Current Report
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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): November 13, 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 November 13, 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 November 13, 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: November 13, 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 THIRD QUARTER

AND NINE MONTH 2025 RESULTS

 

Third Quarter 2025 vs. Third Quarter 2024 

 

  Revenue of $19.3 million compared to $19.4 million;

  Gross profit of $4.3 million compared to $4.2 million;

  Gross margin of 22.3% compared to 21.7%;

  Net income of $1.1 million compared to net income of $0.7 million;

  Earnings per share of $0.09 compared to earnings per share of $0.06;

  EBITDA(1) of $1.9 million compared to $1.7 million.

 

Nine Months 2025 vs. Nine Months 2024 

 

  Revenue of $49.8 million compared to $59.3 million;

  Gross profit of $6.6 million compared to $12.9 million;

  Gross margin of 13.3% (20.4% excluding A-10 Program impact) compared to 21.7%;

  Net (loss) income of $(1.5) million compared to net income of $2.3 million;

  (Loss) earnings per share of $(0.12) compared to earnings per share of $0.19;

  Adjusted EBITDA(1) of $(0.6) million ($3.9 million excluding A-10 Program impact) compared to $5.5 million;

  Debt as of September 30, 2025 of $15.9 million compared to $18.2 million as of September 30, 2024.

 

EDGEWOOD, N.Y. – November 13, 2025 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the three and nine months ended September 30, 2025.

 

“Our third quarter 2025 performance was stronger than third quarter 2024 on all fronts, with improved product mix and efficiencies resulting in 60 basis points gross profit margin increase and a 49% net income increase. In addition, our third quarter-adjusted EBITDA of $1.9 million is 17% higher than third quarter 2024. Our nine-month results remain affected by the Boeing A-10 Program termination impacts of the first half the year.

 

“We also continued to improve our balance sheet during the third quarter, bringing our total debt down to an all-time low of $15.9 million and our Debt-to-Adjusted EBITDA Ratio to 2.6 excluding the impact of the A-10 Program termination,” continued Dorith Hakim, President and CEO.

 

Added Ms. Hakim, “We are also pleased to receive an award from Raytheon, an RTX business, to manufacture structural missile wing assemblies for an undisclosed platform. This single source firm fixed price order with deliveries starting in 2026 represents a strategic win for CPI Aero, adding to our backlog of $509 million as of September 30, 2025. This award continues our success of winning new development programs and demonstrates the confidence top tier companies have in CPI Aero.”

 

About CPI 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. CPI Aero’s international customer base enjoys a unique combination of large-company capabilities, matched with small-company value, responsiveness, and personal customer service.

 

 

 

 

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. 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.
LHA Investor Relations Pamela Levesque
Jody Burfening  Interim Chief Financial Officer
(212) 838-3777  (631) 586-5200
[email protected]  [email protected]
  www.cpiaero.com

 

 

 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES 

 CONSOLIDATED BALANCE SHEETS

 

   September 30, 2025
(Unaudited)
   December 31, 2024 
ASSETS          
Current Assets:          
Cash  $546,591   $5,490,963 
Accounts receivable, net   6,399,594    3,716,378 
Contract assets, net   33,695,994    32,832,290 
Inventory   593,605    918,288 
Prepaid expenses and other current assets   552,585    634,534 
Total Current Assets   41,788,369    43,592,453 
           
Operating lease right-of-use assets   9,871,784    2,856,200 
Property and equipment, net   565,542    767,904 
Deferred tax asset, net   19,918,449    18,837,576 
Goodwill   1,784,254    1,784,254 
Other assets   127,624    143,615 
Total Assets  $74,056,022   $67,982,002 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current Liabilities:          
Accounts payable  $16,487,974   $11,097,685 
Accrued expenses   4,449,051    7,922,316 
Contract liabilities   1,992,910    2,430,663 
Loss reserve   95,082    22,832 
Current portion of line of credit   1,500,000    2,750,000 
Current portion of long-term debt   5,449    26,483 
Operating lease liabilities, current   1,400,596    2,162,154 
Income taxes payable   21,253    58,209 
Total Current Liabilities   25,952,315    26,470,342 
           
Line of credit, net of current portion   14,390,000    14,640,000 
Long-term operating lease liabilities   8,724,638    938,418 
Total Liabilities   49,066,953    42,048,760 
           
Commitments and Contingencies (see note 11)         
           
Shareholders’ Equity:          
Common stock - $.001 par value; authorized 50,000,000 shares, 12,988,814 and 12,978,741 shares, respectively, issued and outstanding   12,989    12,979 
Additional paid-in capital   75,015,659    74,424,651 
Accumulated deficit   (50,039,579)   (48,504,388)
Total Shareholders’ Equity   24,989,069    25,933,242 
Total Liabilities and Shareholders’ Equity  $74,056,022   $67,982,002 

 

 

 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF OPERATIONS

                 
  

For the Three Months Ended 

September 30, 

   For the Nine Months Ended
September 30,
 
   2025   2024   2025   2024 
Revenue  $19,269,102   $19,419,879   $49,848,818   $59,311,356 
Cost of sales   14,962,788    15,200,210    43,229,647    46,422,514 
Gross profit   4,306,314    4,219,669    6,619,171    12,888,842 
                     
Selling, general and administrative expenses   2,551,355    2,742,036    8,041,156    8,231,875 
Income (loss) from operations   1,754,959    1,477,633    (1,421,985)   4,656,967 
                     
Other income           6,980     
Interest expense   (387,922)   (573,366)   (1,163,559)   (1,793,472)
Income (loss) before provision for income taxes   1,367,037    904,267    (2,578,564)   2,863,495 
                     
Provision (benefit) provision for income taxes   253,345    154,590    (1,043,373)   535,634 
Net Income (loss)  $1,113,692   $749,677   $(1,535,191)  $2,327,861 
                     
Income per common share, basic  $0.09   $0.06   $(0.12)  $0.19 
Income per common share, diluted  $0.09   $0.06   $(0.12)  $0.18 
                     
Shares used in computing income per common share:                    
Basic   12,763,486    12,647,023    12,740,097    12,559,876 
Diluted   12,818,191    12,717,128    12,740,097    12,650,340 

 

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   Nine months ended 
   September 30,   September 30, 
   2025   2024   2025   2024 
Income From Operations   1,754,959    1,477,633    (1,421,985)   4,656,967 
Depreciation   78,897    102,847    266,262    305,260 
Stock Based Compensation   102,206    72,713    591,018    529,711 
Adjusted EBITDA   1,936,062    1,653,193    (564,705)   5,491,938 
A-10 Termination           4,468,528     
Adjusted EBITDA Excluding A-10 adjustment   1,936,062    1,653,193    3,903,823    5,491,938