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):
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).
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. ☐
On August 13, 2026, CPI Aerostructures, Inc. issued a press
release announcing financial results for the quarter ended June 30, 2026. 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.
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.
CPI Aerostructures, Inc. 8-K
Exhibit 99.1
CPI AEROSTRUCTURES REPORTS SECOND QUARTER
AND SIX MONTH 2026 RESULTS
Second Quarter 2026 vs. Second Quarter 2025
| |
● |
Revenue of $17.6 million compared to $15.2 million; |
| |
● |
Gross profit of $3.9 million compared to $0.7 million; |
| |
● |
Gross margin of 22.0% compared to 4.4% (17.1% excluding A-10 Program impact); |
| |
● |
Net income of $0.7 million compared to net (loss) of $(1.3) million; |
| |
● |
Earnings per share of $0.05 compared to (loss) per share of $(0.10); |
| |
● |
Adjusted EBITDA(1) of $1.4 million compared to $(1.7) million ($0.6 million excluding A-10 Program impact). |
Six Months 2026 vs. Six Months 2025
| |
● |
Revenue of $34.9 million compared to $30.6 million; |
| |
● |
Gross profit of $8.4 million compared to $2.3 million; |
| |
● |
Gross margin of 23.9% compared to 7.6% (19.3% excluding A-10 Program impact); |
| |
● |
Net income of $1.9 million compared to net (loss) of $(2.6) million; |
| |
● |
Earnings per share of $0.15 compared to (loss) per share of $(0.21); |
| |
● |
Adjusted EBITDA(1) of $3.5 million compared to $(2.5) million ($2.0 million excluding A-10 Program impact). |
EDGEWOOD, N.Y. – August 13, 2026 –
CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results
for the three and six months ended June 30, 2026, demonstrating substantial year-over-year improvement and meaningful margin expansion.
The Company’s results benefited from a more favorable product mix, strengthened operational execution, and disciplined cost management
across key Aerospace & Defense programs.
“Our six months performance showcases the results
of a focused growth strategy and disciplined execution, delivering year-over-year gains across every major metric,” said Dorith
Hakim, Chief Executive Officer of CVU. “Demand across our core defense platforms remains strong, and the combination of a more favorable
product mix and operational efficiencies drove a $6.0 million increase in gross profit and a $4.6 million increase in net income. Adjusted
EBITDA of $3.5 million represents a clear inflection point for the business, even when normalizing for the A-10 program impact.”
Added Ms. Hakim, “With a $533 million backlog,
supported by the recent $62 million in contract awards this year for new generation products, and the growing confidence of our customers,
we remain focused on disciplined program execution, quality, and delivery performance—pillars that support both near-term profitability
and long-term value creation. We have entered the second half of 2026 with strong visibility and confidence, well-aligned to deliver
continued financial improvement and sustained momentum into 2027.”
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.
Our OEM customers in the defense sector include (i)
Lockheed Martin Corporation and Sikorsky Aircraft, for the F-16 Fighting Falcon, the UH-60 BLACK HAWK©, the MH-60 Seahawk, the CH-53E
and the CH-53K King Stallion; (ii) RTX Corporation, formerly Raytheon, for the ALQ-249 Next Generation Jammer Mid-Band Pod for the EA-18G
Growlers, the Advanced Tactical Pods, the MS-110 & TacSAR Reconnaissance Airborne Pods, Hypersonic Missile Wings, and B-52 Radar Modernization;
(iii) L3Harris for the Next Generation Jammer Low-Band Pod for the EA-18G Growlers; (iv) Collins Aerospace, for RF Enclosures; (v) Northrop
Grumman Corporation, for the E-2D Advanced Hawkeye, the Airborne Laser Mine Detection Pod, welded tubes, aerial refueling probes, and
welded fluid tanks; and (vi) the DOD/USAF and the Defense Logistics Agency for the T-38 Pacer Classic and T-38 Talon. Our OEM customers
in the civil aviation market include Embraer S.A. for the Phenom 300 and Phenom 100.
Our funded backlog of remaining performance obligations
exceeds $100 million and the unfunded backlog of future orders for the expected duration of existing programs is $433 million. Our total
backlog is $533 million.
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 in this press release are forward-looking statements.
