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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): March 31, 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 March 31, 2025, CPI Aerostructures, Inc. issued a press release announcing financial results for the quarter and year ended December 31, 2024. 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 March 31, 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: March 31, 2025 CPI AEROSTRUCTURES, INC.
   
  By: /s/ Philip Passarello 
    Philip Passarello
    Chief Financial Officer

 

 

 

 

 

EX-99.1 2 ex99-1.htm PRESS RELEASE

 

CPI Aerostructures, Inc. 8-K

Exhibit 99.1

 

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CPI AEROSTRUCTURES REPORTS FOURTH QUARTER  

AND FULL YEAR 2024 RESULTS

Fourth Quarter 2024 vs. Fourth Quarter 2023 

  Revenue of $21.8 million compared to $23.5 million;
  Gross profit of $4.3 million compared to $4.1 million;
  Gross margin of 20.0% compared to 17.4%;
  Net income of $1.0 million ($1.4 million excluding deferred tax asset valuation impact) compared to net income of $14.8 million ($0.6 million excluding deferred tax asset valuation impact);
  Earnings per share of $0.08 ($0.11 excluding deferred tax asset valuation impact) compared to earnings per share of $1.20 ($0.05 excluding deferred tax asset valuation impact);
  Adjusted EBITDA(1) of $2.3 million compared to $1.8 million;
  Cash flow from operations of $4.4 million compared to $3.1 million.

 

Full Year 2024 vs. Full Year 2023 

  Revenue of $81.1 million compared to $86.5 million;
  Gross profit of $17.2 million compared to $17.1 million;
  Gross margin of 21.3% compared to 19.7%;
  Net income of $3.3 million ($3.7 million excluding deferred tax asset valuation impact) compared to $17.2 million ($3.0 million excluding deferred tax asset valuation impact);
  Earnings per share of $0.26 ($0.29 excluding deferred tax asset valuation impact) compared to $1.40 ($0.25 excluding deferred tax asset valuation impact);
  Adjusted EBITDA(1) of $7.8 million compared to $7.5 million;
  Cash flow from operations of $3.6 million compared to $3.9 million;
  Debt as of December 31, 2024 of $17.4 million compared to $20.1 million as of December 31, 2023.

 

EDGEWOOD, N.Y. – March 31, 2025 – CPI Aerostructures, Inc. (“CPI Aero” or the “Company”) (NYSE American: CVU) today announced financial results for the twelve month period ended December 31, 2024.

“Although our 2024 revenue was lower than our 2023 revenue, we increased our gross profit margin by 150 basis points. Our net income, excluding the tax asset valuation impact, was up 22.2% with EPS up 19.5% from prior year due to operational efficiencies, lower SG&A and interest costs.

“We generated $3.6 million in cash from operations in 2024 and reduced our debt by another $2.7 million reaching an all-time low debt balance since 2011. Our Debt-to-Adjusted EBITDA Ratio at year-end was 2.2, which marks our eighth consecutive quarter-end below 3.0,” said Dorith Hakim, President and CEO.

Added Ms. Hakim, “We ended the year with a strong backlog of $510 million, which includes multiple new program awards from L3Harris, Raytheon and Embraer. We remain confident in CPI Aero’s long-term outlook and look forward to capitalizing on the multiple opportunities ahead as we continue to build on our long-standing relationships with our customers.”

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 confident," “outlook,” “opportunities ahead,” “continue,” and similar expressions are intended to identify these forward-looking statements. These forward-looking statements include the Company’s confidence in its long-term outlook, expectations for future opportunities, and plans to continue strengthening customer relationships. 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 Philip Passarello
Jody Burfening  Chief Financial Officer
(212) 838-3777  (631) 586-5200
cpiaero@lhai.com  ppassarello@cpiaero.com
  www.cpiaero.com

 

 

  

 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES 

 CONSOLIDATED BALANCE SHEETS

 

    December 31,
2024
  December 31,
2023
ASSETS        
Current Assets:        
Cash   $ 5,490,963     $ 5,094,794  
Accounts receivable, net     3,716,378       4,352,196  
Contract assets, net     32,832,290       35,312,068  
Inventory, net     918,288       1,436,647  
Prepaid expenses and other current assets     634,534       718,026  
Total Current Assets     43,592,453       46,913,731  
                 
Operating lease right-of-use assets     2,856,200       4,740,193  
Property and equipment, net     767,904       794,056  
Deferred tax asset     18,837,576       19,938,124  
Goodwill     1,784,254       1,784,254  
Other assets     143,615       189,774  
Total Assets   $ 67,982,002     $ 74,360,132  
                 
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable   $ 11,097,685     $ 10,487,012  
Accrued expenses     7,922,316       10,275,695  
Contract liabilities     2,430,663       5,937,629  
Loss reserve     22,832       337,351  
Current portion of line of credit     2,750,000       2,400,000  
Current portion of long-term debt     26,483       44,498  
Operating lease liabilities     2,162,154       1,999,058  
Income taxes payable     58,209       30,107  
Total Current Liabilities     26,470,342       31,511,350  
                 
Line of credit, net of current portion     14,640,000       17,640,000  
Long-term operating lease liabilities     938,418       3,100,571  
Long-term debt, net of current portion     —         26,483  
Total Liabilities     42,048,760       52,278,404  
                 
Commitments and Contingencies (see note 16)                
Shareholders’ Equity:                
Common stock - $.001 par value; authorized 50,000,000 shares, 12,978,741 and 12,771,434 shares, respectively, issued and outstanding     12,979       12,771  
Additional paid-in capital     74,424,651       73,872,679  
Accumulated deficit     (48,504,388 )     (51,803,722 )
Total Shareholders’ Equity     25,933,242       22,081,728  
Total Liabilities and Shareholders’ Equity   $ 67,982,002     $ 74,360,132  

 

 

 

CPI AEROSTRUCTURES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2024 and 2023

 

    2024   2023
Revenue   $ 81,078,864     $ 86,466,321  
                 
Cost of sales     63,840,803       69,400,693  
                 
Gross profit     17,238,061       17,065,628  
                 
Selling, general and administrative expenses     10,506,439       10,758,624  
Income from operations     6,731,622       6,307,004  
                 
Interest expense     (2,288,834 )     (2,455,214 )
Income before benefit for income taxes     4,442,788       3,851,790  
                 
Provision (Benefit) from income taxes     1,143,454       (13,349,414 )
Net income   $ 3,299,334     $ 17,201,204  
                 
Income per common share-basic   $ 0.26     $ 1.40  
Income per common share-diluted   $ 0.26     $ 1.38  
                 
Shares used in computing income per common share:                
Basic     12,593,213       12,311,219  
Diluted     12,709,237       12,471,961  

 

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

December 31

 

Twelve months ended

December 31

    2024   2023   2024   2023
Income From Operations     2,074,655       1,545,001       6,731,622       6,307,004  
Depreciation     124,746       119,976       430,006       470,950  
Stock-based compensation     74,911       110,771       604,682       770,626  
Adjusted EBITDA     2,274,312       1,775,748       7,766,310       7,548,580