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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): August 19, 2025

 

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)

 

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 2.02 Results of Operations and Financial Condition.

 

On August 19, 2025 CPI Aerostructures, Inc. issued a press release announcing financial results for the quarter ended June 30, 2025. The press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

The information furnished under this Item 2.02, including the exhibit related thereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liability of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.
   
Exhibit Description
   
99.1 Press Release, dated August 19, 2025.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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 19, 2025 CPI AEROSTRUCTURES, INC.
   
  By: /s/ Pamela Levesque 
    Pamela Levesque
    Interim Chief Financial Officer

 

 

 

 

 

CPI Aerostructures, Inc. 8-K

Exhibit 99.1

 

 

 

CPI AEROSTRUCTURES REPORTS SECOND QUARTER  

AND SIX MONTH 2025 RESULTS

Second Quarter 2025 vs. Second Quarter 2024 

 

  Revenue of $15.2 million compared to $20.8 million;
  Gross profit of $0.7 million compared to $5.1 million;
  Gross margin of 4.4% (17.1% excluding A-10 Program impact) compared to 24.6%;
  Net (loss) income of $(1.3) million compared to net income of $1.4 million;
  (Loss) earnings per share of $(0.10) compared to earnings per share of $0.11;
  Adjusted EBITDA(1) of $(1.7) million ($0.6 million excluding A-10 Program impact) compared to $2.6 million.

 

Six Months 2025 vs. Six Months 2024 

 

  Revenue of $30.6 million compared to $39.9 million;
  Gross profit of $2.3 million compared to $8.7 million;
  Gross margin of 7.6% (19.3% excluding A-10 Program impact) compared to 21.7%;
  Net (loss) income of $(2.6) million compared to net income of $1.6 million;
  (Loss) earnings per share of $(0.21) compared to earnings per share of $0.13;
  Adjusted EBITDA(1) of $(2.5) million ($2.0 million excluding A-10 Program impact) compared to $3.8 million;
  Debt as of June 30, 2025 of $16.2 million compared to $18.9 million as of June 30, 2024.

 

EDGEWOOD, N.Y. – August 18, 2025 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the three and six months ended June 30, 2025.

“During the second quarter we took a $2.3 million write-off on the A-10 Program as a result of the termination of the Program by The Boeing Company and the pending retirement of the A-10 fleet. Our six-month ended June 30, 2025 impact related to the A-10 Program was $4.5 million.

 

“Without the impact of the terminated A-10 Program, we performed well as we continued the transition to our new programs and achieved key development milestones such as the first Advanced Tactical Flight Pod delivery to Raytheon.

 

“We also continued to improve our balance sheet during the second quarter, bringing our total debt down to an all-time low of $16.2 million and our Debt-to-Adjusted EBITDA Ratio to 2.7 excluding the impact of the A-10 Program,” continued Dorith Hakim, President and CEO.

 

 

 

 

Concluded Ms. Hakim, “We remain committed to optimizing our portfolio and transitioning from legacy programs to programs of the future. As a result, we ended the quarter with a strong backlog of $506 million, which includes multiple new program awards from Raytheon, Sikorsky, Lockheed, the US Air Force and Embraer. Looking ahead we will continue to capitalize on the multiple growth opportunities leveraging our long-standing relationships with our customers.”

 

As disclosed in the Form 10-Q filed today, management identified a material weakness in internal control over financial reporting related to the classification of debt pending an amendment to a debt covenant. Management believes this has no bearing on the financial results for the second quarter and is implementing the necessary steps to remediate the matter.

 

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.

Forward-looking Statements 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included or incorporated in this press release are forward-looking statements. Words such as remain committed,” “optimizing our portfolio,” “transitioning from legacy programs,” “multiple growth opportunities,” “continue,” “leveraging our long-standing relationships,” “believes,” “implementing,” and similar expressions are intended to identify these forward-looking statements. The Company does not guarantee that it will actually achieve the plans, intentions or expectations disclosed in its forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements.

Forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. There are a number of important factors that could cause the Company’s actual results to differ materially from those indicated or implied by its forward-looking statements, including those important factors set forth under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 filed with the Securities and Exchange Commission. Although the Company may elect to do so at some point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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

 

Contacts: 

Investor Relations Counsel CPI Aerostructures, Inc.
Alliance Advisors IR Pamela Levesque
Jody Burfening  Interim Chief Financial Officer
(212) 838-3777  (631) 586-5200
cpiaero@allianceadvisors.com  plevesque@cpiaero.com
  www.cpiaero.com

  

 

 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES 

 CONSOLIDATED BALANCE SHEETS

 

 

      June 30, 2025
(Unaudited)
      December 31,
2024
 
 
ASSETS                
Current Assets:                
Cash   $ 674,481     $ 5,490,963  
Accounts receivable, net     6,054,015       3,716,378  
Contract assets, net     31,027,022       32,832,290  
Inventory     1,025,172       918,288  
Prepaid expenses and other current assets     541,084       634,534  
Total Current Assets     39,321,774       43,592,453  
                 
