Filed 2026-03-31 · Period ending 2025-12-31 · 37,433 words · SEC EDGAR
# CPI AEROSTRUCTURES INC (CVU) — 10-K
**Filed:** 2026-03-31
**Period ending:** 2025-12-31
**Accession:** 0001999371-26-007357
**Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/889348/000199937126007357/)
**Origin leaf:** 459ba30633245920c1ddfbfa41dee726a14bf73b684a78012a27a274a1a2a599
**Words:** 37,433
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**
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION**
**Washington, D.C. 20549**
**Form
10-K**
**ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934**
For
the fiscal year ended **December 31, 2025**
Commission
file number 1-11398
*
**CPI
AEROSTRUCTURES, INC.**
(Exact
name of registrant as specified in its charter)
|
New York |
11-2520310 | |
|
(State or other jurisdiction
of |
(I.R.S. Employer | |
|
incorporation or organization) |
Identification No.) | |
**91
Heartland Blvd., Edgewood, New York 11717**
(Address of principal executive offices)
**(631)
586-5200**
(Registrants telephone number, including area code)
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, $.001 par
value |
CVU |
NYSE American | |
Securities
registered pursuant to Section 12(g) of the Act: **None**
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
No
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
No
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes
No
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See definitions of large accelerated filer, accelerated filer, smaller
reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.
|
Large accelerated
filer |
|
|
Accelerated filer |
|
|
Non-accelerated
filer |
|
| |
|
Smaller reporting company |
|
|
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.
Indicate
by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12-b-2 of the Exchange Act).
Yes
No
As
of June 30, 2025 (the last business day of the registrants most recently completed second fiscal quarter), the aggregate market
value of the registrants common stock (based on its reported last sale price on NYSE American on June 30, 2025 of $3.50) held
by non-affiliates of the registrant was $41,170,073.
As
of March 26, 2026, the registrant had 13,209,669
shares of common stock, $.001 par value, outstanding.
**Documents
Incorporated by Reference:**
Portions
of the CPI Aerostructures, Inc. Proxy Statement to be filed with the Securities and Exchange Commission within 120 days after the year
covered by this Annual Report on Form 10-K with respect to the registrants 2026 Annual Meeting of Stockholders are incorporated
by reference into Part III hereof.
****
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**FORM
10-K
ANNUAL REPORT**
**FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2025**
**TABLE
OF CONTENTS**
|
FORWARD-LOOKING
STATEMENTS |
|
1 | |
|
PART
I |
|
|
1 | |
|
|
Item
1. |
BUSINESS |
|
1 | |
|
|
Item
1A. |
RISK
FACTORS |
|
11 | |
|
|
Item
1B |
UNRESOLVED
STAFF COMMENTS |
|
18 | |
|
|
Item
1C |
CYBERSECURITY |
|
18 | |
|
|
Item
2. |
PROPERTIES |
|
19 | |
|
|
Item
3. |
LEGAL
PROCEEDINGS |
|
19 | |
|
|
Item
4. |
MINE
SAFETY DISCLOSURES |
|
19 | |
|
PART
II |
|
|
20 | |
|
|
Item
5. |
MARKET
FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
|
20 | |
|
|
Item
6. |
[RESERVED] |
|
21 | |
|
|
Item
7. |
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
|
21 | |
|
|
Item
7A. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
|
26 | |
|
|
Item
8. |
FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA |
|
26 | |
|
|
Item
9. |
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
|
26 | |
|
|
Item
9A |
CONTROLS
AND PROCEDURES |
|
26 | |
|
|
Item
9B. |
OTHER
INFORMATION |
|
27 | |
|
|
Item
9C |
DISCLOSURE
REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS |
|
27 | |
|
PART
III |
|
|
27 | |
|
|
Item
10. |
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
|
27 | |
|
|
Item
11. |
EXECUTIVE
COMPENSATION |
|
28 | |
|
|
Item
12. |
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
|
28 | |
|
|
Item
13. |
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
|
28 | |
|
|
Item
14. |
PRINCIPAL
ACCOUNTANT FEES AND SERVICES |
|
28 | |
|
PART
IV |
|
|
28 | |
|
|
Item
15. |
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES |
|
28 | |
|
|
Item
16. |
FORM
10-K SUMMARY |
|
29 | |
|
|
|
INDEX
TO FINANCIAL STATEMENTS |
|
F-1 | |
**FORWARD
LOOKING STATEMENTS**
This
Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. When used in this Annual Report on Form 10-K and in future filings by us with the Securities and Exchange Commission (SEC),
the words or phrases believe, expect, anticipate, intend, plan,
may, will, should, could, estimate, or similar expressions are
intended to identify forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements are not guarantees
of future performance and are subject to risks and uncertainties. There can be no assurance that future developments will be those that
have been anticipated. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements.
Further, such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical
earnings and those presently anticipated or projected. Numerous factors, including the risk factors described in Item 1A: Risk
Factors* in this Annual Report on Form 10-K, could cause our actual results to differ materially from those expressed in our
forward-looking statements. We assume no obligation to revise or update any forward-looking statements for any reason except as required
by law.
The
forward-looking statements contained in this Annual Report on Form 10-K speak only as of the date of this report. Except as required
by applicable law, we undertake no obligation to update or revise any forward-looking statements to reflect subsequent events, changed
circumstances, or changes in expectations.
