8-K
Cpi Aerostructures Inc (CVU)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March31, 2026
| CPI AEROSTRUCTURES, INC. | ||
|---|---|---|
| (Exact Name of Registrant as Specified in Charter) | ||
| New York | 001-11398 | 11-2520310 |
| --- | --- | --- |
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission<br><br> <br>File Number) | (IRS Employer<br><br> <br>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 March 31, 2026 CPI Aerostructures, Inc. (the “Company”) issued a press release announcing financial results for the quarter and year ended December 31, 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 8.01 | Other Events |
|---|
The Company expects to hold its 2026 Annual Meeting of Shareholders on September 16, 2026, which is more than 30 days after the anniversary of the Company’s 2025 Annual Meeting of Shareholders. As a result, in accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholder proposals intended to be included in the Company’s proxy materials for the 2026 Annual Meeting must be received by the Company no later than May 1, 2026.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit | Description |
| 99.1 | Press Release, dated March 31, 2026. |
| 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: March 31, 2026 | CPI AEROSTRUCTURES, INC. | |
|---|---|---|
| By: | /s/ Dorith Hakim | |
| Dorith Hakim | ||
| Chief Executive Officer |
Exhibit 99.1
CPI AEROSTRUCTURES REPORTS FOURTHQUARTER
AND FULL YEAR 2025 RESULTS
Fourth Quarter 2025 vs. Fourth Quarter 2024
| ● | Revenue of $19.4 million compared to $21.8 million; |
|---|---|
| ● | Gross profit of $3.9 million compared to $4.3 million; |
| --- | --- |
| ● | Gross margin of 20.3% compared to 20.0%; |
| --- | --- |
| ● | Net income of $0.7 million compared to net income of $1.0 million; |
| --- | --- |
| ● | Earnings per share of $0.05 compared to earnings per share of $0.08; |
| --- | --- |
| ● | EBITDA^(1)^ of $1.6 million compared to $2.3 million; |
| --- | --- |
Full Year 2025 vs. Full Year 2024
| ● | Revenue of $69.3 million compared to $81.1 million; |
|---|---|
| ● | Gross profit of $10.6 million compared to $17.2 million; |
| --- | --- |
| ● | Gross margin of 15.2% (21.1% excluding A-10 Program impact) compared to 21.3%; |
| --- | --- |
| ● | Net (loss) income of ($0.8) million compared to net income of $3.3 million; |
| --- | --- |
| ● | (Loss) earnings per share of ($0.07) compared to earnings per share of $0.26; |
| --- | --- |
| ● | Adjusted EBITDA^(1)^ of $1.0 million ($5.5<br> million excluding A-10 Program impact) compared to $7.8 million; |
| --- | --- |
| ● | Debt as of December 31, 2025 of $18.4 million compared<br> to $17.4 million as of December 31, 2024. |
| --- | --- |
EDGEWOOD, N.Y. – March 31, 2025 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the three and twelve months ended December 31, 2025.
“2025 was a challenging year due to the impact of the A-10 Program termination. Nevertheless, we took decisive actions to adapt and transition to new programs in the second half of the year. In addition, we reported significant contract wins aligned with our Aerospace & Defense Programs strategy including new awards from Raytheon, Lockheed Martin, the U.S. Air Force and Sikorsky Aircraft, across multiple aerospace and defense programs,” said Dorith Hakim, President and CEO.
Added Ms. Hakim, “In 2025, we also achieved significant milestones across multiple programs in support of critical defense priorities, including platforms currently in active use. And in December 2025, we refinanced our debt with Western Alliance Bank extending the maturity to December 2030, lowering our interest rate and improving other key terms of the facility. This transaction enhances our financial flexibility as we continue to execute on our backlog and transition to new programs.”
Concluded Ms. Hakim, “As we move forward, we remain committed to optimizing our portfolio and delivering sustainable value to our customers and shareholders, ending the year with a strong backlog of $505 million. Looking ahead we will continue to focus on executing our backlog and building on our long-standing customer relationships.”
AboutCPI Aero
CPI Aero is a prime contractor to the U.S. Department of Defense as well as a Tier 1 subcontractor to some of the largest aerospace and defense contractors in the world. CPI Aero provides engineering, program management, supply chain management, assembly operations and MRO services to this global network of customers. CPI Aero is recognized as a leader within the international aerospace market in such areas as aircraft structural assemblies, military advanced tactical pod structures, engine air inlets, and complex welded products.
Our OEM customers in the defense sector include Lockheed Martin Corporation/Sikorsky Aircraft, RTX Corporation, Collins Aerospace, L3Harris, Northrop Grumman Corporation and the US Air Force, for a range of military aircraft, pod structures, radar and reconnaissance systems, and other aerospace components, and in the civil aviation market include Embraer S.A. for business jet platforms.
Forward-lookingStatements
This press release contains forward-lookingstatements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Actof 1934, as amended. All statements, other than statements of historical fact, included in this press release are forward-looking statements.Words such as “remain committed,” “continue,” and similar expressions are intended to identify these forward-lookingstatements. These forward-looking statements include statements regarding the Company’s backlog, future opportunities and ongoingcustomer relationships. The Company does not guarantee that it will actually achieve the plans, intentions or expectations disclosedin its forward-looking statements and you should not place undue reliance on the Company’s forward-looking statements.
