Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2017
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ___________ to __________
Commission File Number: 1-11398
CPI AEROSTRUCTURES, INC.
(Exact name of registrant as specified in its charter)
| New York | 11-2520310 | ||||
| (State or other jurisdiction | (IRS Employer Identification Number) | ||||
| of incorporation or organization) | |||||
| 91 Heartland Blvd., Edgewood, NY | 11717 | ||||
| (Address of principal executive offices) | (zip code) | ||||
(631) 586-5200
(Registrant’s telephone number including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ |
| (Do not check if a smaller reporting company) | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒
As of May 2, 2017 the number of shares of common stock, par value $.001 per share, outstanding was 8,832,650.
| INDEX |
Part I - Financial Information
Item 1 – Condensed Financial Statements
| CONDENSED BALANCE SHEETS |
| March 31, | December 31, | |||||||
| 2017 | 2016 | |||||||
| (Unaudited) | (Note 1) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 430,956 | $ | 1,039,586 | ||||
| Accounts receivable, net of allowance for doubtful accounts of $535,514 as of March 31, 2017 and December 31, 2016 | 8,176,378 | 8,514,613 | ||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | 101,929,550 | 99,578,526 | ||||||
| Prepaid expenses and other current assets | 2,732,276 | 2,155,481 | ||||||
| Total current assets | 113,269,160 | 111,288,206 | ||||||
| Property and equipment, net | 2,175,211 | 2,298,610 | ||||||
| Deferred income taxes, net | 3,232,472 | 3,952,598 | ||||||
| Other assets | 236,437 | 252,481 | ||||||
| Total Assets | $ | 118,913,280 | $ | 117,791,895 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable | $ | 11,750,482 | $ | 14,027,457 | ||||
| Accrued expenses | 1,050,663 | 1,386,147 | ||||||
| Billings in excess of costs and estimated earnings on uncompleted contracts | 321,439 | 115,337 | ||||||
| Current portion of long-term debt | 1,585,373 | 1,341,924 | ||||||
| Contract loss | 904,665 | 1,377,171 | ||||||
| Line of credit | 24,938,685 | 22,438,685 | ||||||
| Income tax payable | 6,000 | 6,000 | ||||||
| Total current liabilities | 40,557,307 | 40,692,721 | ||||||
| Long-term debt, net of current portion | 8,452,899 | 8,860,724 | ||||||
| Other liabilities | 619,874 | 632,744 | ||||||
| Total Liabilities | 49,630,080 | 50,186,189 | ||||||
| Shareholders’ Equity: | ||||||||
| Common stock - $.001 par value; authorized 50,000,000 shares, 8,817,120 and 8,739,836 shares, respectively, issued and outstanding | 8,817 | 8,738 | ||||||
| Additional paid-in capital | 53,247,864 | 52,824,950 | ||||||
| Retained earnings | 16,030,319 | 14,781,018 | ||||||
| Accumulated other comprehensive loss | (3,800 | ) | (9,000 | ) | ||||
| Total Shareholders’ Equity | 69,283,200 | 67,605,706 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 118,913,280 | $ | 117,791,895 | ||||
See Notes to Condensed Financial Statements
3
| CONDENSED
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
| For the Three Months Ended | ||||||||
| March 31, | ||||||||
| 2017 | 2016 | |||||||
| (Unaudited) | ||||||||
| Revenue | $ | 20,032,701 | $ | 12,670,032 | ||||
| Cost of sales | 15,495,187 | 24,309,136 | ||||||
| Gross profit (loss) | 4,537,514 | (11,639,104 | ) | |||||
| Selling, general and administrative expenses | 2,163,878 | 2,720,383 | ||||||
| Income (loss) from operations | 2,373,636 | (14,359,487 | ) | |||||
| Interest expense | 390,335 | 275,733 | ||||||
| Income (loss) before provision for (benefit from) income taxes | 1,983,301 | (14,635,220 | ) | |||||
| Provision for (benefit from) income taxes | 734,000 | (5,415,000 | ) | |||||
| Net income (loss) | 1,249,301 | (9,220,220 | ) | |||||
| Other comprehensive income, net of tax - Change in unrealized gain-interest rate swap | 5,200 | 3,453 | ||||||
| Comprehensive income (loss) | $ | 1,254,501 | ($ | 9,216,767 | ) | |||
| Income (loss) per common share – basic | $ | 0.14 | $ | (1.07 | ) | |||
| Income (loss) per common share – diluted | $ | 0.14 | $ | (1.07 | ) | |||
| Shares used in computing income (loss) per common share: | ||||||||
| Basic | 8,781,292 | 8,596,538 | ||||||
| Diluted | 8,830,953 | 8,596,538 | ||||||
See Notes to Condensed Financial Statements
4
| CONDENSED
STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) |
| Common Stock Shares | Amount | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Shareholders’ Equity | |||||||||||||||||||
| Balance at January 1, 2016 | 8,583,511 | $ | 8,584 | $ | 52,137,384 | $ | 18,389,594 | ($ | 3,453 | ) | $ | 70,532,109 | ||||||||||||
| Net loss | — | — | — | (9,220,220 | ) | — | (9,220,220 | ) | ||||||||||||||||
| Change in unrealized loss from interest rate swap | — | — | — | — | 3,453 | 3,453 | ||||||||||||||||||
| Stock-based compensation expense | 13,471 | 12 | 273,047 | — | — | 273,059 | ||||||||||||||||||
| Balance at March 31, 2016 | 8,596,982 | $ | 8,596 | $ | 52,410,431 | $ | 9,169,374 | $ | — | $ | 61,588,401 | |||||||||||||
| Balance at January 1, 2017 | 8,739,836 | $ | 8,738 | $ | 52,824,950 | $ | 14,781,018 | ($ | 9,000 | ) | $ | 67,605,706 | ||||||||||||
| Net income | — | — | — | 1,249,301 | — | 1,249,301 | ||||||||||||||||||
| Change in unrealized loss from interest rate swap | — | — | — | — | 5,200 | 5,200 | ||||||||||||||||||
| Stock-based compensation expense | 77,284 | 79 | 422,914 | — | — | 422,993 | ||||||||||||||||||
| Balance at March 31, 2017 | 8,817,120 | $ | 8,817 | $ | 53,247,864 | $ | 16,030,319 | ($ | 3,800 | ) | $ | 69,283,200 | ||||||||||||
See Notes to Condensed Financial Statements
5
| CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) |
