UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 10, 2020

 

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

 

New York   001-11398   11-2520310

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading symbol(s) Name of each exchange on
which registered
Common stock, $0.001 par value per share CVU NYSE American

 

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

 

  Emerging growth company   

 

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

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement

 

On April 10, 2020, CPI Aerostructures, Inc. (the “Company”) entered into a loan with BNB Bank as the lender (“Lender”) in an aggregate principal amount of $4,795,000 (“PPP Loan”) pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security (CARES) Act. The PPP Loan is evidenced by a promissory note (“Note”). Subject to the terms of the Note, the PPP Loan bears interest at a fixed rate of one percent (1%) per annum, with the first six months of interest deferred, has an initial term of two years, and is unsecured and guaranteed by the Small Business Administration. The Company may apply to the Lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company during the eight-week period beginning on April 10, 2020, calculated in accordance with the terms of the CARES Act.

 

The Note provides for customary events of default including, among other things, cross-defaults on any other loan with the Lender. The PPP Loan may be accelerated upon the occurrence of an event of default.

 

The foregoing summary is qualified in its entirety by reference to the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 8.01. Other Events.
   

On April 13, 2020, the Company issued a press release announcing that it had entered into the PPP Loan. The Press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01. Financial Statement and Exhibits.

 

Exhibit Description
1.1 Promissory Note, dated as of April 10, 2020, by CPI Aerostructures, Inc. in favor of BNB Bank.
99.1 Press release dated April 13, 2020.

 

 
 

 

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: April 13, 2020 CPI AEROSTRUCTURES, INC.
   
   
  By: /s/ Douglas McCrosson
    Douglas McCrosson
    Chief Executive Officer

 

 

 

 

 

CPI Aerostructures, Inc. 8-K

 

Exhibit 1.1

 

 

 

 

 

NOTE

 

SBA Loan #

6599027003

SBA Loan Name

CPI AEROSTRUCTURES, INC.

Date

04/10/2020

Loan Amount

$4,795,000.00

Interest Rate

One (1%) Percent Per Annum; Fixed

Borrower

CPI AEROSTRUCTURES, INC.

Lender

BNB Bank

 

1.PROMISE TO PAY:

 

In return for the Loan, Borrower promises to pay to the order of Lender the amount of Four Million Seven Hundred Ninety Five Thousand and 00/100 Dollars, plus interest on the unpaid principal balance, and all other amounts required by this Note.

 

2.DEFINITIONS:

 

“Loan” means the loan evidenced by this Note.

 

“Loan Documents” means the documents related to this loan signed by Borrower, including the Application for the Loan.

 

“SBA” means the Small Business Administration, an Agency of the United State of America.

 

 

 

 

 

 

3.PAYMENT TERMS:

 

Borrower must make all payments at the place Lender designates. The payment terms for this Note are:

 

Initial Deferment Period: No payments are due on this loan for 6 months from the date of first disbursement of this loan. Interest will continue to accrue during the deferment period.

 

Loan Forgiveness: Borrower may apply to Lender for forgiveness of the amount due on this loan in an amount equal to the sum of the following costs incurred by Borrower during the 8-week period beginning on the date of first disbursement of this loan:

a.Payroll costs

b.Any payment of interest on a covered mortgage obligation (which shall not include any prepayment of or payment of principal on a covered mortgage obligation)

c.Any payment on a covered rent obligation

d.Any covered utility payment

 

The amount of loan forgiveness shall be calculated (and may be reduced) in accordance with the requirements of the Paycheck Protection Program, including the provisions of Section 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) (P.L. 116-136). Not more than 25% of the amount forgiven can be attributable to non-payroll costs. If the Borrower has received an EIDL advance in any amount, that amount shall be subtracted from the loan forgiveness amount.

 

Maturity: This Note will mature two years from date of first disbursement of this loan.

 

Repayment Terms: The interest rate on this Note is one percent per year. The interest rate is fixed and will not be changed during the life of the loan.

 

Insert Other Repayment Terms: At the end of the 6 month deferment period the Borrower shall pay all accrued and unpaid interest outstanding. The unpaid principal balance of this Note outstanding at the end of the deferment period shall be payable in eighteen (18) equal consecutive installments of principal and interest payable (based upon an 18 month amortization schedule) commencing on the 1st day of November, 2020 to and including the Maturity date.

