Summary of CPI AEROSTRUCTURES INC

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, 2008 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 engaged in the contract production of structural aircraft parts principally for the U.S. Air Force and other branches of the U.S. armed forces, either as a prime contractor or as a subcontractor for other defense prime contractors. Our strategy for growth has focused on government and military sales as a prime contractor and increasingly as a subcontractor for leading aerospace prime contractors.

Due to our success as a subcontractor to defense prime contractors and growth in the commercial sector, we are also pursuing opportunities to increase our commercial subcontracting business.

Marketing and New Business

During the three months ended March 31, 2009, we received approximately $4.5 million of new contract awards, which included approximately $2.4 million of government prime contract awards, approximately $2.0 million of government subcontract awards and approximately $0.1 million of commercial subcontract awards, compared to a total of $10.7 million of new contract awards, of all types, in the same period last year, a 58% decrease. This decrease is the result of weak national economic conditions, which are affecting buying decisions throughout the military and commercial markets.

We still have approximately $360 million in formalized bids outstanding, as of March 31, 2009 and continue to make bids on contracts on a weekly basis. As mentioned previously, we have increased our marketing efforts for both government and commercial subcontracting opportunities. While we cannot predict the probability of obtaining or the timing of awards, some of these outstanding proposals are significant in amount.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

The lengths of our contracts vary but are typically between nine months and two years for U.S. government contracts (although our T-38 contract and our C-5 TOP contract are for periods of ten years and seven years, respectively), and up to ten years for commercial contracts. Except in cases where contract terms permit us to bill on a progress basis, we must incur upfront costs in producing assemblies and bill our customers upon delivery. Because of the upfront costs incurred, the timing of our billings and the nature of the percentage-of-completion method of accounting described below, there can be a significant disparity between the periods in which (a) costs are expended, (b) revenue and earnings are recorded and (c) cash is received.

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 to fund our work in process or to pay taxes until the reported earnings materialize as actual cash receipts.

Stock-Based Compensation

We account for compensation expense associated with stock options in accordance with Statement of Financial Accounting Standards ("SFAS") No. 123R, "Share-Based Payment."

Item2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Revenue

Revenue for the three months ended March 31, 2009 was $9,691,236 compared to $7,790,754 for the same period last year, representing an increase of $1,900,482 or 24%. The increase in revenue is primarily the result of work performed for Spirit Aerosystems on the Gulfstream G650 executive jet.

We generate revenue primarily from government contracts for which we act as a prime contractor or as a subcontractor and, to a lesser extent, from commercial contracts. Revenue generated from prime government contracts for the three months ended March 31, 2009 was $2,867,343 compared to $3,248,496 for the three months ended March 31, 2008, a decrease of $381,153 or 11.7%. Revenue generated from government subcontracts for the three months ended March 31, 2009 was $2,152,782 compared to $3,459,943 for the three months ended March 31, 2008, a decrease of $1,307,161 or 37.8%. Revenue generated from commercial contracts was $4,671,111 for the three months ended March 31, 2009 compared to $1,082,315 for the three months ended March 31, 2008, an increase of $3,588,796 or 331.6%.

Gross Profit

Gross profit for the three months ended March 31, 2009 was $2,062,897 compared to $1,852,599 for the three months ended March 31, 2008, an increase of $210,298. As a percentage of revenue, gross profit for the three months ended March 31, 2009 was 21.3% compared to 23.8% for the same period last year. Gross profit percentage was 1.7% below our expected range of 23%-25%. This was the result of excess costs in the early stages of some of our new programs, which was the result of customer changes to engineering and design. We were required to incur excess labor in order to comply with these changes, while maintaining schedule. In addition, revisions in the estimated gross profits on older contracts and contract amounts are made in the period in which the circumstances requiring the revisions occur. During the three months ended March 31, 2009, the effect of such revisions in total estimated contract profits resulted in a decrease to the total gross profit from that which would have been reported had the revised estimate been used as the basis of recognition of contract profits in prior years.

We expect gross margin percentage to return to 23%-25% range in the second half of 2009.