| For the Three Months Ended March 31, | 2017 | 2016 | ||||||
| Cash flows from operating activities: | ||||||||
| Net income (loss) | $ | 1,249,301 | $ | (9,220,220 | ) | |||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Depreciation and amortization | 149,926 | 194,067 | ||||||
| Debt issue cost | 21,392 | — | ||||||
| Deferred rent | (7,670 | ) | 1,373 | |||||
| Loss on disposal of fixed asset | 21,010 | — | ||||||
| Stock-based compensation | 422,993 | 273,059 | ||||||
| Bad debt expense | — | 395,749 | ||||||
| Deferred income taxes | 720,126 | (5,415,000 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| (Increase) decrease in accounts receivable | 338,235 | (2,469,739 | ) | |||||
| (Increase) decrease in costs and estimated earnings in excess of billings on uncompleted contracts | (2,351,024 | ) | 9,738,353 | |||||
| Increase in prepaid expenses and other assets | (576,795 | ) | (199,422 | ) | ||||
| Decrease in accounts payable and accrued expenses | (2,612,459 | ) | (3,368,234 | ) | ||||
| Increase (decrease) in billings in excess of costs and estimated earnings on uncompleted contracts | 206,102 | (103,464 | ) | |||||
| Increase (decrease) in accrued losses on uncompleted contracts | (472,506 | ) | 4,609,491 | |||||
| Decrease in income taxes payable | — | (170,222 | ) | |||||
| Net cash used in operating activities | (2,891,369 | ) | (5,734,209 | ) | ||||
| Cash flows used in investing activities: | ||||||||
| Purchase of property and equipment | (90,017 | ) | (89,737 | ) | ||||
| Proceeds from sale of fixed asset | 42,480 | — | ||||||
| Net cash used in investing activities | (47,537 | ) | (89,737 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Payments on long-term debt | (169,724 | ) | (1,238,560 | ) | ||||
| Proceeds from long-term debt | — | 10,000,000 | ||||||
| Proceeds from line of credit | 3,000,000 | 26,238,685 | ||||||
| Payments on line of credit | (500,000 | ) | (29,200,000 | ) | ||||
| Debt issue costs paid | — | (153,855 | ) | |||||
| Net cash provided by financing activities | 2,330,276 | 5,646,270 | ||||||
| Net decrease in cash | (608,630 | ) | (177,676 | ) | ||||
| Cash at beginning of period | 1,039,586 | 1,002,023 | ||||||
| Cash at end of period | $ | 430,956 | $ | 824,347 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Noncash investing and financing activities: | ||||||||
| Equipment acquired under capital lease | — | $ | 232,575 | |||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 389,615 | $ | 383,524 | ||||
| Income taxes | $ | 13,888 | $ | 165,029 | ||||
See Notes to Condensed Financial Statements
6
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. INTERIM FINANCIAL STATEMENTS
The condensed financial statements of CPI Aerostructures, Inc. (the “Company”) as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.
The condensed balance sheet at December 31, 2016 has been derived from the audited financial statements at that date, but does not include all of the information and notes required by accounting principles generally accepted in the United States for complete financial statements. All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected. Such adjustments are of a normal, recurring nature. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. The results of operations for interim periods are not necessarily indicative of the operating results to be expected for the full year or any other interim period.
The Company maintains its cash in two financial institutions. The balances are insured by the Federal Deposit Insurance Corporation. From time to time, the Company’s balances may exceed these limits. As of March 31, 2017, the Company had $642,304 of uninsured balances. The Company limits its credit risk by selecting financial institutions considered to be highly creditworthy.
The Company predominantly recognizes revenue from contracts over the contractual period under the percentage-of-completion (“POC”) method of accounting. Under the POC method of accounting, sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at the completion of the contract. Recognized revenues that will not be billed under the terms of the contract until a later date are recorded as an asset captioned “Costs and estimated earnings in excess of billings on uncompleted contracts.” Contracts where billings to date have exceeded recognized revenues are recorded as a liability captioned “Billings in excess of costs and estimated earnings on uncompleted contracts.” Changes to the original estimates may be required during the life of the contract. Estimates are reviewed monthly and the effect of any change in the estimated gross margin percentage for a contract is reflected in cost of sales in the period the change becomes known. The use of the POC method of accounting involves considerable use of estimates in determining revenues, costs and profits and in assigning the amounts to accounting periods. As a result, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash received during any reporting period. The Company continually evaluates all of the issues related to the assumptions, risks and uncertainties inherent with the application of the POC method of accounting; however, it cannot be assured that estimates will be accurate. If estimates are not accurate or a contract is terminated, the Company is required to adjust revenue in later periods. Furthermore, even if estimates are accurate, there may be a shortfall in cash flow and the Company may need to borrow money, or seek access to other forms of liquidity, to fund its work in process or to pay taxes until the reported earnings materialize as actual cash receipts.