You
should read the financial information set forth below in conjunction with our consolidated financial statements and notes thereto.
**PART
I**
|
|
Item 1. |
BUSINESS | |
**General**
CPI
Aerostructures, Inc., including its wholly owned subsidiary Welding Metallurgy, Inc. (WMI)
and Compac Development Corporation, a wholly owned subsidiary of WMI (collectively, CPI Aero, the Company,
us, or we) manufactures structural assemblies, integrated systems, and kitting services for the domestic
and international aerospace and defense (A&D) markets. Our products are generally used by customers in the production
and refurbishment of fixed wing aircraft, helicopters, electronic warfare (EW) systems, intelligence, surveillance, and
reconnaissance (ISR) systems, missiles, autonomous systems, and other sophisticated A&D products. 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 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 Aeros international customer base
enjoys a unique combination of large-company capabilities, matched with small-company value, responsiveness, and personal customer service.
Our products are used by OEMs within both commercial aerospace and national security markets. In addition to our assembly operations,
we provide manufacturing engineering, program management, supply chain management, kitting, and maintenance repair and overhaul (MRO)
services.
CPI
Aero has over 45 years of experience as a contractor. Our team possesses extensive technical expertise, program and supply chain management,
and integration capabilities. Our competitive advantage lies in our ability to offer large contractor capabilities with the flexibility
and responsiveness of a small company, while staying competitive in cost and delivering superior quality products.
We
maintain a website located at www.cpiaero.com. Our corporate filings, including our Annual Reports on Form 10-K, our Quarterly
Reports on Form 10-Q, our Current Reports on Form 8-K, our proxy statements and reports filed by our officers and directors under Section
16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and any amendments to those filings, are available,
free of charge, on our website as soon as reasonably practicable after we electronically file such material with the SEC. The contents
of our website are not incorporated in or otherwise to be regarded as a part of this Annual Report on
Form 10-K.
**History**
CPI
Aerostructures, Inc. was founded in 1980 as a technical consulting firm under the name Composite Products International Inc. Within several
years, the Company expanded its activities to include the manufacture of aircraft structural assemblies for U.S. military aircraft under
contracts with the U.S. Government. By the late 1980s, the Company had broadened its operations to include the manufacture of aerostructures
for commercial aircraft. During the 1990s, the Company became publicly traded and changed its name to CPI Aerostructures, Inc. Government
contracts continued to represent a significant portion of the Companys business, while the Company also increased its participation
in the commercial aerospace market and expanded its relationships with original equipment manufacturers. On September 5, 2000, the Companys
common stock was listed on the American Stock Exchange (now known as NYSE American). During the following decade, the Company expanded
its operations through additional aerospace program awards and by broadening the range of complex, mixed-commodity assemblies it manufactures.
In 2018, CPI Aero acquired WMI, which expanded the Companys manufacturing capabilities to include complex fusion welding and large-diameter
tube bending. The acquisition also included Miller Stuart and Compac Development Corporation, which added capabilities in the fabrication
of electrical cables, harnesses and enclosures. CPI Aero currently manufactures structural assemblies, integrated systems and provides
repair/overhaul and kitting services for customers in the aerospace and defense industry and continues to expand its manufacturing capabilities
in support of its aerospace and defense programs.
1
**Products
and Services**
CPI
Aero provides a range of manufacturing and related services in support of aerospace and defense programs. These services include program
management, assembly integration, manufacturing engineering, tool design and fabrication, subcontracting, logistics, data management,
configuration control, final assembly and test, quality assurance, product support, and maintenance, repair and overhaul. Our products
are described in the following categories:
Aerostructures:
New Production and Repair/Overhaul of Fielded Wing Structures and other Control Surfaces, Rudder Island/Drag Chute Canisters, Engine
Inlets/Nacelles, Engine Exhaust Manifolds, Aircraft Doors and Windows, Aircraft Steps and Racks, and other Aircraft Secondary Structures
Aerosystems:
Airborne Pod Structures and Integration of Internal Systems, Radar Housing Structures and Integrated Radar Housing Rack Systems
Small-to-Large
Diameter Tube Bending: Complex Ducts and Tubes in Steel, Aluminum, Titanium, and Nickel Alloys, from to 5 diameter
via fully automated NC Tube bending equipment
Complex
Specialty Welding: Fusion Welded Fluid Tanks, Aerial Refueling Probes, Plenums, Tubes and Ducts and Resistance Welding (Spot and Seam)
of fairings and complex metallic assemblies
Electrical
Cables, Harness, and Enclosures: Wire Harnesses, Power Control Systems, Fuel Management Systems, Power Distribution Systems, Fully Integrated
Electrical Control Systems, and RF enclosures
**Engineering
Services and Capabilities**
As
a build-to-print structural assemblies manufacturer, CPI Aeros engineering focus is on executing customer contracts through product
realization, and to support collaborative design development using design for manufacturing and assembly (DFMA), geometric
dimensioning & tolerancing (GD&T), and tooling concept support. CPI Aero has experience with various types of detail
part manufacturing that allows us to provide detailed design for manufacturing input during the design refinement process.
We
have significant experience working in a full model-based definition environment, both CATIA and NX, due to our long sustainment support
on older airframes. CPI Aero also possesses the capability to work with traditional blueprints, mylars and loft. The Company has executed
several projects where older engineering data sets were rehabilitated to fully model-based datasets per customers
requests.