Item2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Selling, General and Administrative Expenses Selling, general and administrative expenses for the three months ended March 31, 2009 were $1,235,976 compared to $1,215,634 for the three months ended March 31, 2008, an increase of $20,342, or 1.7%.The increase is primarily due to a $163,000 increase in salaries, offset by a $153,000 decrease in consulting fees.

Income Before Provision for Income Taxes

Income before provision for income taxes for the three months ended March 31, 2009 was $826,921 compared to $636,965 for the same period last year, an increase of $189,956.

Provision for Income Taxes

Provision for income taxes was $281,000 for the three months ended March 31, 2009, or 34% of pre-tax income, compared to $217,000 or 34% of pre-tax income for the three months ended March 31, 2008.

Item2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Net Income

Basic net income for the three months ended March 31, 2009 was $545,921, or $0.09 per basic share, compared to basic net income of $419,965, or $0.07 per basic share, for the same period last year. Diluted income per share for the three months ended March 31, 2009 was $0.09 calculated utilizing 6,152,609 average shares outstanding. Diluted income per share for the three months ended March 31, 2008 was $0.07, calculated utilizing 6,181,752 average shares outstanding.

Liquidity and Capital Resources

General

At March 31, 2009, we had working capital of $35,716,834 compared to $35,135,395 at December 31, 2008, an increase of $581,439, or 2%.

Cash Flow

A large portion of our cash is used to pay for materials and processing costs associated with contracts that are in process and which do not provide for progress payments. Contracts that permit us to bill on a progress basis must be classified as "on time" for us to apply 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 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 until the reported earnings materialize into actual cash receipts.

At March 31, 2009, we had a cash balance of $660,933 compared to $424,082 at December 31, 2008. Our costs and estimated earnings in excess of billings increased by approximately $4,212,000 during the three months ended March 31, 2009. The increase in costs and estimated earnings in excess of billings on uncompleted contracts and accounts payable was primarily due to higher levels of procurement and production related to work on new contract awards and advances made to expedite delivery of tooling required for our new long-term contract with Spirit.

Item2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

Credit Facilities

Line of Credit

In August 2008, we entered into a two-year, $2.5 million revolving credit facility with Sovereign Bank (the "Sovereign Revolving Facility"), secured by all of our assets. The Sovereign Revolving Facility specifies an interest rate equal to the lower of LIBOR plus 2% or Sovereign Bank's prime rate. The effective rate as of March 31, 2009 was 3.25%. The Sovereign Revolving Facility contains financial covenants related to interest coverage, net income and capital expenditures, as defined in the credit agreement. As of March 31, 2009, we were in compliance with all of the financial covenants contained in the credit agreement. As of March 31, 2009, we had $1.4 million outstanding under the Sovereign Revolving Facility.

Term Loan

On October 22, 2008, we obtained a $3 million term loan from Sovereign Bank to be amortized over five years (the "Sovereign Term Facility"). Prior to entering into the term loan we had borrowed $2.5 million under the Sovereign Revolving Facility to fund the initial tooling costs related to the previously mentioned long-term contract with Spirit. We used the proceeds from the Sovereign Term Facility to repay the borrowings under the Sovereign Revolving Facility and to pay for additional tooling related to the Spirit contract. The Sovereign Term Facility bears interest at LIBOR plus 2.5% and is secured by all of our assets.

Concurrent with entering into the Sovereign Term Facility, Sovereign Bank amended the terms of the Sovereign Revolving Facility extending the term until August 2010 and amending the covenants, as defined, commencing in the fourth quarter of 2009.

The terms and conditions of the Sovereign Revolving Facility are applicable to the Sovereign Term Facility.

Additionally, the Company and Sovereign Bank entered into a five year interest rate swap agreement, in the notional amount of $3 million. Under the interest rate swap, the Company pays an amount to Sovereign Bank representing interest on the notional amount of 5.8% and receives an amount from Sovereign representing interest on the notional amount at a rate equal to the one-month LIBOR plus 2.5%. The effect of this interest rate swap will be the Company paying a fixed interest rate of 5.8% over the term of the Sovereign Term Facility.