7
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
When changes 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 three months ended March 31, 2016, the Company had information that the United States Air Force (“USAF”) was intending to increase the number of ship sets on order for the A-10. An increase in the number of ship sets on order would improve the Company’s estimated gross margin on the overall program.
In April 2016, the Company became aware that the USAF had reevaluated its position and as such had deferred any decision regarding increasing the orders on the A-10 program. These changes in position by the USAF were supported by communications from Boeing, the Company’s customer.
Based on the above facts, the Company believed that, it was not probable that there would be any future orders on the A-10 beyond the 173 currently on order. As a result of the information that management became aware of in April 2016, for the quarter ended March 31, 2016 the Company estimated that the A-10 program would run through the conclusion of its current purchase order with Boeing at ship set number 173. The change in estimate resulted in a reduction of revenue of approximately $8.9 million and an increase in cost of sales of approximately $4.6 million, for an aggregate charge of approximately $13.5 million.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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 was to become effective for annual and interim periods in fiscal years beginning after December 15, 2016. In April 2015, the FASB proposed deferring the effective date of ASU 2014-09 for one year, and proposed some modifications to the original provisions. On July 9, 2015, the one year deferral of the effective date was approved, and as such ASU 2014-09 is effective for our first quarter of fiscal year 2018 using either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on it’s financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting, but expects to determine the effect in the second quarter of 2017.
In February of 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The updated guidance requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires that lessors separate lease and nonlease components in a contract in accordance with the new revenue guidance in ASU 2014-09. The updated guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the effect on its financial statements.
8
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
2. stock-based compensation
The Company accounts for stock-based compensation based on the fair value of the stock or stock-based instrument on the date of grant.
In January 2017, the Company granted 59,395 restricted stock units (“RSUs) to its board of directors as partial compensation for the 2017 year. On January 1, 2016, the Company granted 53,882 RSUs to its board of directors as partial compensation for the 2016 year. RSUs vest quarterly on a straight-line basis over a one-year period. The Company’s net income (loss) for the three months ended March 31, 2017 and 2016 includes approximately $292,000 and $273,000, respectively, of non-cash compensation expense related to the RSU grants to the board of directors. This expense is recorded as a component of selling, general and administrative expenses. In addition, the Company granted 5,550 shares of common stock to various employees. For the three months ended March 31, 2017, approximately $13,300 of compensation expense is included in selling, general and administrative expenses and approximately $37,500 of compensation expense is included in cost of sales for this grant.
In August 2016 and March 2017, the Company granted 98,645 and 73,060 shares of common stock, respectively, to various employees. In the event that any of these employees voluntarily terminates their employment prior to certain dates, portions of the shares may be forfeited. In addition, if certain Company performance criterion are not achieved, portions of these shares may be forfeited. These shares will be expensed during various periods through March 2021 based upon the service and performance thresholds. For the three months ended March 31, 2017, approximately $93,600 of compensation expense is included in selling, general and administrative expenses and approximately $19,700 of compensation expense is included in cost of sales for this grant. In March 2017, 12,330 of the shares granted in August of 2016 were forfeited because the Company failed to achieve certain performance criterion for the year ended December 31, 2016. In addition, on March 9, 2017, these employees returned 4,525 common shares, valued at approximately $33,000, to pay the employees’ withholding taxes.
A summary of the status of the Company’s stock option plans as of March 31, 2017 and changes during the three months ended March 31, 2017 is as follows:
| Options | Weighted average exercise price | Weighted average remaining contractual term (in years) | Aggregate intrinsic value | |||||||||||||
| Outstanding at beginning of period | 149,466 | $ | 10.43 | |||||||||||||
| Outstanding and vested at end of period | 149,466 | $ | 10.43 | 1.33 | $ | 5,250 | ||||||||||
During the three months ended March 31, 2017 and March 31, 2016, no stock options were granted or exercised.
9
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
3. Derivative Instruments and Fair Value
Our use of derivative instruments has been to hedge interest rates. These derivative contracts are entered into with a financial institution. 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 condensed balance sheets at fair value. For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative instrument is reported as a component of other comprehensive income (loss) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
Any ineffective portion of the gain or loss on the derivative instrument for a cash flow hedge is recorded in the results of operations immediately. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in the results of operations immediately.
In March 2012, the Company entered into interest rate swaps with the objective of reducing 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 these interest rate swap contracts as cash flow hedges. The Company measures ineffectiveness by comparing the cumulative change in the forward contact with the cumulative change in the hedged item. No material ineffectiveness was recognized in the quarter ended March 31, 2016. The interest rate swap contract was terminated as of March 24, 2016. The Company paid approximately $4,000 at termination to settle the swap contract.
In May 2016, the Company entered into a new interest rate swap with the objective of reducing its exposure to cash flow volatility arising from interest rate fluctuations associated with certain debt. The notional amount, maturity date, and currency of this contract match those of the underlying debt. The Company has designated this interest rate swap contract as a cash flow hedge. The Company measures ineffectiveness by comparing the cumulative change in the forward contact with the cumulative change in the hedged item. As of March 31, 2017, we had a net deferred loss associated with the interest rate swap of approximately $5,000, which was included in other liabilities.
Fair Value
At March 31, 2017 and December 31, 2016, the fair values of cash, accounts receivable, accounts payable and accrued expenses approximated their carrying values because of the short-term nature of these instruments.
| March 31, 2017 | ||||||||
| Carrying Amount | Fair Value | |||||||
| Debt | ||||||||
| Short-term borrowings and long-term debt | $ | 35,019,743 | $ | 35,019,743 | ||||
| December 31, 2016 | ||||||||
| Carrying Amount | Fair Value | |||||||
| Debt | ||||||||
| Short-term borrowings and long-term debt | $ | 32,689,467 | $ | 32,689,467 | ||||
We estimated the fair value of debt using market quotes and calculations based on market rates.