CPI
Aero is capable and has experience in designing many types of assembly type tools up to and including large floor mounted, articulated
tooling at high levels of precision. We are also capable of designing various types of tooling that can be 3D printed for rapid response.
Understanding customers product performance requirements and incorporating product GD&T layouts and final tooling definitions
and requirements supports product realization.
CPI
Aeros engineering team supports customer programs through engineering and manufacturing activities associated with the production
and assembly of aerostructures and aerosystems.
2
****
**Business
Strategy**
CPI
Aeros business development strategy focuses on supporting revenue and earnings growth through the expansion of its aerospace and
defense manufacturing programs. CPI Aeros future strategic direction is tied to aerostructures, aerosystems, supply chain, and
kitting services, and a deeper market penetration of formerly acquired businesses in welding, tube bending, wire harnesses, and electronics.
To accomplish this strategy, we are focused on executing on our current customer programs while pursuing new aerospace build-to-print
opportunities - in both new production and MRO statements of work.
We
believe that there has been a shift in the market for more build-to-print contracts by OEMs versus the past trend of design and build
contracts. This trend aligns with CPI Aeros build-to-print manufacturing capabilities. In addition, we expect to identify and
close contracts for which the Company can provide additional manufacturing and integration services to customers (such as integrating
sub-assemblies into higher level aerostructures and aerosystems statements of work) and we intend to pursue statements of work that require
proportionately higher CPI Aero manufacturing content.
Another
tenet of the CPI Aero business development strategy is portfolio reshaping of our existing business by identifying and closing long-term
agreements or multi-year contracts, which provides an opportunity to firm-up supplier agreements and secure supplier capacity.
The
final element of CPI Aeros business development strategy is to build upon the Companys existing customer relationships
and to develop relationships with new customers. We intend to increase customer engagements by deploying our business development personnel
to solidify existing customer relationships which have developed over many years and multiple programs. We have also added additional
resources to our business development function to cultivate new relationships with new customers.
The
Company seeks to support customer programs through the delivery of aerostructures and aerosystems in accordance with customer specifications
and program schedules.
**The
Market**
CPI
Aero participates in the military aerospace market and serves a broad customer base, including defense prime contractors. The Companys
role as a subcontractor to defense prime contractors has also provided opportunities to act as a subcontractor in the production of commercial
aircraft structures.
Over
time, our Company has expanded its capabilities and operations, including its operational, global supply chain management, program management,
and engineering capabilities, as well as its manufacturing facilities and equipment base. These developments have supported the Companys
ability to supply larger and more complex aerostructures and aerosystems products in support of government-related programs and to pursue
opportunities within the commercial and business jet markets. The Companys capabilities have also supported contracts related
to MRO, kitting, tube bending, welding, and electronics.
**Competition**
We
face competition in our role as both a prime contractor to the U.S. Government and as a Tier 1 or Tier 2 subcontractor to military and
commercial aircraft manufacturers. With respect to aerostructures products, we often compete against much larger Tier 1 suppliers, such
as Spirit Aerosystems, Kaman Aerospace, GKN Aerospace, Ducommun, and LMI Aerospace. We compete with these larger companies by delivering
products with comparable levels of quality and performance while maintaining competitive pricing for our customers.
With
respect to aerosystems products, such as our portfolio of EW and ISR integrated pod structures, we generally encounter fewer competitors
and are not aware of competition from any of the aerostructures companies mentioned above. In these cases, we typically compete with
the internal manufacturing arm of our customers. Our experience related to integrated pod structures, combined with our cost structure,
supports our ability to compete for aerosystems contracts.
For
certain unrestricted contracts for the U.S. Government, we may compete against well-established prime contractors, including Northrop
Grumman, Lockheed Martin, and Boeing. All of these competitors possess significantly larger infrastructures, greater resources and the
capabilities to respond to much larger contracts. Our ability to combine manufacturing capabilities with the operational flexibility
and responsiveness of a smaller company supports our ability to compete for certain contracts.
3
While
larger prime contractors compete for significant modification awards, they generally do not compete for awards in smaller modifications,
spares and replacement parts, even for aircraft for which they are the original manufacturer. In certain instances, the large prime contractors
often subcontract much of the work they win to their Tier 1 suppliers, and we may act as a subcontractor to them in these situations.
Furthermore, in some cases these prime contractors are not permitted to bid, for example when the U.S. Government designates a contract
as a Small Business Set-Aside. In these restricted contracts for the U.S. Government, CPI Aero typically competes against numerous small
business competitors. We compete for these contracts based on our experience and expertise in responding to requests for proposals for
government contracts.
**Our
Customers**
Approximately
$5.8 million and $5.1 million of our revenue for the years ended December 31, 2025 and 2024, respectively, were from customers outside
the U.S. All other revenue for the years ended December 31, 2025 and 2024 has been attributable to customers within the U.S. We have
no assets outside the U.S.
We
serve a broad customer base in the military aerospace market, which we believe may reduce the potential impact of industry consolidation
or potential defense budget reductions. Our role as a subcontractor to defense prime contractors has also provided opportunities to act
as a subcontractor in the production of commercial aircraft structures, which we believe may also reduce our exposure to defense industry
consolidation, government spending decisions, and other defense industry risks.
