) Net Income (loss) . . . . . . . . . . . . . . Earning per share (loss) Basic . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . 2013 Revenue . . . . . . . . . . . . . . . . . . . . . Gross Proﬁt . . . . . . . . . . . . . . . . . . Net Income . . . . . . . . . . . . . . . . . . . Earning per share Basic . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . Quarter ended March 31, $21,883,517 4,491,132 1,728,869 June 30, $(23,751,623) (42,963,154) (29,691,951) September 30, $21,487,677 4,471,304 1,036,548 December 31, $20,067,439 4,276,019 1,717,259 0.21 0.20 (3.50) (3.50) 0.20 0.20 0.20 0.20 $19,927,433 4,440,570 1,671,276 $21,110,452 4,236,247 1,784,274 $20,664,645 4,476,127 1,911,100 $21,285,992 5,280,303 2,370,244 0.20 0.20 0.21 0.21 0.23 0.23 0.28 0.28 F-18 CPI AEROSTRUCTURES, INC. Schedule II — Valuation and Qualifying Accounts Allowance for Doubtful Accounts (Deducted from Accounts Receivable) Balance at January 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Deductions from)/charges to costs and expenses . . . . . . . . . . . . . . . . . Deductions from reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2014 $25,000 — — $25,000 2013 $25,000 — — $25,000 2012 $ 75,000 — (50,000) $ 25,000 F-19 Pursuant to the requirements of Section 13 or 15(d) 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: March 6, 2015 CPI AEROSTRUCTURES, INC. (Registrant) By: /s/ Vincent Palazzolo Vincent Palazzolo Chief Financial Officer and Secretary (Principal ﬁnancial and accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Signature /s/ Eric Rosenfeld Eric Rosenfeld /s/ Douglas McCrosson Douglas McCrosson /s/ Vincent Palazzolo Vincent Palazzolo /s/ Walter Paulick Walter Paulick /s/ Kenneth McSweeney Kenneth McSweeney /s/ Harvey Bazaar Harvey Bazaar /s/ Michael Faber Michael Faber /s/ Terry Stinson Terry Stinson Title Date Chairman of the Board of Directors March 6, 2015 Chief Executive Officer and President March 6, 2015 Chief Financial Officer and Secretary (Principal ﬁnancial and accounting officer) Director Director Director Director Director March 6, 2015 March 6, 2015 March 6, 2015 March 6, 2015 March 6, 2015 March 6, 2015 Pretax income . . . . . . . . . . . . . . . . Fixed Charges: Interest Expense . . . . . . . . . . . . . . . Total earnings . . . . . . . . . . . . . . . . Ratio of earnings to ﬁxed charges . . . For the year ended December 31, 2014 (37,682,275) 2013 11,153,895 2012 16,525,130 2011 10,538,928 2010 542,896 Exhibit 12 984,428 (36,697,847) (37.28) 1,043,786 12,197,681 11.69 783,373 17,308,503 22.09 343,491 10,882,419 31.68 158,406 701,302 4.43 SUBSIDIARIES OF RESGISTRANT None. Exhibit 21 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 23.1 333-11669, 333-42403, to the incorporation by reference in the Registration Statements on Form S-8 (Registration We consent Numbers (Registration and Number 333-181056), of our reports dated March 6, 2015, on our audits of the ﬁnancial statements and ﬁnancial statement schedule of CPI Aerostructures, Inc. as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013 and 2012, and the effectiveness of internal control over ﬁnancial reporting of CPI Aerostructures, Inc. as of December 31, 2014 included in the 2014 Annual Report on Form 10-K of CPI Aerostructures, Inc. on Form S-3 333-164687) 333-130077 and /s/ CohnReznick LLP Jericho, New York March 6, 2015 EXHIBIT 31.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Douglas McCrosson, certify that: 1. I have reviewed this Annual Report on Form 10-K of CPI Aerostructures, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial information included in this report, fairly present in all material respects the ﬁnancial condition, results of operations and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporting (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over ﬁnancial reporting, or caused such internal control over ﬁnancial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over ﬁnancial reporting that occurred during the registrant’s fourth ﬁscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over ﬁnancial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over ﬁnancial reporting, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All signiﬁcant deﬁciencies and material weaknesses in the design or operation of internal control over ﬁnancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report ﬁnancial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant’s internal control over ﬁnancial reporting. Dated: March 6, 2015 CPI AEROSTRUCTURES, INC. (Registrant) By: /s/ Douglas McCrosson Douglas McCrosson Chief Executive Officer, President and Director (Principal executive officer) EXHIBIT 31.