10
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
The following table presents the fair values of those financial liabilities measured on a recurring basis as of March 31, 2017 and December 31, 2016:
| Fair Value Measurements March 31, 2017 | ||||||||||||||||
| Description | Total | Quoted Prices in Active Markets for Identical assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Interest Rate Swap | $ | 4,814 | — | $ | 4,814 | — | ||||||||||
| Total | $ | 4,814 | — | $ | 4,814 | — | ||||||||||
| Fair Value Measurements December 31, 2016 | ||||||||||||||||
| Description | Total | Quoted Prices in Active Markets for Identical assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Interest Rate Swap | $ | 13,685 | — | $ | 13,685 | — | ||||||||||
| Total | $ | 13,685 | — | $ | 13,685 | — | ||||||||||
The fair value of the Company’s interest rate swap was determined by comparing the fixed rate set at the inception of the transaction to the “replacement swap rate,” which represents the market rate for an offsetting interest rate swap with the same notional amounts and final maturity date. The market value is then determined by calculating the present value of the interest differential between the contractual swap and the replacement swap.
11
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
4. COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS
Costs and estimated earnings in excess of billings on uncompleted contracts consist of:
| March 31, 2017 | ||||||||||||
| U.S | ||||||||||||
| Government | Commercial | Total | ||||||||||
| Costs incurred on uncompleted contracts | $ | 350,245,484 | $ | 160,200,864 | $ | 510,446,348 | ||||||
| Estimated earnings | 41,604,960 | 59,384,245 | 100,989,205 | |||||||||
| Sub-total | 391,850,444 | 219,585,109 | 611,435,553 | |||||||||
| Less billings to date | 340,937,961 | 168,889,481 | 509,827,442 | |||||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 50,912,483 | $ | 50,695,628 | $ | 101,608,111 | ||||||
| December 31, 2016 | ||||||||||||
| U.S. | ||||||||||||
| Government | Commercial | Total | ||||||||||
| Costs incurred on uncompleted contracts | $ | 341,003,461 | $ | 153,898,425 | $ | 494,901,886 | ||||||
| Estimated earnings | 39,638,231 | 58,346,518 | 97,984,749 | |||||||||
| Sub-total | 380,641,692 | 212,244,943 | 592,886,635 | |||||||||
| Less billings to date | 331,277,942 | 162,145,504 | 493,423,446 | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 49,363,750 | $ | 50,099,439 | $ | 99,463,189 | ||||||
The above amounts are included in the accompanying condensed balance sheets under the following captions at March 31, 2017 and December 31, 2016:
| March 31, 2017 | December 31, 2016 | |||||||
| Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 101,929,550 | $ | 99,578,526 | ||||
| Billings in excess of costs and estimated earnings on uncompleted contracts | (321,439 | ) | (115,337 | ) | ||||
| Totals | $ | 101,608,111 | $ | 99,463,189 | ||||
U.S. Government Contracts include contracts directly with the U.S. Government and Government subcontracts.
12
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
Revisions in the estimated gross profits on contracts and contract amounts are made in the period in which the circumstances requiring the revisions occur. During the three months ended March 31, 2017, the effect of such revisions in total estimated contract profits resulted in a decrease to the total gross profit to be earned on the contracts of approximately $1,275,000 from that which would have been reported had the revised estimates been used as the basis of recognition of contract profits in prior years, excluding the effect of the A-10 contract. During the three months ended March 31, 2016, the effect of such revisions was a decrease to total gross profit of approximately $1,320,000.
Although management believes it has established adequate procedures for estimating costs to uncompleted open contracts, it is possible that additional significant costs could occur on contracts prior to completion.
5. income (Loss) PER COMMON SHARE
Basic income (loss) per common share is computed using the weighted average number of common shares outstanding. Diluted income (loss) per common share for the three month period ended March 31, 2017 is computed using the weighted-average number of common shares outstanding adjusted for the incremental shares attributed to outstanding options to purchase common stock, as well as unvested RSUs. Potentially dilutive shares of 78,865 were used in the calculation of diluted income per common share in the three months ended March 31, 2017. Potentially dilutive shares of 114,466 were not used in the calculation of diluted income per common share in the three month period ended March 31, 2017, as their exercise price was in excess of the Company’s average stock price for the respective period and, accordingly, these shares are not assumed to be exercised for the diluted earnings per share calculation, as they would be anti-dilutive. No potentially dilutive shares were used in the calculation of diluted income per common share in the three month period ended March 31, 2016, as the effect of incremental shares would be anti-dilutive.
6. Line of credit
On December 5, 2012, the Company entered into an Amended and Restated Credit Agreement (“Restated Agreement”) with Sovereign Bank, now called Santander Bank, N.A. (“Santander”), as the sole arranger, administrative agent and collateral agent, and Valley National Bank. The Restated Agreement provided for a revolving credit loan (“Revolving Facility”) commitment of $35 million and was terminated in March 2016.
On March 24, 2016, the Company entered into a Credit Agreement with Bank United, N.A. as the sole arranger, administrative agent and collateral agent and Citzens Bank N.A. (the “BankUnited Facility”). The BankUnited Facility provides for a revolving credit loan commitment of $30 million (the “Revolving Loan”) and a $10 million term loan (“Term Loan”). The proceeds of the BankUnited Facility were used to pay off all amounts outstanding under the Santander Term Facility and the Revolving Facility. The Revolving Loan bears interest at a rate based upon a pricing grid, as defined in the agreement.