Our
OEM customers in the defense sector include leading prime defense contractors such as:
Lockheed Martin Corporation - we provide products used in the production of Lockheed Martin Corporations (Lockheed Martin)
F-16 Fighting Falcon. We also provide structural assemblies to Sikorsky, a Lockheed Martin company (Sikorsky), for many
of their military helicopter platforms including the UH-60 BLACK HAWK, MH-60 Seahawk, CH-53E and CH-53K King Stallion, and a special
purpose helicopter.
RTX
Corporation, formerly Raytheon Technologies we provide products to multiple business divisions of RTX Corporation (Raytheon):
Raytheon (Next Generation Jammer Mid-Band Pod, Advanced Tactical Pods, Intelligence, Surveillance and Airborne Reconnaissance
Pods, Missile Wings, and Radar Racks) and Collins Aerospace (RF Enclosures).
Northrop
Grumman Corporation we provide structural assemblies and kitting services for the Northrop Grumman Corporation (NGC)
E-2D Advanced Hawkeye, various integrated radar and laser pod structures, welded tubes and aerial refueling probes, and welded fluid
tanks for a classified program.
80%
of our revenue in 2025 and 2024, was generated by subcontracts with defense prime contractors.
Our
OEM customers in the civil aviation market include:
Embraer
S.A. Executive Jets we provide engine inlet assemblies for Embraer S.A.s (Embraer) Phenom 300 business jet
and were subsequently awarded a contract to manufacture engine inlets for the Phenom 100 business jet.
9%
and 6% of our revenue in 2025 and 2024, respectively, was generated by commercial contract sales.
CPI
Aero also is a prime contractor to the DOD, primarily through contracts directly with the USAF and the Defense Logistics Agency (DLA),
providing supply chain management, assembly & integration, and kitting services for the T-38 program.
11% and 14% of our revenue
in 2025 and 2024, respectively, were generated by direct government sales.
4
****
**Significant
Contracts**
Our
most significant contracts are described below:
**Military
Aircraft Subcontracts with Prime Contractors**
**E-2D
Advanced Hawkeye:** The NGC E-2D Advanced Hawkeye is an all-weather, carrier-based tactical Airborne Early Warning aircraft. The
twin turboprop aircraft was designed and developed in the 1950s by the Grumman Aircraft Company for the U.S. Navy. The U.S. Navy aircraft
has been progressively updated with the latest variant, the E-2D, first flying in 2007. In 2008, we received an initial $7.9 million
order from NGC to provide structural kits used in the production of Outer Wing Panels (OWP) of the E-2D. We initially valued
the long-term agreement at approximately $98 million over an eight-year period, with the potential to be in excess of $195 million over
the life of the aircraft program. In February of 2019, we announced a new multi-year award valued at up to approximately $47.5 million.
In June 2020, we announced that we had received firm orders valued in excess of $43 million and $5 million in long-lead funding in anticipation
of purchase orders for OWP structural kits. In 2021, we received additional orders valued at approximately $11 million. Since 2008, the
cumulative orders we have received on this program through December 31, 2025 exceed $210 million. We anticipate continuing to ship against
these orders into 2026.
In
February 2020, the Companys subsidiary WMI received approximately $4 million in purchase orders from NGC to produce numerous welded
structures and tubes for the E-2D Advanced Hawkeye. Under the terms of the purchase orders, WMI manufactured more than 140 different
items in support of the production of at least 25 E-2D aircraft. CPI received follow-on orders for additional quantities of welded products
in 2024 and 2025 totaling $2.2 million with deliveries out through 2028.
**ALQ-249
Next Generation Jammer Mid-Band Pod (NGJ-MB):** The Raytheon NGJ-MB pod is an external jamming pod that will
disrupt and degrade enemy aircraft and ground radar and communication systems, and will replace the ALQ-99 system on the U.S. Navys
EA-6B Growler carrier-based electronic warfare aircraft. The U.S. Navy plans to install these pods on 139 EA-18G Growlers during the
production phase. There are two pods per aircraft. There are also 11 EA-18Gs operated by the Royal Australian Air Force. Raytheon received
an approximate $1.0 billion sole source contract from the U.S. Navy in April 2016, and CPI Aero has a contract with Raytheon to assemble
the pod structural housing and air management system (AMS) and integrate customer furnished equipment. In 2019, Raytheon
authorized CPI Aero to begin production of pod structures and AMS assemblies for the System Demonstration and Test Article (SDTA)
phase of the NGJ-MB program. All SDTA pods and AMS assemblies orders received were valued in excess of $60.0 million and completed
delivery as of December 31, 2022.
On
November 16, 2021 the Company announced it was authorized by Raytheon to start the production phase of the program. The Company was awarded
low rate production (LRIP) I and II orders valued at approximately $18.5 million. LRIP III, for which the Company was awarded
an order of approximately $14.0 million in October 2022, and later definitized at $32.5 million. In November 2023, Raytheon issued a
Memorandum for Record for Lot 4 with an anticipated Program Value of $32 million and an initial funding limit of $16.0 million. In December
2024, Lot 4 was fully funded at $33.4 million. In September of 2025, Lot 5 was awarded with ceiling price of $42.3 million. The Company
estimates that the total value of the NGJ-MB program through production will be in excess of $254.4 million through 2030.