 

Lender will apply each installment payment first to pay interest accrued to the day Lender received the payment, then to bring principal current, and will apply any remaining balance to reduce principal.

 

Loan Prepayment: Notwithstanding any provision in this Note to the contrary:

 

Borrower may prepay this Note at any time without penalty. Borrower may prepay 20 percent or less of the unpaid principal balance at any time without notice. If Borrower prepays more than 20 percent and the Loan has been sold on the secondary market, Borrower must: a. Give Lender written notice; b. Pay all accrued interest; and c. If the prepayment is received less than 21 days from the date Lender received the notice, pay an amount equal to 21 days interest from the date lender received the notice, less any interest accrued during the 21 days and paid under b. of this paragraph. If Borrower does not prepay within 30 days from the date Lender received the notice, Borrower must give Lender a new notice.

 

Non-Recourse. Lender and SBA shall have no recourse against any individual shareholder, member or partner of Borrower for non-payment of the loan, except to the extent that such shareholder, member or partner uses the loan proceeds for an unauthorized purpose.

 

SBA Form 147 (06/03/02) Version 4.1

 

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4.DEFAULT:

 

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower:

 

A. Fails to do anything required by this Note and other Loan Documents;

B. Defaults on any other loan with Lender;

C. Does not disclose, or anyone acting on their behalf does not disclose, any material fact to Lender or SBA;

D. Makes, or anyone acting on their behalf makes, a materially false or misleading representation to Lender or SBA;

E. Defaults on any loan or agreement with another creditor, if Lender believes the default may materially affect Borrower’s ability to pay this Note;

F. Fails to pay any taxes when due;

G. Becomes the subject of a proceeding under any bankruptcy or insolvency law;

H. Has a receiver or liquidator appointed for any part of their business or property;

I. Makes an assignment for the benefit of creditors;

J. Has any adverse change in financial condition or business operation that Lender believes may materially affect Borrower’s ability to pay this Note;

K. Reorganizes, merges, consolidates, or otherwise changes ownership or business structure without Lender’s prior written consent; or

L. Becomes the subject of a civil or criminal action that Lender believes may materially affect Borrower’s ability to pay this Note.

 

5.LENDER’S RIGHTS IF THERE IS A DEFAULT:

 

Without notice or demand and without giving up any of its rights, Lender may:

A. Require immediate payment of all amounts owing under this Note;

B. Collect all amounts owing from any Borrower;

C. File suit and obtain judgment; or

D. Exercise any rights of set off.

 

6.LENDER’S GENERAL POWERS:

 

Without notice and without Borrower’s consent, Lender may:

A. Incur expenses to collect amounts due under this Note, enforce the terms of this Note or any other Loan Document. Among other things, the expenses may include payments and reasonable attorney’s fees and costs. If Lender incurs such expenses, it may demand immediate repayment from Borrower or add the expenses to the principal balance;

B. Release anyone obligated to pay this Note; and

C. Take any action necessary to collect amounts owing on this Note.

 

SBA Form 147 (06/03/02) Version 4.1

 

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7.WHEN FEDERAL LAW APPLIES:

 

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

 

8.SUCCESSORS AND ASSIGNS:

 

Under this Note, Borrower include the successors of each, and Lender includes its successors and assigns.

 

9.GENERAL PROVISIONS:

 

A. All individuals and entities signing this Note are jointly and severally liable.

B. Borrower waives all suretyship defenses.

C. Borrower must sign all documents necessary at any time to comply with the Loan Documents.

D. Lender may exercise any of its rights separately or together, as many times and in any order it chooses. Lender may delay or forgo enforcing any of its rights without giving up any of them.

E. Borrower may not use an oral statement of Lender or SBA to contradict or alter the written terms of this Note.

F. If any part of this Note is unenforceable, all other parts remain in effect.

G. To the extent allowed by law, Borrower waives all demands and notices in connection with this Note, including presentment, demand, protest, and notice of dishonor.

