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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001094891-03-000207.txt : 20030804
<SEC-HEADER>0001094891-03-000207.hdr.sgml : 20030804
<ACCEPTANCE-DATETIME>20030804154926
ACCESSION NUMBER:		0001094891-03-000207
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20030731
ITEM INFORMATION:		
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20030804

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CPI AEROSTRUCTURES INC
		CENTRAL INDEX KEY:			0000889348
		STANDARD INDUSTRIAL CLASSIFICATION:	AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728]
		IRS NUMBER:				112520310
		STATE OF INCORPORATION:			NY
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-11398
		FILM NUMBER:		03820670

	BUSINESS ADDRESS:	
		STREET 1:		200A EXECUTIVE DR
		CITY:			EDGEWOOD
		STATE:			NY
		ZIP:			11717
		BUSINESS PHONE:		5165865200
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>cpi_8k-secondquarter.txt
<DESCRIPTION>FORM 8-K
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM 8-K
                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2003


                            CPI AEROSTRUCTURES, INC.
               (Exact Name of Registrant as Specified in Charter)



       New York                    1-11398                 11-2520310
- ----------------------------    --------------             ---------------
(State or Other Jurisdiction    (Commission                (IRS Employer
    of Incorporation)           File Number)               Identification No.)




200A Executive Drive, Edgewood, New York                    11717
- ----------------------------------------                    ------
(Address of Principal Executive Offices)                    (Zip Code)



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



                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)






<PAGE>




Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

          (c)  Exhibits:

               99.1 Press Release,  dated July 31, 2003 announcing June 30, 2003
               financial results.

Item 12.  Results of Operations and Financial Condition.

          The following information is being provided under Item 12:

          On July 31, 2003,  CPI  Aerostructures,  Inc.  issued a press  release
     discussing  its  financial  results for the second  quarter  ended June 30,
     2003. The press release is included as Exhibit 99.1 hereto.



                                       2
<PAGE>



                                    SIGNATURE


          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
     the  registrant  has duly  caused this report to be signed on its behalf by
     the undersigned hereunto duly authorized.


Dated:   August 4, 2003               CPI AEROSTRUCTURES, INC.



                                      By:      /s/ Edward J. Fred
                                               ____________________________
                                               Edward J. Fred
                                               Chief Executive Officer




                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>cpi_8k-secexh99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
                            CPI AEROSTRUCTURES, INC.
                200A Executive Drive - Edgewood , New York 11717
                      (631) 586-5200 - FAX (631) 586-5814

                              FOR IMMEDIATE RELEASE

           CPI AEROSTRUCTURES ANNOUNCES STRONG SECOND QUARTER RESULTS

                              Q2 Revenue Increases 11%;

       First Half Revenue and Pretax Profits Up 18% and 16%, Respectively

Edgewood, NY - July 31, 2003 -- CPI Aerostructures, Inc. ("CPI") (AMEX: CVU)
today announced strong operating results for the second quarter ended June 30,
2003.

Second Quarter 2003 versus 2002:
o    Revenue rose 11% to $6,894,217 compared with $6,208,350;
o    Gross margin remained level at 29%;
o    Pretax income was $1,269,138,  or 18% of revenue, compared with $1,144,259,
     or 18% of revenue;  however,  pretax income included a $166,667 gain on the
     sale of "assets held for sale -  discontinued  operations."  Excluding  the
     gain, pretax income was $1,102,471, which represents 16% of revenue;
o    Net income was  $1,269,138 or $0.25 per share and $0.22 per diluted  share,
     compared  with  $987,259,  or $0.36 per share and $0.31 per diluted  share.
     Excluding the gain discussed  above, net income was $1,102,471 or $0.22 per
     share and $0.19 per diluted share. Net income,  excluding the non-recurring
     gain, if taxed at a 40% effective tax rate,  would have been  $661,483,  or
     $0.13 per share and $0.11 on a diluted basis.

Six Months 2003 versus 2002:
o    Revenue increased 18% to $12,901,664, compared with $10,900,134;
o    Gross margin was 32% compared with 30%;
o    Pretax income was $5,259,673,  or 41% of revenue, compared with $2,075,692,
     or 19% of revenue;  however,  pretax income included a $419,999 gain on the
     "sale of properties held for sale - disposition of assets" and a $2,431,233
     gain on the early  extinguishment  of debt.  Excluding these gains,  pretax
     income  rose  16% to  $2,408,441,  or  19% of  revenue;
o    Net income was $5,259,673,  or $1.17 per share and $1.05 per diluted share,
     compared with  $1,545,692,  or $0.58 per share and $0.51 per diluted share.
     Excluding the gains discussed above, net income was $2,408,441. Net income,
     excluding the  non-recurring  gains,  if taxed at a 40% effective tax rate,
     would have been $1,445,065, or $0.32 per share and $0.29 per diluted share.