**UH-60
BLACK HAWK:** The Sikorsky UH-60 BLACK HAWK helicopter is a multi-mission rotary wing aircraft used by the U.S. military
and other military operators. Among the mission configurations it serves are troop transport, medical evacuation, electronic warfare,
attack, assault support, and special operations. More than 4,000 BLACK HAWK helicopters are in use today. CPI Aero manufactures several
different structural assemblies, including welded structure for the BLACK HAWK. The majority of CPI Aeros contracts for the BLACK
HAWK are as a Tier 1 supplier to Sikorsky. The Company also is a Tier 2 supplier to GKN Aerospace and Ducommun for products ultimately
used on the BLACK HAWK. In 2017, CPI Aero received an approximate $21 million long-term agreement through 2022 for the production of
fuel panel assemblies, work it has performed for Sikorsky since 2010. Also in 2017, the Company received an $8 million long-term agreement
through 2022 to manufacture machine gunner window assemblies for the BLACK HAWK, continuing work it has performed since 2010. A third
five-year long-term agreement was awarded in January 2022, also for gunner window assemblies, estimated at $13.6 million with a period
of performance from 2023-2027. In October 2024, CPI Aero received multiple purchase orders totaling $2.3 million for hover infrared suppression
system (HIRSS) module assemblies for use as spares on older variants of the BLACK HAWK. The HIRSS is a defensive countermeasures
system that is integral to the survival of the BLACK HAWK by reducing the opportunity for an infrared-seeking threat system to acquire,
lock onto, track, and destroy the aircraft. Finally, in May 2021, the Company announced receiving a multi-year contract valued at up
to $17.2 million for the repair and overhaul of outboard stabilator assemblies in support of the Sikorsky MH-60 SEAHAWK with deliveries
through 2027. In late 2024, Sikorsky kicked off proposal efforts for the next SEAHAWK PBL commencing in 2027. In 2025, CPI received orders
totaling $4.1 million.
5
****
**F-16V
Fighting Falcon:** The Lockheed Martin F-16 multirole fighter aircraft widely used by military forces around the world. Approximately
3,000 operational F-16s are in service today in 25 countries. The F-16V is a newer variant sold to international air forces. In 2019,
the Company announced it had been awarded a multi-year contract by Lockheed Martin to manufacture Rudder Island and Drag Chute Canister
(RI/DCC) assemblies for the F-16V. The RI/DCC is a large structural sub-assembly that is installed on the tail section
of the aircraft. CPI Aero deliveries began in 2021. In June 2020, the Company announced that it had been awarded an order from Lockheed
Martin as part of the previously announced multi-year contract to manufacture RI/DCC assemblies for new production F-16 Block 70/72 aircraft,
in March 2021 the Company announced that it had received an additional order for these assemblies for $9.2 million and in November 2022,
the Company announced another follow-on order for these assemblies for $4 million. On August 28, 2023 CPI announced the receipt of a
2nd Multiyear long-term agreement with not-to-exceed funding of $34.4 million. The total value of the RI/DCC program, including both
multi-year contracts is approximately $60 million. In 2024, Lockheed initiated proposal efforts for the next pricing period, the anticipated
LTA3. This order will see deliveries out in 2029 and 2030 worth approximately $15 million.
**CH-53K
King Stallion:** The CH-53K is a heavy-lift helicopter produced by Sikorsky for the U.S. Marine Corps. We manufacture build-to-specification
titanium and aluminum welded tubes, The design of these tubes is proprietary to CPI Aero. In 2023, CPI received an undefinitized ceiling
price order with a not-to-exceed of $17.4M. Through December 31, 2025, we had received orders totaling $9.4 million.
**Airborne
Pod Structure:** In 2019, the Company received an initial purchase order from Raytheon to manufacture pod structures for an
undisclosed application. The value of the order was approximately $2.3 million for manufacturing engineering services, development
of assembly tooling, and the production of the prototypes. The undisclosed pod structure is currently under development. In October
2021, the Company announced that Raytheon awarded the Company an approximately $6.1 million contract modification that changes the
scope of work the Company would perform and increases the quantity of pods to be produced. In December 2024 CPI received the initial
funding for the follow-on order with additional funding received in June 2025. This program adds to the growing list of Airborne Pod
Programs in CPIs aerosystems portfolio. The SOW includes the design and development of assembly tools and fixturing,
procurement of complex monolithic machine parts and other mixed-commodity parts, assembly and integration of the complete pod
structure, and required testing. The total funding received as of December 31, 2025 was $22.7 million with additional funded orders
anticipated in 2026.
**Undisclosed
Vehicle:** In 2018, the Company started production of a welded tank for NGC for an undisclosed application on an undisclosed platform.
The total value of orders received as of December 31, 2025 is $3.9 million. NGC awarded a new spares order in November 2025 with deliveries
in 2026.
**B-52
Radar Rack:** In late 2021, the Company received an initial purchase order from Raytheon to manufacture radar rack structures for
the B-52 Radar Modernization Program. The value of the order was approximately $4.0 million for manufacturing engineering services, development
of assembly tooling, and the production of the initial units. The non-recurring and tooling phase of the program was completed and the
initial 11 racks have been delivered in 2024. CPI submitted proposals for follow-on lots of racks and an award is anticipated in 2026.