On May 9, 2016, the Company entered into an amendment (the “Amendment”) to the BankUnited Facility. The Amendment changes the definition of EBITDA for the Leverage Coverage Ratio Covenant for the remainder of 2016 and changes the maximum leverage ratio from 3 to 1 to 3.5 to 1 for the quarters ending June 30, 2016 and September 30, 2016. Also, the Amendment increased the interest rate on the BankUnited Facility by 50 basis points and requires the repayment of a portion of the Term Loan if and to the extent that the Company receives any contract reimbursement payments from its current Request for Equitable Adjustment with Boeing on the A-10 program.
As of March 31, 2017, the Company was in compliance with all of the financial covenants contained in the BankUnited Facility, as amended.
As of March 31, 2017, the Company had $24.9 million outstanding under the Revolving Loan bearing interest at 4.75%.
The BankUnited Facility is secured by all of the Company’s assets.
13
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
7. LONG-TERM DEBT
On March 9, 2012, the Company obtained a $4.5 million term loan from Santander to be amortized over five years (the “Santander Term Facility”). The Santander Term Facility was used to purchase tooling and equipment for new programs.
Additionally, the Company and Santander 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 Santander Bank representing interest on the notional amount at a fixed rate of 4.11% and receives an amount from Santander 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 was the Company paying a fixed interest rate of 4.11% over the term of the Santander Term Facility.
The Santander interest swap agreement was terminated and the Santander Term Facility was paid off on March 24, 2016 using the proceeds of the BankUnited Facility. (See Note 6)
In May 2016, the Company entered into a new interest rate swap with the objective of reducing its exposure to cash flow volatility arising from interest rate fluctuations associated with certain debt. The notional amount, maturity date and currency of this contract match those of the underlying debt. The Company has designated this interest rate swap contract as a cash flow hedge.
The Company paid approximately $254,000 of debt issuance costs in connection with the BankUnited Facility of which approximately $128,000 is included in other assets and $43,000 is a reduction of long-term debt.
The Term Loan had an initial amount of $10 million, payable in monthly installments, as defined in the agreement, which matures on March 31, 2019.
The maturities of long-term debt (excluding unamortized debt issuance costs) are as follows:
| Twelve months ending March 31, | ||||
| 2018 | $ | 1,585,373 | ||
| 2019 | 2,108,692 | |||
| 2020 | 6,305,962 | |||
| 2021 | 76,823 | |||
| Thereafter | 4,208 | |||
| $ | 10,081,058 | |||
In addition to the Term Loan, included in long-term debt are capital leases and notes payable of $539,392. In addition, there is a current portion of $168,706.
8. MAJOR CUSTOMERS
During the three months ended March 31, 2017, the Company’s two largest commercial customers accounted for 36% and 25% of revenue. During the three months ended March 31, 2016, the Company’s three largest commercial customers accounted for 33%, 28% and 8% of revenue. In addition, during the three months ended March 31, 2017 and 2016, 1.0% and 0.0%, respectively, of revenue was directly from the U.S. Government.
14
At March 31, 2017, 33%, 26%, 12% and 10% of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts were from the Company’s four largest commercial customers. At December 31, 2016, 33%, 26%, 12% and 11% of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts were from the Company’s four largest commercial customers.
At both March 31, 2017 and December 31, 2016, 1% of Costs and Estimated Earnings in Excess of Billings on Uncompleted Contracts were directly from the U.S. Government.
At March 31, 2017, 32%, 32%, 11% and 11% of our accounts receivable were from our four largest commercial customers. At December 31, 2016, 35%, 24% and 17% of accounts receivable were from our three largest commercial customers.
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| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
The following discussion should be read in conjunction with the Company’s Condensed Financial Statements and notes thereto contained in this report.
Forward Looking Statements
When used in this Form 10-Q and in future filings by us with the Securities and Exchange Commission, the words or phrases “will likely result,” “management expects” or “we expect,” “will continue,” “is anticipated,” “estimated” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The risks are included in Item 1A - Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2016 and Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q. We have no obligation to publicly release the result of any revisions which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.
Business Operations
We are a manufacturer of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. Within the global aerostructure supply chain, we are either a Tier 1 supplier to aircraft Original Equipment Manufacturers (“OEMs”) or a Tier 2 subcontractor to major Tier 1 manufactures. We also are a prime contractor to the U.S. Department of Defense, primarily the Air Force. In conjunction with our assembly operations, we provide engineering, program management, supply chain management, and Maintenance Repair & Overhaul (“MRO”) services.
Marketing and New Business
From the beginning of the current fiscal year through March 31, 2017, we received approximately $5.1 million of new contract awards compared to $14.1 million in the same period of 2016. Through March 31, 2017, we received $0.5 million in prime contracts directly from the US Government compared to $0.5 million in the same period of 2016. We received $2.4 million in government subcontract awards through the three month period ended March 31, 2017 compared to $1.9 million during the same period in 2016. Finally, through March 31, 2017 we have received $2.2 million in commercial subcontract awards as compared to $11.7 million in the same period in 2016. We believe that the decrease in new contract awards is partially the result of the current congressional continuing resolution, which we believe has caused the department of defense and defense contractors to hold back making new contract awards.