                                     (more)


<PAGE>


CPI Aerostructures, Inc. News Release                                     Page 2
July 31, 2003

Non-Recurring Items for the Second Quarter and First Half 2003:
o    During  the first and second  quarters,  CPI sold the  remaining  assets of
     Kolar,  Inc.  (discontinued  operation as of  12/31/01),  specifically  two
     buildings,  which  resulted in a $166,667 gain in the second  quarter and a
     $253,332  gain in the  first  quarter.  Both  of  these  transactions  were
     recorded  as   disposition   of  "assets  held  for  sale  -   discontinued
     operations";
o    $2.7 million of the $7.8 million in net proceeds of CPI's February 19, 2003
     secondary  public  offering was used to  repurchase a $4.0 million note and
     the related accrued interest at a substantial discount, which resulted in a
     $2.4  million  gain  from the  early  extinguishment  of debt in the  first
     quarter;
o    CPI utilized a portion of its NOL in both the first and second quarters, so
     there was no provision for income taxes.  Last year, the company  benefited
     from a tax valuation  adjustment  resulting in an effective tax rate of 14%
     in the  second  quarter  and 25% for the six  month  period.  The NOL being
     utilized in 2003 is expected  to be fully  utilized by the end of 2003,  so
     the Company should be subject to the normal tax rate of 40% in 2004.

Edward J. Fred,  CPI's CEO & President,  stated,  "CPI  continued to  experience
strong  revenue  gains  during the second  quarter as well as a high rate of new
contract wins. On a sequential basis,  revenue was up 15% from this year's first
quarter.  For the first six  months of the year,  new  contract  awards of $19.4
million were 46% ahead of last year's $13.3  million,  which  indicates  that we
have a strong foundation for continued growth well into next year."

Anthony M. D'Agostino,  CPI's CFO added,  "This momentum has allowed us to enter
our third  quarter with $25.7 million of funded  backlog,  which is greater than
our revenue in all of 2002. We mentioned in the first quarter,  and still remain
confident,  that our gross profit margin expectation for the year is between 30%
and 32%  based on the  composite  margin  of our  current  programs.  We  remain
comfortable with our 2003 revenue  forecast of $30 million,  a 25% increase over
the prior  year,  and net income (on an if taxed  basis) of  approximately  $4.0
million, excluding the aforementioned non-recurring gains."

Beyond  this year,  Mr.  Fred  indicated,  "We are  extremely  confident  in our
longer-term  outlook.  CPI has carved an  attractive  niche within the aerospace
marketplace  and is well  positioned  to benefit  from the Air Force's  programs
designed to lengthen  the service of existing  aircraft,  particularly  the C-5A
Galaxy,  and upgrade and modify others,  such as the T-38 Trainer,  for which we
supply various parts. We are working on a number of larger,  multi-year contract
proposals for programs where we have the advantages of experience,  an excellent
reputation  for quality  and on-time  delivery,  a strong  balance  sheet and an
infrastructure  in place that would  enable us to complete  and deliver on these
programs."


                                     (more)


<PAGE>


CPI Aerostructures, Inc. News Release                                     Page 3
July 31, 2003

CONFERENCE CALL
Edward Fred and Anthony  D'Agostino will host a conference call today,  July 31,
2003 at 11 am EDT to discuss second quarter results as well as recent  corporate
developments. After opening remarks, there will be a question and answer period.
Interested parties may participate in the call by dialing (973) 582-2866. Please
call in 10 minutes before the scheduled time and ask for the CPI  Aerostructures
call.  The  conference  call will also be broadcast  live over the Internet.  To
listen to the live call, please go to www.cpiaero.com and click on the "Investor
Relations" section, then click on "Events". Please access the website 15 minutes
prior to the call to download  and install any  necessary  audio  software.  The
conference call will be archived and can be accessed for approximately 90 days.

Founded in 1980,  CPI  Aerostructures  is engaged in the contract  production of
structural  aircraft parts principally for the U.S. Air Force and other branches
of the armed forces. In conjunction with its assembly  operations,  CPI provides
engineering,  technical and program management services.  Among the key programs
that CPI  supplies are the C-5A Galaxy cargo jet, the T-38 Talon jet trainer and
the E-3 Sentry AWACS jet.