Operating lease right-of-use assets     10,220,405       2,856,200  
Property and equipment, net     643,476       767,904  
Deferred tax asset, net     20,153,104       18,837,576  
Goodwill     1,784,254       1,784,254  
Other assets     132,954       143,615  
Total Assets   $ 72,255,967     $ 67,982,002  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable   $ 15,179,687     $ 11,097,685  
Accrued expenses     4,727,857       7,922,316  
Contract liabilities     1,896,936       2,430,663  
Loss reserve     70,137       22,832  
Current portion of line of credit     3,000,000       2,750,000  
Current portion of long-term debt     10,822       26,483  
Operating lease liabilities, current     1,367,604       2,162,154  
Income taxes payable     2,348       58,209  
Total Current Liabilities     26,255,391       26,470,342  
                 
Line of credit, net of current portion     13,140,000       14,640,000  
Long-term operating lease liabilities     9,087,405       938,418  
Total Liabilities     48,482,796       42,048,760  
                 
Commitments and Contingencies (see note 11)              
                 
Shareholders’ Equity:                
Common stock - $.001 par value; authorized 50,000,000 shares, 12,978,259 and 12,978,741 shares, respectively, issued and outstanding     12,978       12,979  
Additional paid-in capital     74,913,464       74,424,651  
Accumulated deficit     (51,153,271 )     (48,504,388 )
Total Shareholders’ Equity     23,773,171       25,933,242  
Total Liabilities and Shareholders’ Equity   $ 72,255,967     $ 67,982,002  

 

 

 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF OPERATIONS

Quarters ended June 30, 2025 and 2024

 

 

                         
   

For the Three Months Ended 

June 30, 

    For the Six Months Ended
June 30,
 
    2025     2024     2025     2024  
Revenue   $ 15,179,108     $ 20,810,334     $ 30,579,716     $ 39,891,477  
Cost of sales     14,515,726       15,694,910       28,266,859       31,222,304  
Gross profit     663,382       5,115,424       2,312,857       8,669,173  
                                 
Selling, general and administrative expenses     2,654,024       2,775,935       5,489,801       5,489,839  
(Loss) income from operations     (1,990,642)       2,339,489       (3,176,944)       3,179,334  
                                 
Other income     5,480             6,980        
Interest expense     (287,546)       (587,971)       (775,637)       (1,220,106)  
(Loss) income before provision for income taxes     (2,272,708)       1,751,518       (3,945,601)       1,959,228  
                                 
(Benefit) provision for income taxes     (947,749)       341,572       (1,296,718)       381,044  
Net (Loss) income   $ (1,324,959)     $ 1,409,946     $ (2,648,883)     $ 1,578,184  
                                 
Income per common share, basic   $ (0.10)     $ 0.11     $ (0.21)     $ 0.13  
Income per common share, diluted   $ (0.10)     $ 0.11     $ (0.21)     $ 0.12  
                                 
Shares used in computing income per common share:                                
  Basic     12,748,869       12,440,426       12,728,209       12,515,824  
  Diluted     12,748,869       12,554,153       12,728,209       12,656,753  

 

 

 

Unaudited Reconciliation of GAAP to Non-GAAP Measures

Note: (1) Adjusted EBITDA is a non-GAAP measure defined as GAAP income from operations plus depreciation, amortization and stock-compensation expense.

Adjusted EBITDA as calculated by us may be calculated differently than Adjusted EBITDA for other companies. We have provided Adjusted EBITDA because we believe it is a commonly used measure of financial performance in comparable companies and is provided to help investors evaluate companies on a consistent basis, as well as to enhance understanding of our operating results. Adjusted EBITDA should not be construed as either an alternative to income from operations or net income or as an indicator of our operating performance or an alternative to cash flows as a measure of liquidity. The adjustments to calculate this non-GAAP financial measure and the basis for such adjustments are outlined below. Please refer to the following table below that reconciles GAAP income from operations to Adjusted EBITDA.

The adjustments to calculate this non-GAAP financial measure, and the basis for such adjustments, are outlined below:

Depreciation. The Company incurs depreciation expense (recorded in cost of sales and in selling, general and administrative expenses) related to capital assets purchased, leased or constructed to support the ongoing operations of the business. The assets are recorded at cost or fair value and are depreciated over the estimated useful lives of individual assets.

Stock-based compensation expense. The Company incurs non-cash expense related to stock-based compensation included in its GAAP presentation of cost of sales and selling, general and administrative expenses. Management believes that exclusion of these expenses allows comparison of operating results to those of other companies that disclose non-GAAP financial measures that exclude stock-based compensation.

Adjusted EBITDA is a non-GAAP financial measure and should not be considered in isolation or as a substitute for financial information provided in accordance with GAAP. This non-GAAP financial measure may not be computed in the same manner as similarly titled measures used by other companies. The Company expects to continue to incur expenses similar to the Adjusted EBITDA financial adjustments described above, and investors should not infer from the Company's presentation of this non-GAAP financial measure that these costs are unusual, infrequent, or non-recurring.

Reconciliation of income from operations to Adjusted EBITDA is as follows:

 

  Three months ended   Six months ended
  June 30,   June 30,
  2025 2024   2025 2024
Income From Operations (1,990,642) 2,339,489   (3,176,944) 3,179,334
Depreciation 88,598 102,846   187,365 202,413
Stock Based Compensation 168,583 175,535   488,812 457,058
Adjusted EBITDA (1,733,461) 2,617,870   (2,500,767) 3,838,805
A-10 Termination 2,322,831 -   4,468,528  
Adjusted EBTDA Excluding A-10 adjustment 589,370 2,617,870   1,967,761 3,838,805