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| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Backlog
We produce custom assemblies pursuant to long-term contracts and customer purchase orders. Backlog consists of aggregate values under such contracts and purchase orders, excluding the portion previously included in operating revenues on the basis of percentage of completion accounting, and including estimates of future contract price escalation. Substantially all of our backlog is subject to termination at will and rescheduling, without significant penalty. Funds are often appropriated for programs or contracts on a yearly or quarterly basis, even though the contract may call for performance that is expected to take a number of years. Therefore, our funded backlog does not include the full value of our contracts. Our total backlog as of March 31, 2017 and December 31, 2016 was as follows:
| Backlog (Total) | March 31, 2017 | December 31, 2016 | ||||||
| Funded | $ | 96,975,000 | $ | 94,540,000 | ||||
| Unfunded | 303,849,000 | 321,744,000 | ||||||
| Total | $ | 400,824,000 | $ | 416,284,000 | ||||
Approximately 78% of the total amount of our backlog at March 31, 2017 was attributable to government contracts. Our backlog attributable to government contracts at March 31, 2017 and December 31, 2016 was as follows:
| Backlog (Government) | March 31, 2017 | December 31, 2016 | ||||||
| Funded | $ | 90,929,000 | $ | 92,189,000 | ||||
| Unfunded | 223,326,000 | 229,543,000 | ||||||
| Total | $ | 314,255,000 | $ | 321,732,000 | ||||
Our backlog attributable to commercial contracts at March 31, 2017 and December 31, 2016 was as follows:
| Backlog (Commercial) | March 31, 2017 | December 31, 2016 | ||||||
| Funded | $ | 6,046,000 | $ | 2,351,000 | ||||
| Unfunded | 80,523,000 | 92,201,000 | ||||||
| Total | $ | 86,569,000 | $ | 94,552,000 | ||||
Our unfunded backlog is primarily comprised of the long-term contracts for the G650, E-2D, F-16, T-38, F-35, HondaJet Light Business Jet, Bell AH-1Z, Cessna Citation X+, Sikorsky S-92 and Embraer Phenom 300. These long-term contracts are expected to have yearly orders, which will be funded in the future.
The low level of funded backlog on commercial programs is the result of customers placing funded orders based upon expected lead time. These programs are under long-term agreements with our customers, and as such, we are protected by termination liability provisions.
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| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Critical Accounting Policies
Revenue Recognition
We recognize revenue from our contracts over the contractual period under the percentage-of-completion (“POC”) method of accounting. Under the POC method of accounting, sales and gross profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at the completion of the contract. Recognized revenues that will not be billed under the terms of the contract until a later date are recorded as an asset captioned “Costs and estimated earnings in excess of billings on uncompleted contracts.” Contracts where billings to date have exceeded recognized revenues are recorded as a liability captioned “Billings in excess of costs and estimated earnings on uncompleted contracts.” Changes to the original estimates may be required during the life of the contract. Estimates are reviewed monthly and the effect of any change in the estimated gross margin percentage for a contract is reflected in cost of sales in the period the change becomes known. The use of the POC method of accounting involves considerable use of estimates in determining revenues, costs and profits and in assigning the amounts to accounting periods. As a result, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash received by us during any reporting period. We continually evaluate all of the issues related to the assumptions, risks and uncertainties inherent with the application of the POC method of accounting; however, we cannot assure you that our estimates will be accurate. If our estimates are not accurate or a contract is terminated, we will be forced to adjust revenue in later periods. Furthermore, even if our estimates are accurate, we may have a shortfall in our cash flow and we may need to borrow money, or seek access to other forms of liquidity, to fund our work in process or to pay taxes until the reported earnings materialize as actual cash receipts.
When adjustments are required for the estimated total revenue on a contract, these changes are recognized with an inception-to-date effect in the current period. Also, when estimates of total costs to be incurred exceed estimates of total revenue to be earned, a provision for the entire loss on the contract is recorded in the period in which the loss is determined.
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| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Results of Operations
Revenue
Revenue for the three months ended March 31, 2017 was $20,032,701 compared to $12,670,032 for the same period last year, an increase of $7,362,669 or 58.1%.
During the three months ended March 31, 2016, the Company had information that the United States Air Force (“USAF”) was intending to increase the number of ship sets on order for the A-10. An increase in the number of ship sets on order would improve the Company’s estimated gross margin on the overall program.
In April 2016, the Company became aware that the USAF had reevaluated its position and as such had deferred any decision regarding increasing the orders on the A-10 program. These changes in position by the USAF were supported by communications from Boeing, the Company’s customer.
Based on the above facts, the Company believed that, it was not probable that there would be any future orders on the A-10 beyond the 173 currently on order. As a result of the information that management became aware of in April 2016, for the quarter ended March 31, 2016 the Company estimated that the A-10 program would run through the conclusion of its current purchase order with Boeing at ship set number 173. The change in estimate resulted in a reduction of revenue of approximately $8.9 million in the quarter ended March 31, 2016.
In addition to the change in estimate adjustment to revenue in the quarter ended March 31, 2016, which caused military revenue to be unusually low in that year, military revenue in 2017 increased by approximately $1.4 million as we have begun shipping on our F-16 program.
Revenue from commercial subcontracts was $7,387,244 for the three months ended March 31, 2017 compared to $10,581,948 for the three months ended March 31, 2016, a decrease of $3,194,704 or 30.2%. This decline is predominately the result of a $1.6 million decline in revenue on our Embraer Phenom program, as we have completed the retrofit of all old Phenom’s and are now working only on new production units, a $600,000 decline in revenue on our Cessna Citation X+ program, as we have completed all orders and are awaiting new orders on our long-term agreement with Cessna, a $500,000 decline in revenue on our HondaJet program and a $500,000 decline in revenue on our G650 program, as we have reached low points in the normal shipping cycles on these programs.
Inflation historically has not had a material effect on our operations.
Cost of sales
Cost of sales for the three months ended March 31, 2017 and 2016 was $15,495,187 and $24,309,136, respectively, a decrease of $8,813,949 or 36.3%. The change in estimate on the A-10 program, described above, resulted in an increase in cost of sales of approximately $4.6 million in March of 2016.