Words such as “remain focused,” “well-aligned,” “sustained momentum,” “confidence,” and
similar expressions are intended to identify these forward-looking statements. These forward-looking statements include statements regarding
the Company’s backlog, future performance, program execution and expectations regarding continued financial improvement. 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 year ended December 31, 2025 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 X @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
| | |
| |
|
| | |
June 30, 2026 (Unaudited) | |
December 31,
2025 |
| ASSETS | |
| |
|
| Current Assets: | |
| | | |
| | |
| Cash | |
$ | 835,875 | | |
$ | 899,199 | |
| Accounts receivable, net | |
| 9,839,740 | | |
| 5,764,928 | |
| Contract assets | |
| 34,278,512 | | |
| 33,670,354 | |
| Inventory | |
| 620,268 | | |
| 800,823 | |
| Prepaid expenses and other current assets | |
| 2,103,024 | | |
| 2,272,696 | |
| Total Current Assets | |
| 47,677,419 | | |
| 43,408,000 | |
| | |
| | | |
| | |
| Operating lease right-of-use assets | |
| 8,777,416 | | |
| 9,515,207 | |
| Property and equipment, net | |
| 512,562 | | |
| 412,553 | |
| Deferred tax asset, net | |
| 19,472,988 | | |
| 19,894,796 | |
| Goodwill | |
| 1,784,254 | | |
| 1,784,254 | |
| Other assets | |
| 486,377 | | |
| 229,691 | |
| Total Assets | |
$ | 78,711,016 | | |
$ | 75,244,501 | |
| | |
| | | |
| | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |
| | | |
| | |
| Current Liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 16,035,856 | | |
$ | 14,724,293 | |
| Accrued expenses | |
| 3,041,457 | | |
| 4,763,719 | |
| Contract liabilities | |
| 2,970,578 | | |
| 1,628,382 | |
| Loss reserve | |
| 126,676 | | |
| 138,426 | |
| Current portion of long-term debt | |
| 250,000 | | |
| 187,500 | |
| Financing lease liabilities, current | |
| 18,613 | | |
| — | |
| Operating lease liabilities, current | |
| 1,515,379 | | |
| 1,434,385 | |
| Income taxes payable | |
| 230,311 | | |
| 142,540 | |
| Total Current Liabilities | |
| 24,188,870 | | |
| 23,019,245 | |
| | |
| | | |
| | |
| Line of credit | |
| 9,173,672 | | |
| 8,373,672 | |
| Long-term financing lease liabilities | |
| 86,993 | | |
| — | |
| Long-term operating lease liabilities | |
| 7,572,027 | | |
| 8,353,120 | |
| Long-term debt, net of current portion | |
| 9,578,051 | | |
| 9,690,890 | |
| Total Liabilities | |
| 50,599,613 | | |
| 49,436,927 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| 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, 13,227,806 and 13,155,061 shares, respectively, issued and outstanding | |
| 13,228 | | |
| 13,155 | |
| Additional paid-in capital | |
| 75,523,591 | | |
| 75,142,168 | |
| Accumulated deficit | |
| (47,425,416 | ) | |
| (49,347,749 | ) |
| Total Shareholders’ Equity | |
| 28,111,403 | | |
| 25,807,574 | |
| Total Liabilities and Shareholders’ Equity | |
$ | 78,711,016 | | |
$ | 75,244,501 | |
CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| | |
For the Three Months Ended June 30, | |
For the Six Months Ended June 30, |
| | |
2026 | |
2025 | |
2026 | |
2025 |
| Revenue | |
$ | 17,581,532 | | |
$ | 15,179,108 | | |
$ | 34,941,472 | | |
$ | 30,579,716 | |
| Cost of sales | |
| 13,709,795 | | |
| 14,515,726 | | |
| 26,589,844 | | |
| 28,266,859 | |
| Gross profit | |
| 3,871,737 | | |
| 663,382 | | |
| 8,351,628 | | |
| 2,312,857 | |
| | |
| | | |
| | | |
| | | |
| | |
| Selling, general and administrative expenses | |
| 2,675,952 | | |
| 2,654,024 | | |
| 5,326,215 | | |
| 5,489,801 | |
| Income (loss) from operations | |
| 1,195,785 | | |
| (1,990,642 | ) | |
| 3,025,413 | | |
| (3,176,944 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income | |
| — | | |
| 5,480 | | |
| 30,373 | | |
| 6,980 | |
| Interest expense | |
| (312,939 | ) | |
| (287,546 | ) | |
| (604,874 | ) | |
| (775,637 | ) |
| Income (loss) before provision for income taxes | |
| 882,846 | | |
| (2,272,708 | ) | |
| 2,450,912 | | |
| (3,945,601 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Provision (benefit) for income taxes | |
| 197,231 | | |
| (947,749 | ) | |
| 528,579 | | |
| (1,296,718 | ) |
| Net income (loss) | |
$ | 685,615 | | |
$ | (1,324,959 | ) | |
$ | 1,922,333 | | |
$ | (2,648,883 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Income per common share, basic | |
$ | 0.05 | | |
$ | (0.10 | ) | |
$ | 0.15 | | |
$ | (0.21 | ) |
| Income per common share, diluted | |
$ | 0.05 | | |
$ | (0.10 | ) | |
$ | 0.15 | | |
$ | (0.21 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Shares used in computing income per common share: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 12,908,141 | | |
| 12,748,869 | | |
| 12,885,785 | | |
| 12,728,209 | |
| Diluted | |
| 13,042,595 | | |
| 12,748,869 | | |
| 13,056,924 | | |
| 12,728,209 | |
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 (loss) 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 (loss) from operations
to Adjusted EBITDA is as follows:
| | |
Three months ended | |
Six months ended |
| | |
June 30, | |
June 30, |
| | |
2026 | |
2025 | |
2026 | |
2025 |
| Income (loss) from operations | |
$ | 1,195,785 | | |
| (1,990,642 | ) | |
$ | 3,025,413 | | |
| (3,176,944 | ) |
| Depreciation | |
| 26,407 | | |
| 88,598 | | |
| 66,136 | | |
| 187,365 | |
| Stock-based compensation | |
| 146,209 | | |
| 168,583 | | |
| 381,496 | | |
| 488,812 | |
| Adjusted EBITDA | |
| 1,368,401 | | |
| (1,733,461 | ) | |
| 3,473,045 | | |
| (2,500,767 | ) |
| A-10 Termination | |
| — | | |
| 2,322,831 | | |
| — | | |
| 4,468,528 | |
| Adjusted EBITDA Excluding A-10 adjustment | |
$ | 1,368,401 | | |
| 589,370 | | |
$ | 3,473,045 | | |
| 1,967,761 | |