SEC Comment Letter for CPI AEROSTRUCTURES INC (CVU) (CIK 0000889348) (CVU) — Sep 11, 2012
CPI AEROSTRUCTURES INC (CVU) (CIK 0000889348)
Date: Sept. 11, 2012 · CIK: 0000889348 · Accession: 0000000000-12-049517
AI Filing Summary & Sentiment
Reasoning
Letter
September 11, 2012 Via E -mail Vincent Palazzolo Chief Financial Officer CPI Aerostructures, Inc. 91 Heartland Blvd. Edgewood, NY 11717
Re: CPI Aerostructures, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 14, 2012 File No. 00 1-11398
Dear Mr. Palazzolo :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten busin ess days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriat e, please tell us why in your response.
After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments.
Form 10 -K for Fiscal Year Ended December 31, 2011
Item 1A . Risk Factors, page 9
1. In future filing, please revise the second and third sentences of the introductory paragraph to clarify that all material risks have been discussed. Only material risks should be discussed in the risk factors. If a risk is not dee med material, it should not be referenced in this section.
We face risks relating to government contracts, page 10
2. We note your substantial dependence on contracts with the U.S. Air Force and armed forces. Please tell us what consideration you gave to specifically identifying and addressing in your risk factors and Management’s Discussion and Analysis the risks and
Vincent Palazzolo CPI Aerostructures, Inc. September 11, 2012 Page 2
uncertainties to you in the event that automatic defense spending cuts are triggered by the Budget Control Act of 2011 (commonly referred t o as “sequestration”). If applicable, please revise, in future filings, the risk factor entitled, “We face risks relating to government contracts.”
Signatures
3. In future filings, please include the signature of your principal accounting officer or controller in his or her individual capacity in the second signature block. To the extent a signatory is signing in more than one capacity, identify each capacity in which he or she is signing.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for th e adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comment s as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please contact J. Nolan McWilliams at (202) 551 -3217 or me at (202) 551 -3642 with any questions.
Sincerely,
/s/ Loan Laur en P. Nguyen
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September 11, 2012 Via E -mail Vincent Palazzolo Chief Financial Officer CPI Aerostructures, Inc. 91 Heartland Blvd. Edgewood, NY 11717 Re: CPI Aerostructures, Inc. Form 10-K for Fiscal Year Ended December 31, 2011 Filed March 14, 2012 File No. 00 1-11398 Dear Mr. Palazzolo : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten busin ess days by amending your filing, by providing the requested information, or by advising us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriat e, please tell us why in your response. After reviewing any amendment to your filing and the information you provide in response to these comments, we may have additional comments. Form 10 -K for Fiscal Year Ended December 31, 2011 Item 1A . Risk Factors, page 9 1. In future filing, please revise the second and third sentences of the introductory paragraph to clarify that all material risks have been discussed. Only material risks should be discussed in the risk factors. If a risk is not dee med material, it should not be referenced in this section. We face risks relating to government contracts, page 10 2. We note your substantial dependence on contracts with the U.S. Air Force and armed forces. Please tell us what consideration you gave to specifically identifying and addressing in your risk factors and Management’s Discussion and Analysis the risks and Vincent Palazzolo CPI Aerostructures, Inc. September 11, 2012 Page 2 uncertainties to you in the event that automatic defense spending cuts are triggered by the Budget Control Act of 2011 (commonly referred t o as “sequestration”). If applicable, please revise, in future filings, the risk factor entitled, “We face risks relating to government contracts.” Signatures 3. In future filings, please include the signature of your principal accounting officer or controller in his or her individual capacity in the second signature block. To the extent a signatory is signing in more than one capacity, identify each capacity in which he or she is signing. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relatin g to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for th e adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comment s as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please contact J. Nolan McWilliams at (202) 551 -3217 or me at (202) 551 -3642 with any questions. Sincerely, /s/ Loan Laur en P. Nguyen Loan Lauren P. Nguyen Special Counsel