**Hypersonic
Missile Wings:** In March 2025, CPI received an order from Raytheon for wings for an undisclosed hypersonic missile program. This
initial contract is worth approximately $3.8 million. Raytheon also requested proposals for the next two lots of missiles.
**Next
Generation Jammer Low Band Pod:** In August of 2024, the Company received a letter contract from a new customer, L3Harris
Technologies to manufacture pod structures for the Next Generation Low Band Program. The estimated value of this first development phase
of the program is approximately $12.1 million with initial Purchase Order funding received in fourth quarter of 2024 of $5 million for
long lead material, manufacturing engineering services, development of assembly tooling, and the production of the initial units. The
balance of funding, $7.1 million, for this development phase of the program is anticipated in 2026.
**MS-110
& TacSAR Reconnaissance Airborne Pods:** After nearly a decade-long hiatus, Raytheon (formerly Collins/UTC) awarded CPI Aero
a contract to build an upgraded reconnaissance pod for sale to foreign air forces known as the Multispectral 110 or MS110 Pod. The MS-110
represents the next generation of the DB-110 Dual Band Reconnaissance System, which provides day and nighttime wide area, long-range
imagery coverage. The initial contract was awarded to CPI in 2022 for approximately $7.5 million. Through June of 2025 an additional $2.0
million was added to the contract. Also in 2022, CPI was awarded a Developmental program for a Tactical Synthetic Aperture Radar (TacSAR)
variant of the MS-110 Optical based Pod. The TacSAR Contract was funded at $4.0 million and includes Non-Recurring Engineering, Tooling,
and one prototype pod.
6
****
**Military
Aircraft Prime Contracts with U.S. Government**
**T-38
Pacer Classic III, Phase 2:** For more than 50 years, the NGC T-38 has been the principal supersonic jet trainer used by the USAF.
The T-38C Pacer Classic III Fuselage Structural Modification Kit Integration program (PC III) and the Talon Repair Inspection
and Maintenance (TRIM) program are expected to increase the structural service life of the T-38 beyond 2030. In 2015, CPI
Aero was awarded Phase 2 of PC III and has received purchase orders valued at approximately $2.0 million from the USAF to provide structural
modification kits for the PC III aircraft structural modification program.
**T-38
Pacer Classic III, Phase 3 and TRIM:** In July 2019, the Company announced a new $65.7 million IDIQ contract from the USAF for
the final phase of PC III as well as TRIM. The TRIM program is a separate USAF structural modification effort that will extend the structural
service life of T-38A and T-38 model types, as well as T-38C models that were not modified during PC III. Through December 31, 2020,
the Company had received orders valued at approximately $15.3 million for the PC III, Phase 3 and TRIM programs, and in 2021, the Company
announced it had received three separate orders for additional requirements valued at approximately $16.2 million. In 2025, CPI received
orders totaling $12.4 million. Through December 2025, CPI has received funded orders under this long-term agreement totaling $61.1 million.
****
**Commercial
Aircraft Subcontracts with Prime Contractors**
****
**Embraer Phenom 300:** The Phenom 300 is a twin-engine, executive jet produced
by Brazilian aircraft company Embraer that can carry between six and ten passengers and a crew of two. It is a widely used light business
jet. We have been producing engine inlet assemblies for Embraer under a Life-of-Program agreement we entered into in 2012. In January
2024, we delivered the 800th shipset of inlets. In 2025, we received funded orders totaling $2.4 million.
**Embraer
Phenom 100:** The Phenom 100 is a light executive business jet twin-engine, produced by Brazilian aircraft company Embraer that
can carry up to six passengers and a crew of two. Embraer unveiled the Phenom 100EX, the Companys latest evolution from the Phenom
100 series with over 400 aircraft in operation. Embraer has informed us in December 2024 that we have been selected to produce the engine
inlets for this aircraft. In early 2025, we received an initial order of $1.4 million for Non-recurring Engineering, Tooling, and Low
rate production of Inlets and incorporated these inlets into our Life-of-Program agreement with this customer. We anticipate our first
deliveries to take place in 2026.
**Backlog**
We
produce custom assemblies pursuant to long-term contracts and customer purchase orders. Funded backlog consists of the aggregate funded
value of remaining performance obligations under such contracts and purchase orders, excluding the portion previously included in operating
revenues pursuant to Accounting Standards Codification Topic 606 (ASC 606). Unfunded backlog is the estimated amount of
future orders under the expected duration of the program. Substantially all of our unfunded backlog is subject to termination at will
and rescheduling, without significant penalty. Funds are often appropriated for programs or contracts on a yearly or quarterly basis,
even though the contract may call for performance that is expected to take a number of years. Therefore, our funded backlog does not
include the full value of our contracts.
Backlog
is not necessarily indicative of future revenues or the timing of such revenues. The realization of backlog depends on a number of factors,
including program funding, customer requirements, and the continuation of the underlying programs. Backlog may also include amounts associated
with options or anticipated orders under existing contracts that are not yet funded or awarded and are subject to change.