The components of the cost of sales were as follows:
| Three months ended | ||||||||
| March 31, 2017 | March 31, 2016 | |||||||
| Procurement | $ | 9,840,062 | $ | 13,302,533 | ||||
| Labor | 1,874,543 | 2,294,461 | ||||||
| Factory Overhead | 4,253,088 | 4,181,376 | ||||||
| Other contract costs (credits) | (472,506 | ) | 4,530,766 | |||||
| Cost of Sales | $ | 15,495,187 | $ | 24,309,136 | ||||
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Other contract costs (credit) for the three months ended March 31, 2017 was ($472,506) compared to $4,530,766, a decrease of $5,003,272. Other contract costs relate to expenses recognized for changes in estimates and expenses predominately associated with loss contracts. Other contract costs are comprised predominantly of charges related to the change in estimate on the A-10 program in 2016. In the three months ended March 31, 2017 other contract costs are a credit, as we have incurred actual expenses on our A-10 program that had been previously recognized as part of the change in estimate charge.
Procurement for the three months ended March 31, 2017 was $9,840,062 compared to $13,302,533, a decrease of $3,462,471 or 26.0%. This decrease is a result of a $1.7 million decrease in procurement on our E-2D program, as we are shipping parts from stock and lowering inventory on this program, as well as an approximately $2 million decrease in procurement on the commercial programs described above.
Labor costs for the three months ended March 31, 2017 was $1,874,543 compared to $2,294,461, a decrease of $419,918 or 18.3%. The decrease is the result of approximately $110,000 decrease in the commercial programs described above, as well as $310,000 decrease in military programs.
Factory overhead for the three months ended March 31, 2017 was $4,253,088 compared to $4,181,376, an increase of $71,712 or 1.7%.
Gross Profit (Loss)
Gross profit for the three months ended March 31, 2017 was $4,537,514 compared to a loss of $11,639,104 for the three months ended March 31, 2016, an increase of $16,176,618, predominately the result of the change in estimate on the A-10 program in the three month ended March 31, 2016.
Favorable/Unfavorable Adjustments to Gross Profit (Loss)
During the three months ended March 31, 2017 and 2016, circumstances required that we make changes in estimates to various contracts. Such changes in estimates resulted in decreases in total gross profit as follows:
| Three months ended | ||||||||
| March 31, 2017 | March 31, 2016 | |||||||
| Favorable adjustments | $ | 211,000 | $ | 121,000 | ||||
| Unfavorable adjustments | (1,486,000 | ) | (1,441,000 | ) | ||||
| Net adjustments | $ | (1,275,000 | ) | $ | (1,320,000 | ) | ||
During the three months ended March 31, 2017 we had two contracts which had an approximately $659,000 and $436,000 of unfavorable adjustments caused by changing estimates on a long-term program that we are working with the customer to agree to contract extensions and expect to have to decrease our selling price. There were no other material changes favorable or unfavorable during the three months ended March 31, 2017.
During the three months ended March 31, 2016 we had one contract which had an approximately $250,000 unfavorable adjustment caused by excess labor and procurement costs due to difficulty in the manufacturing process. In addition, we had an approximate $172,000 unfavorable adjustment on one contract that was canceled by the government. Also, we had three contracts that each had between $150,000 and $180,000 (cumulatively $504,000) of unfavorable adjustments caused by excess labor costs incurred.
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In addition to the above mentioned unfavorable adjustments, in 2016 we had the unfavorable adjustment of approximately, $13.5 million related to the A-10 program described previously.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months ended March 31, 2017 were $2,163,878 compared to $2,720,383 for the three months ended March 31, 2016, a decrease of $556,505, or 20.5%. This change was predominantly the result of a decrease of approximately $270,000 in professional fees because of the extended audit CPI had in 2016 and a decrease of approximately $395,000 in loss on unrealized receivables.
Income (Loss) Before Provision for (Benefit from) Income Taxes
Income before provision for income taxes for the three months ended March 31, 2017 was $1,983,301 compared to loss before benefit from income taxes of $14,635,220 for the same period last year, an increase of $16,618,521, predominately the result of the change in estimate on the A-10 program.
Provision for (Benefit from) Income Taxes
Provision for income taxes was $734,000 for the three months ended March 31, 2017, compared to benefit from income taxes of $5,415,000 for the three months ended March 31, 2016. The effective tax rate at March 31, 2017 was 37%. The benefit from income taxes recognized in the three months ending March 31, 2016, resulted in the booking of a deferred tax asset. At December 31, 2016, the Company had net operating loss carryforwards of approximately $14.6 million which will expire in 2031. Our historical tax rates have been below the federal statutory rate because of the effect of permanent differences between book and tax deductions, predominately the R&D tax credit and the domestic production activity deduction. Beginning at December 31, 2015, we began to accrue taxes in states where were previously did not have nexus. This has increased the effective tax rate to between 35%-37%.
Net Income (Loss)
Net income for the three months ended March 31, 2017 was $1,249,301 or $0.14 per basic share, compared to a loss of $9,220,220 or $1.07 per basic share, for the same period last year. Diluted income per share was $0.14 for the three months ended March 31, 2017 calculated utilizing 8,830,953 weighted average shares outstanding. Basic and diluted income per share for the three months ended March 31, 2016 were the same as effects of outstanding options would be anti-dilutive.
Liquidity and Capital Resources
General
At March 31, 2017, we had working capital of $72,711,853 compared to $70,595,485 at December 31, 2016, an increase of $2,116,368 or 3.0%.
Cash Flow
A large portion of our cash flow is used to pay for materials and processing costs associated with contracts that are in process and which do not provide for progress payments. Costs for which we are not able to bill on a progress basis are components of “Costs and estimated earnings in excess of billings on uncompleted contracts” on our condensed balance sheets and represent the aggregate costs and related earnings for uncompleted contracts for which the customer has not yet been billed. These costs and earnings are recovered upon shipment of products and presentation of billings in accordance with contract terms.