 

10.STATE SPECIFIC PROVISIONS:

 

This Note may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. One or more parties may transmit his/her signature on this Note via telecopy, facsimile or other form of electronic transmission, and that such signature shall be binding and have the same effect as a manual signature upon the original. It is agreed that in any legal proceeding, a copy of this Note kept in Lender’s course of business may be admitted into evidence as an original.

 

11.REPRESENTATIONS AND WARRANTIES:

 

The Borrower warrants and represents that:

1. This Loan is hereby made pursuant to the SBA Paycheck Protection Program;

2. Borrower was in operation on February 15, 2020;

3. Borrower had employees for whom it paid salaries and payroll taxes or paid independent contractors, as reported on a Form 1099-MISC;

4. the current economic uncertainty makes this loan request necessary to support the ongoing operations of the Borrower;

 

SBA Form 147 (06/03/02) Version 4.1

 

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5. the funds will be used to retain workers and maintain payroll (as defined in the CARES Act and SBA’s IFR), costs related to the continuation of group health care benefits during periods of paid sick, medical, or family leave, and insurance premiums, make mortgage interest payments (but not mortgage prepayments or principal payments), rent payments, utility payments, interest payments on any other debt obligations that were incurred before February 15, 2020 and/or refinancing an SBA EIDL loan made between January 31, 2020 and April 3, 2020;

6. Borrower understandings that if the funds are knowingly used for unauthorized purposes, the federal government may hold the Borrower legally liable such as for charges of fraud;

7. documentation verifying the number of full-time equivalent employees on payroll as well as the dollar amounts of payroll costs, covered mortgage interest payments, covered rent payments, and covered utilities for the eight-week period following this loan will be provided to the Lender by the Borrower;

8. during the period beginning on February 15, 2020 and ending on December 31, 2020, the Borrower has not and will not receive another loan under the Payroll Protection Program;

9. the information provided in the application and the information provided in all supporting documents and forms as provided to the Lender was and remains true and accurate in all material respects;

10. Borrower understands that knowingly making a false statement to obtain a guaranteed loan from the US Small Business Administration (“SBA”) is punishable under the law, including under 18 USC 1001 and 3571 by imprisonment of not more than five years and/or a fine of up to $250,000; under 15 USC 645 by imprisonment of not more than two years and/or a fine of not more than $5,000; and, if submitted to a federally insured institution, under 18 USC 1014 by imprisonment of not more than thirty years and/or a fine of not more than $1,000,000, and Borrower understands that if the Borrower’s shareholders, members, or partners use the Loan proceeds for unauthorized purposes, SBA will have recourse against the shareholder(s), member(s), or partner(s) for the unauthorized use;

11. Borrower acknowledges that the Lender will confirm the eligible loan amount using tax documents the Borrower has submitted;

12. the tax documents are identical to those submitted to the Internal Revenue Service; and

13. Borrower understands, acknowledges, and agrees that the Lender can share the tax information with SBA’s authorized representatives, including authorized representatives of the SBA Office of Inspector General, for the purpose of compliance with SBA Loan Program Requirements and all SBA reviews.

 

<Signatures on the next page>

 

SBA Form 147 (06/03/02) Version 4.1

 

5 of 6

 

 

12.BORROWER’S NAME(S) AND SIGNATURE(S):

 

By signing below, each individual or entity becomes obligated under this Note as Borrower.

 

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

 

The execution and delivery of this Note has been authorized by all necessary action of the governing body of the Borrower.

     
  By accepting and electronically signing this document, the undersigned agrees that the electronic signature or copy of a signed signature has the same legal validity and effect as an original handwritten signature. This Agreement and any and all other documents relative to the same shall be treated as transferable record under the ESIGN Act, Uniform Electronic Transactions Act and Article 3 of the Uniform Commercial Code.
     
  CPI AEROSTRUCTURES, INC.
     