Our
total backlog as of December 31, 2025 and 2024 was as follows:
|
Backlog (Total) | |
December 31, 2025 | | |
December 31, 2024 | | |
|
Funded | |
$ | 91,818,000 | | |
$ | 85,039,000 | | |
|
Unfunded | |
| 412,704,000 | | |
| 425,232,000 | | |
|
Total | |
$ | 504,522,000 | | |
$ | 510,271,000 | | |
7
Approximately
96% and 95% of the total amount of our backlog at December 31, 2025 and 2024 was attributable to government contracts. Our backlog attributable
to government contracts at December 31, 2025 and 2024 was as follows:
|
Backlog (Government) | |
December 31, 2025 | | |
December 31, 2024 | | |
|
Funded | |
$ | 89,067,000 | | |
$ | 82,262,000 | | |
|
Unfunded | |
| 393,530,000 | | |
| 404,256,000 | | |
|
Total | |
$ | 482,597,000 | | |
$ | 486,518,000 | | |
Our
backlog attributable to commercial contracts at December 31, 2025 and 2024 was as follows:
|
Backlog (Commercial) | |
December 31, 2025 | | |
December 31, 2024 | | |
|
Funded | |
$ | 2,751,000 | | |
$ | 2,777,000 | | |
|
Unfunded | |
| 19,174,000 | | |
| 20,976,000 | | |
|
Total | |
$ | 21,925,000 | | |
$ | 23,753,000 | | |
**Material
and Parts**
We
subcontract the production of substantially all the detail parts incorporated into our products to third-party manufacturers under firm
fixed-price orders. Our decision of what to buy from which company is generally based upon whether the detail parts are available to
meet required specifications at a cost and delivery schedule consistent with CPIs build plan and our customers requirements.
From time to time, we are required to purchase custom-made parts from sole suppliers or manufacturers in order to meet specific customer
requirements.
We
obtain our raw materials from several commercial sources. Although certain items are available only from limited sources of supply, we
believe that alternative sources generally are available and that the loss of any single supplier would not have a material adverse effect
on our business.
**Government
Regulation**
*Environmental
Regulation*
We
are subject to regulations administered by the U.S. Environmental Protection Agency, the U.S. Occupational Safety and Health Administration,
and various state, county, and local agencies acting in cooperation with federal and state authorities. Among other things, these regulatory
bodies impose restrictions to control air, soil, and water pollution, to protect against occupational exposure to chemicals, including
health and safety risks, and to require notification or reporting of the storage, use, and release of certain hazardous chemicals and
substances. The regulatory framework imposes compliance burdens and risks on us. Governmental authorities have the power to enforce compliance
with these regulations and to obtain injunctions or impose civil and criminal fines in the case of violations.
The
Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) imposes strict, joint and several
liability on the present and former owners and operators of facilities that release hazardous substances into the environment. The Resource
Conservation and Recovery Act of 1976 (RCRA) regulates the generation, transportation, treatment, storage, and disposal
of hazardous waste. In New York State, the handling, storage, and disposal of hazardous substances are governed by the Environmental
Conservation Law, which contains the New York counterparts of CERCLA and RCRA. In addition, the Occupational Safety and Health Act, which
requires employers to provide a workplace free from recognized hazards that are likely to cause serious physical harm to employees, obligates
employers to provide notice to employees regarding the presence of hazardous chemicals and to train employees in the use of such substances.
Our
operations require the use of a limited amount of chemicals and other materials for painting and cleaning, including solvents and thinners,
which are classified under applicable laws as hazardous chemicals and substances. We believe that we are in material compliance with
applicable federal, state and local rules and regulations regarding the disposal of these chemicals and associated waste. We have obtained
a permit from the Town of Islip, New York, Building Division to maintain a paint booth containing flammable liquids.
8
**
*Federal
Aviation Administration Regulation*
We
are subject to regulation by the Federal Aviation Administration (FAA) under the provisions of the Federal Aviation Act
of 1958, as amended. The FAA prescribes standards and licensing requirements for aircraft and aircraft . We are subject to inspections
by the FAA and may be subjected to fines and other penalties (including orders to cease production) for noncompliance with FAA regulations.
Our failure to comply with applicable regulations could result in the termination of or our disqualification from some of our contracts,
which could have a material adverse effect on our operations.
**Government
Contract Compliance**
Our
government contracts and sub-contracts are subject to the procurement rules and regulations of the U.S. Government. Many of the contract
terms are dictated by these rules and regulations. Specifically, cost-based pricing is determined under the Federal Acquisition Regulation
(FAR), which provides guidance on the types of costs that are allowable in establishing prices for goods and services under
U.S. Government contracts. For example, costs such as those related to charitable contributions, advertising, interest expense, and public
relations are unallowable, and therefore not recoverable through sales. During and after the fulfillment of a government contract, we
may be audited in respect of the direct and allocated indirect costs attributed to such contract. These audits may result in adjustments
to our contract costs. Additionally, we may be subject to U.S. Government inquiries and investigations because of our participation in
government procurement. Any inquiry or investigation can result in fines or limitations on our ability to continue to bid for government
contracts and fulfill existing contracts. We believe that we are in material compliance with applicable federal, state, and local laws
and regulations governing our operations and that we have obtained all material licenses and permits required for the operation of our
business.