Forward-looking statements involve risksand uncertainties, and actual results could vary materially from these forward-looking statements. There are a number of important factorsthat 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 Form10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission. Although the Company may elect to do so atsome point in the future, the Company does not assume any obligation to update any forward-looking statements and it disclaims any intentionor 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 | Robert Mannix |
| --- | --- |
| Jody Burfening | Chief Financial Officer |
| --- | --- |
| (212) 838-3777 | (631) 586-5200 |
| --- | --- |
| cpiaero@allianceadvisors.com | rmannix@cpiaero.com |
| --- | --- |
| www.cpiaero.com |
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31,<br><br>2024 | |||
|---|---|---|---|
| ASSETS | |||
| Current Assets: | |||
| Cash | 899,199 | $ | 5,490,963 |
| Accounts receivable, net | 5,764,928 | 3,716,378 | |
| Contract assets, net | 33,670,354 | 32,832,290 | |
| Inventory | 800,823 | 918,288 | |
| Prepaid expenses and other current assets | 2,272,696 | 634,534 | |
| Total Current Assets | 43,408,000 | 43,592,453 | |
| Operating lease right-of-use assets | 9,515,207 | 2,856,200 | |
| Property and equipment, net | 412,553 | 767,904 | |
| Deferred tax asset, net | 19,894,796 | 18,837,576 | |
| Goodwill | 1,784,254 | 1,784,254 | |
| Other assets | 229,691 | 143,615 | |
| Total Assets | 75,244,501 | $ | 67,982,002 |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||
| Current Liabilities: | |||
| Accounts payable | 14,724,293 | $ | 11,097,685 |
| Accrued expenses | 4,763,719 | 7,922,316 | |
| Contract liabilities | 1,628,382 | 2,430,663 | |
| Loss reserve | 138,426 | 22,832 | |
| Current portion of line of credit | — | 2,750,000 | |
| Current portion of long-term debt | 187,500 | 26,483 | |
| Operating lease liabilities | 1,434,385 | 2,162,154 | |
| Income taxes payable | 142,540 | 58,209 | |
| Total Current Liabilities | 23,019,245 | 26,470,342 | |
| Line of credit, net of current portion | 8,373,672 | 14,640,000 | |
| Long-term operating lease liabilities | 8,353,120 | 938,418 | |
| Long-term debt, net of current portion | 9,690,890 | — | |
| Total Liabilities | 49,436,927 | 42,048,760 | |
| Commitments and Contingencies (see note 15) | |||
| Shareholders’ Equity: | |||
| Preferred stock - .001 par value; authorized 5,000,000 shares, 0 shares, issued and outstanding | — | — | |
| Common stock - .001 par value; authorized 50,000,000 shares, 13,155,061 and 12,978,741 shares, respectively, issued and outstanding | 13,155 | 12,979 | |
| Additional paid-in capital | 75,142,168 | 74,424,651 | |
| Accumulated deficit | (49,347,749) | (48,504,388) | |
| Total Shareholders’ Equity | 25,807,574 | 25,933,242 | |
| Total Liabilities and Shareholders’ Equity | 75,244,501 | $ | 67,982,002 |
All values are in US Dollars.
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 2025 and 2024
| 2025 | 2024 | ||||
|---|---|---|---|---|---|
| Revenue | $ | 69,262,124 | $ | 81,078,864 | |
| Cost of sales | 58,706,055 | 63,840,803 | |||
| Gross profit | 10,556,069 | 17,238,061 | |||
| Selling, general and administrative expenses | 10,732,451 | 10,506,439 | |||
| Income (loss) from operations | (176,382) | 6,731,622 | |||
| Interest expense | (1,567,840) | (2,288,834 | ) | ||
| Income (loss) before benefit (provision) for income taxes | (1,744,222) | 4,442,788 | |||
| Benefit (provision) for income taxes | 900,861 | (1,143,454 | ) | ||
| Net income (loss) | $ | (843,361) | $ | 3,299,334 | |
| Income (loss) per common share-basic | $ | (0.07) | $ | 0.26 | |
| Income (loss) per common share-diluted | $ | (0.07) | $ | 0.26 | |
| Shares used in computing income (loss) per common share: | |||||
| Basic | 12,788,937 | 12,593,213 | |||
| Diluted | 12,788,937 | 12,709,237 |
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 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 | Twelve months ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, | December 31, | ||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||
| Income From Operations | 1,245,603 | 2,074,655 | (176,382 | ) | 6,731,622 | ||||
| Depreciation | 154,125 | 124,746 | 420,387 | 430,006 | |||||
| Stock Based Compensation | 215,592 | 74,911 | 806,610 | 604,682 | |||||
| Adjusted EBITDA | 1,615,320 | 2,274,312 | 1,050,615 | 7,766,310 | |||||
| A-10 Termination | — | — | 4,474,135 | — | |||||
| Adjusted EBITDA Excluding A-10 adjustment | 1,615,320 | 2,274,312 | 5,524,750 | 7,766,310 |