    DocuSigned by:
     
  By:  
     
    D9BB18A18641471
     
  Printed Name: Douglas J. McCrosson

     
  Title:  President and CEO

     
  Date Signed: 4/10/2020 | 1:08 PM EDT

 

SBA Form 147 (06/03/02) Version 4.1

 

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CPI Aerostructures, Inc. 8-K

 

Exhibit 99.1

 

 

 

CPI AEROSTRUCTURES SECURES $4.8 MILLION LOAN UNDER PAYCHECK PROTECTION

 

PROGRAM PROVISION OF CARES ACT

 

- Company Anticipates Full Loan Forgiveness Under Terms of Act; Funds to be Used to Retain

 

Workforce and Maintain Employee Benefits–

 

Edgewood, N.Y., April 13, 2020 - CPI Aerostructures, Inc. (“CPI Aero®”) (NYSE American: CVU) (the “Company”) announced that it closed on a $4.8 million loan under the Payroll Protection Program (PPP) (the “Loan”) contained within the new Coronavirus Aid, Relief, and Economic Security (CARES) Act signed into law by President Trump on March 27, 2020. The Loan was obtained from BNB Bank, which is one of the lenders to the Company’s existing credit facility. As a U.S. Small Business, CPI Aero qualifies for the PPP which allows businesses and nonprofits with fewer than 500 employees to obtain loans of up to $10 million to incentivize companies to maintain their workers as they manage the business disruptions caused by the COVID-19 pandemic.

 

The Loan has a term of two years, is unsecured, and is guaranteed by the Small Business Administration. The Loan bears interest at a fixed rate of one percent per annum with the first six months of interest deferred and will be forgiven if at least 75% of the Loan proceeds are used by CPI Aero to cover payroll costs, including benefits, and the Company maintains its employment and compensation within certain parameters during the eight-week period following the loan origination date. CPI Aero expects to meet the requirements for full Loan forgiveness. The forgiven amount is not included in taxable income.

 

Douglas McCrosson, President and CEO of CPI Aero said, “We are grateful to the Administration and Congress for creating this much-needed safety net in response to the COVID-19 pandemic. This loan gives us a cushion to support our workers in view of the uncertain duration of the pandemic and its unprecedented challenges. Small businesses, such as CPI Aero, are vital to the nation’s economy and we are proud of the fact that we are continuing to operate without layoffs or furloughs as a Department of Defense-designated ‘critical infrastructure’ company. We continue to see robust demand from our national security customers and with this assistance, we expect to emerge from this crisis with our workforce intact and the capability to execute on our substantial backlog. I’d like to thank BNB Bank for its efficiency, responsiveness and stellar customer service that resulted in CPI Aero being among the first small businesses in the nation to receive a PPP loan.”

 

 
 

 

About CPI Aero

CPI Aero is a U.S. manufacturer of structural assemblies for fixed wing aircraft, helicopters and airborne Intelligence Surveillance and Reconnaissance pod systems in both the commercial aerospace and national security markets. Within the global aerostructure supply chain, CPI Aero is either a Tier 1 supplier to aircraft OEMs or a Tier 2 subcontractor to major Tier 1 manufacturers. CPI also is a prime contractor to the U.S. Department of Defense, primarily the Air Force. In conjunction with its assembly operations, CPI Aero provides engineering, program management, supply chain management, and MRO services. CPI Aero is included in the Russell Microcap® Index.

 

The above statements include forward looking statements that involve risks and uncertainties, which are described from time to time in CPI Aero's SEC reports, including CPI Aero's Form 10-K for the year ended December 31, 2018, and Form 10-Q for the three-month periods ended March 31, 2019, June 30, 2019, and September 30, 2019.

 

CPI Aero® is a registered trademark of CPI Aerostructures, Inc. For more information, visit www.cpiaero.com, and follow us on Twitter @CPIAERO.

 

About Bridge Bancorp, Inc.
Bridge Bancorp, Inc. is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, BNB Bank. Established in 1910, BNB, with assets of approximately $4.9 billion, operates 39 branch locations serving Long Island and the greater New York metropolitan area. Through its branch network and its electronic delivery channels, BNB provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through BNB’s wholly-owned subsidiary, Bridge Abstract. Bridge Financial Services, Inc., a wholly-owned subsidiary of BNB, offers financial planning and investment consultation. For more information visit www.bnbbank.com. 

Investor Relations Contacts:

LHA Investor Relations

Sanjay M. Hurry/Jody Burfening

(212) 838-3777

cpiaero@lhai.com

www.lhai.com