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Vincent Palazzolo, certify that: 1. I have reviewed this Annual Report on Form 10-K of CPI Aerostructures, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the ﬁnancial statements, and other ﬁnancial information included in this report, fairly present in all material respects the ﬁnancial condition, results of operations and cash ﬂows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as deﬁned in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over ﬁnancial reporting (as deﬁned in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over ﬁnancial reporting, or caused such internal control over ﬁnancial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of ﬁnancial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant’s internal control over ﬁnancial reporting that occurred during the registrant’s fourth ﬁscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over ﬁnancial reporting; and 5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over ﬁnancial reporting, to the registrant’s auditors and to the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All signiﬁcant deﬁciencies and material weaknesses in the design or operation of internal control over ﬁnancial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report ﬁnancial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a signiﬁcant role in the registrant’s internal control over ﬁnancial reporting. Dated: March 6, 2015 CPI AEROSTRUCTURES, INC. (Registrant) By: /s/ Vincent Palazzolo Vincent Palazzolo Chief Financial Officer and Secretary (Principal ﬁnancial and accounting officer) EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of CPI Aerostructures, Inc. (the ‘‘Company’’) on Form 10-K for the year ended December 31, 2014 as ﬁled with the Securities and Exchange Commission (the ‘‘Report’’), the undersigned, to 18 U.S.C. in the capacities and on the date indicated below, hereby certiﬁes pursuant Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: 1. 2. the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and the information contained in the Report fairly presents, condition and results of operation of the Company. in all material respects, the ﬁnancial Dated: March 6, 2015 CPI AEROSTRUCTURES, INC. (Registrant) By: /s/ Douglas McCrosson Douglas McCrosson Chief Executive Officer, President and Director (Principal executive officer) Dated: March 6, 2015 CPI AEROSTRUCTURES, INC. (Registrant) By: /s/ Vincent Palazzolo Vincent Palazzolo Chief Financial Officer and Secretary (Principal ﬁnancial and accounting officer) C O R P O R A T E I N F O R M A T I O N Officers Douglas McCrosson President and Chief Executive Officer Board of Directors Vincent Palazzolo Chief Financial Officer Eric Rosenfeld Chairman Douglas McCrosson President and Chief Executive Officer Harvey Bazaar Director Michael Faber Chief Executive Officer Nextpoint Management Company Kenneth McSweeney Principal K.F. McSweeney, Unlimited Walter Paulick President W.R. Paulick and Associates, Inc. Terry Stinson Chief Executive Officer Stinson Consulting, LLC Corporate Headquarters CPI Aero 91 Heartland Boulevard Edgewood, NY 11717 Tel: (631) 586-5200 Fax: (631) 586-5814 www.cpiaero.com Transfer Agent Communications regarding change of address, transfer of stock ownership, or lost stock certificates should be directed to: Continental Stock Transfer & Trust Company 17 Battery Place New York, NY 10004 (800) 509-5586 / (212) 509-4000 Common Stock CPI Aerostructures’ common stock trades on The NYSE MKT under the symbol CVU. Counsel Graubard Miller 405 Lexington Avenue 11th Floor New York, NY 10174 Independent Auditors CohnReznick LLP 100 Jericho Quadrangle Jericho, NY 11753 Investor Relations The Equity Group Inc. 800 Third Avenue — 36th Floor New York, NY 10022 (212) 371-8660 Stockholder Contact and Form 10-K Stockholders are encouraged to contact the Company with ques- tions or requests for informa- tion. A copy of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as filed with the Securities and Exchange Commission, will be sent to stockholders free of charge upon written request. Inquiries should be directed to: Chief Financial Officer CPI Aero 91 Heartland Boulevard Edgewood, NY 11717 (631) 586-5200 or contact the Company at its website, www.cpiaero.com 91 Heartland Boulevard Edgewood, NY 11717 cpiaero.com

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