Because the POC method of accounting requires us to use estimates in determining revenue, costs and profits and in assigning the amounts to accounting periods, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash that we receive during any reporting period. Accordingly, it is possible that we may have a shortfall in our cash flow and may need to borrow money, or to raise additional capital, until the reported earnings materialize into actual cash receipts.
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At March 31, 2017, we had a cash balance of $430,956 compared to $1,039,586 at December 31, 2016.
Our costs and estimated earnings in excess of billings increased by approximately $2.3 million during the three months ended March 31, 2017.
Several of our programs require us to expend up-front costs that may have to be amortized over a portion of production units. In the case of significant program delays and/or program cancellations, we could be required to bear impairment charges which may be material, for costs that are not recoverable. Such charges and the loss of up-front costs could have a material impact on our liquidity.
We continue to work to obtain better payment terms with our customers, including accelerated progress payment arrangements, as well as exploring alternative funding sources.
We believe that our existing resources, together with the availability under our credit facility, will be sufficient to meet our current working capital needs for at least 12 months from the date of the filing of our Form 10-Q.
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| Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Credit Facilities
Credit Agreement and Term Loan
On March 24, 2016, the Company entered into a Credit Agreement with Bank United, N.A. as the sole arranger, administrative agent and collateral agent and Citzens Bank, N.A. (the “BankUnited Facility”). The BankUnited Facility provides for a revolving credit loan commitment of $30 million (the “Revolving Loan”) and a $10 million term loan (“Term Loan”). The proceeds of the BankUnited Facility were used to pay off all amounts outstanding under the Santander Term Loan and the Revolving Facility. The Revolving Loan bears interest at a rate based upon a pricing grid, as defined in the agreement.
As of March 31, 2016, the Company was not in compliance with the net profit, Debt Service Coverage, and Leverage Coverage Ratio financial covenants contained in the BankUnited Facility, which non-compliance was waived (the “Waiver”) by the banks. On May 9, 2016 the Company entered into an amendment (the “Amendment”) to the BankUnited Facility which, among other things, provided for the Waiver. In addition, the Amendment changes the definition of EBITDA for the Leverage Coverage Ratio Covenant for the remainder of 2016 and changes the maximum leverage ratio from 3 to 1 to 3.5 to 1 for the quarters ending June 30, 2016 and September 30, 2016. Also, the Amendment increased the interest rate on the BankUnited Facility by 50 basis points and requires the repayment of a portion of the Term Loan if and to the extent that the Company receives any contract reimbursement payments from its current REA with Boeing on the A-10 program.
As of March 31, 2017, the Company had $24.9 million outstanding under the Revolving Loan bearing interest at 4.75%.
The BankUnited Revolving Facility is secured by all of our assets.
The Term Loan had an initial amount of $10 million, payable in monthly installments, as defined in the agreement, which matures on March 31, 2019. The maturities of the Term Loan are included in the maturities of long-term debt.
On March 9, 2012, the Company obtained a $4.5 million term loan from Santander to be amortized over five years (the “Santander Term Facility”). Santander Term Facility was used to purchase tooling and equipment for new programs.
Additionally, the Company and Santander 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 Santander Bank representing interest on the notional amount at a fixed rate of 4.11% and receives an amount from Santander 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 was the Company paying a fixed interest rate of 4.11% over the term of the Santander Term Facility.
The Santander interest swap agreement was terminated and the Santander Term Facility paid off on March 24, 2016 using the proceeds of the BankUnited Facility.
In May 2016, the Company entered into a new interest rate swap with the objective of reducing its exposure to cash flow volatility arising from interest rate fluctuations associated with certain debt. The notional amount, maturity date, and currency of this contract match those of the underlying debt. The Company has designated this interest rate swap contract as a cash flow hedge.
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| Item 3 – Quantitative and Qualitative Disclosures About Market Risk |
Management does not believe that there is any material market risk exposure with respect to derivative or other financial instruments that would require disclosure under this item.
| Item 4 – Controls and Procedures |
Evaluation of Disclosure Controls and Procedures
The Company’s management has established disclosure controls and procedures designed to ensure that information it is required to disclose in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within time periods specified in the Securities and Exchange Commission rules and forms. Such disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information the Company is required to disclose in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.
Based on an evaluation of the Company’s disclosure controls and procedures as of March 31, 2017 made by management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, the Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) were effective as of March 31, 2017.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the quarter ended March 31, 2017 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting.
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None.
Material risks related to our business, financial condition and results of operations are disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 8, 2017. There have been no material changes to such risk factors. The risk factors disclosed in our Annual Report should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
There have been no sales of unregistered equity securities for the three months ended March 31, 2017.
Item 3 – Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
Not applicable.
None.
| Exhibit 31.1 | Section 302 Certification by Chief Executive Officer and President |
| Exhibit 31.2 | Section 302 Certification by Chief Financial Officer (Principal Accounting Officer) |
| Exhibit 32 | Section 906 Certification by Chief Executive Officer and Chief Financial Officer |
| Exhibit 101 | The following financial information from CPI Aerostructures, Inc. Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017 formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Balance Sheet, (ii) the Condensed Statements of Operations and Comprehensive Income (Loss), (iii) the Condensed Statement of Shareholder’s Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Notes to the Condensed Financial Statements |
| 25 |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CPI AEROSTRUCTURES, INC. | |||
| Dated: May 10, 2017 | By. | /s/ Douglas J. McCrosson | |
| Douglas J. McCrosson | |||
| Chief Executive Officer and President | |||
| Dated: May 10, 2017 | By. | /s/ Vincent Palazzolo | |
| Vincent Palazzolo | |||
| Chief Financial Officer (Principal Accounting Officer) | |||
| 26 |