The above statements  include forward looking  statements that involve risks and
uncertainties,  which are  described  from  time to time in CPI's  SEC  reports,
including CPI's Form 10-KSB for the year ended December 31, 2002 and Form 10-QSB
for the quarter ended March 31, 2003.

Contact:    Anthony D'Agostino                 Investor Relations Counsel
            Chief Financial Officer            The Equity Group Inc.
            CPI Aerostructures, Inc.           Linda Latman (212) 836-9609
            (631) 586-5200                     Sarah Torres (212)836-9611
            www.cpiaero.com                    www.theequitygroup.com

                            (See Accompanying Tables)


<PAGE>


CPI Aerostructures, Inc. News Release                                     Page 4
July 31, 2003

                            CPI AEROSTRUCTURES, INC.
                         CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
<S>                                                                             <C>                             <C>

                                                                   For the Three Months               For Six Months
                                                                      Ended June 30,                   Ended June 30,
                                                                   2003             2002            2003               2002
                                                                (Unaudited)                                 (Unaudited)
Revenue                                                     $     6,894,217      $6,208,350       $ 12,901,664     $ 10,900,134

Income from operations                                            1,099,029        1,221,890         2,542,011        2,204,400

Other income (expense):
    Interest expense/other income                                     3,442          (77,631)         (133,570)        (128,708)
    Gain on sale of assets held for sale                            166,667            -----           419,999           -----
     - discontinued operations
    Gain on extinguishment of debt                                   -----             -----         2,431,233           -----
Income before provision for income taxes                          1,269,138        1,144,259         5,259,673        2,075,692
Provision for income taxes                                           -----          (157,000)         -----            (530,000)
- ------------------------------------------------------------------------------------------------------------------------------------

Net income                                                  $     1,269,138     $    987,259      $  5,259,673     $  1,545,692

====================================================================================================================================

Earnings per common share - basic                           $          0.25     $       0.36      $       1.17     $       0.58
====================================================================================================================================


Earnings per common share - diluted                         $          0.22     $       0.31      $       1.05     $       0.51
====================================================================================================================================


Shares used in computing earnings per common share:
  Basic                                                           5,110,852        2,709,556         4,483,302        2,683,446
  Diluted                                                         5,763,975        3,214,339         5,029,016        3,004,859
- ------------------------------------------------------------------------------------------------------------------------------------

        Adjusted Pro Forma removing certain benefits from the comparison

                                                                   For the Three Months            For the Six Months
                                                                      Ended June 30,                Ended June 30,
                                                                  2003                2002        2003             2002
                                                                         (Unaudited)                   (Unaudited)
Income before provision for income taxes                    $     1,269,138  $  1,444,259   $  5,259,673    $  2,075,692

  Adjustments to remove non recurring gains:
  Gain on sale of assets held for sale
   - discontinued operations                                       (166,667)      -----         (419,999)       -----
  Gain on extinguishment of debt                                      -----       -----       (2,431,233)       -----
- ------------------------------------------------------------------------------------------------------------------------------------

Pretax Income excluding non-recurring gains                 $     1,102,471   $1,144,259    $  2,408,441     $  2,075,692

Tax provision                                                         -----      157,000          -----           530,000
  Adjustments to provision to make 40%                              440,988      300,704         963,376          300,277
  Adjusted Net Income                                       $       661,483   $  686,555    $  1,445,065      $ 1,245,415
Basic EPS                                                   $          0.13   $     0.25    $       0.32      $      0.46
Diluted EPS                                                 $          0.11   $     0.21    $       0.29      $      0.41

</TABLE>




<PAGE>


CPI Aerostructures, Inc. News Release                                    Page 5
July 31, 2003
<TABLE>
<CAPTION>
<S>                                             <C>                 <C>


                                                Unaudited            Audited
Balance Sheet Highlights                         6/30/03             12/31/02


Cash                                         $   2,981,271         $    91,537

Total current assets                            19,397,004          15,202,592

Total assets                                    19,830,832          15,604,746

Total current liabilities                        4,341,769          13,227,018

Working capital                                 15,055,235           1,975,574

Short-term debt                                     50,172           8,024,160

Long-term debt                                      35,050              40,192

Shareholders' equity                            15,454,013           2,337,536

Total Liabilities and Shareholders' Equity      19,830,832          15,604,746

</TABLE>



                                                     #### ####



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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