The
U.S. Government generally has the ability to terminate our contracts, in whole or in part, without prior notice, for convenience or for
default based on performance. If a U.S. Government contract were to be terminated for convenience, we generally would be protected by
provisions covering reimbursement for costs incurred on the contract and profit on those costs, but not the anticipated profit that would
have been earned had the contract been completed. In the unusual circumstance where a U.S. Government contract does not have such termination
protection, we attempt to mitigate the termination risk through other means. Termination resulting from our default may expose us to
liability and could have a material adverse effect on our ability to compete for other contracts. The U.S. Government also has the ability
to stop work under a contract for a limited period of time for its convenience. In the event of a stop work order, we generally would
be protected by provisions covering reimbursement for costs incurred on the contract to date and for costs associated with the temporary
stoppage of work on the contract. However, such temporary stoppages and delays could introduce inefficiencies for which we may not be
able to negotiate full recovery from the U.S. Government and could ultimately result in termination for convenience or reduced future
orders on certain contracts. Additionally, we may be required to continue to perform for some period of time on certain of our U.S. Government
contracts, even if the U.S. Government is unable to make timely payments.
**Insurance**
We
maintain general liability insurance coverage of $2.0 million, products liability insurance coverage of $100 million, and umbrella liability
insurance coverage of $5.0 million. Additionally, we maintain $15.0 million of directors and officers liability insurance
coverage. We believe this coverage is adequate for the types of claims that have been and may be brought against us, and for the types
of products presently marketed, particularly in light of the strict inspection standards imposed on us by our customers before they take
possession of our products. Additionally, the FAR generally provides that we will not be held liable for any loss of or damage to property
of the U.S. Government that occurs after the U.S. Government accepts delivery of our products and that results from any defects or deficiencies
in our products unless the liability results from willful misconduct or lack of good faith on the part of our managerial personnel. However,
there can be no assurance that our insurance coverage will be sufficient to cover all claims that may arise.
**Proprietary
Information**
WMI
has two programs that include Proprietary Designs: 1) The Aux Tanks for Northrop Grumman; and 2) The CH-53K Titanium and Aluminum Tubes/Ducts
for Sikorsky. Both of these products were developed as Design and Build-to-Specification. All other Company programs are Build-to-Print
utilizing design and technical data developed and provided by our customers. We rely on proprietary know-how and information and employ
various methods to protect the processes, concepts, ideas, and documentation associated with our products. These methods, however, may
not afford complete protection and there can be no assurance that others will not independently develop similar processes, concepts,
ideas, or documentation.
CPI
Aero is a registered trademark of the Company.
9
****
**Human
Capital Management**
Our
ability to attract, develop and retain top talent across all of our business functions, and particularly in highly technical areas, is
important to the operation and development of our business. Accordingly, our human capital management strategy places a significant focus
on both attracting a, highly skilled workforce and engaging and developing talent from within by creating a work environment that promotes
equitable treatment. We provide employees opportunities to enhance their skills and develop their careers through training and development
programs and emphasize innovation and continuous improvement throughout our organization. We continue to pursue opportunities that enable
us to build our talent pipeline, particularly for skilled manufacturing labor, including running an apprentice training program several
times over the course of the year and forging relationships with local high school and trade schools.
We
attract and compensate our employees by offering a competitive total rewards package which includes benefits, resources, and programs
that support health, physical, mental, and financial wellness. The benefits package we offer, together with employee recognition opportunities
and employee engagement activities helps create a comprehensive employee experience. We periodically benchmark our benefits programs
and associated costs to remain competitive.
As
of December 31, 2025, we had 192 full-time employees as compared to 212 full-time employees as of December 31, 2024. On an as-needed
basis, we employ temporary personnel with specialized disciplines to fill staffing gaps. We do not have any employees represented by
a union, and we believe that we maintain good relations with our employees. We provide our team members with ongoing opportunities to
share thoughts and perspectives on company and employment-related matters through surveys, all-hands meetings, and management open door
policies. Our management, with oversight from the Compensation and Human Resources Committee of our board of directors, monitors the
hiring, retention, and workforce management and regularly conducts succession planning to ensure that we continue to cultivate the pipeline
of talent needed to operate our business.
**Safety**
Ensuring
the safety and well-being of our employees is a top priority. The goal of our safety program is to increase safety knowledge and awareness
throughout the organization to ensure occupational health, reduce risk, and prevent incidents. We regularly benchmark our safety performance,
self-audit our safety compliance, and provide our employees with safety-related training. We conduct an investigation, including root
cause analysis and corrective action, when a safety incident or a near miss occurs.
Our
Safety Committee is comprised of employees from various disciplines throughout the organization who meet on a regular basis to execute
continuous improvement strategies, develop methods to increase ownership of safety throughout the organization, establish new safety
initiatives, and assess safety performance.
We
monitor the effectiveness of our safety program by comparing recordable incidents and incident severity year over year. We measure the
number of safety incidents with the total recordable incident rate (TRIR) metric and the severity of incidents with the
days away restricted and transferred (DART) metric. The table below represents our result from the two most recent calendar
years:
|
Safety
Metric |
2025 |
2024 | |
|
TRIR |
4.6 |
4.8 | |
|
DART |
2.3 |
2.7 | |
TRIR
= total number of recordable cases x 200,000 / total hours worked
DART
= number of cases with days away from work x 200,000 / total hours worked by all employees
**Community
Involvement**
Having
a positive impact on the community around us is one of our most important values. We donate to local charitable organizations, such as
United Way of Long Island, through both monetary contributions, as well as drives to collect and deliver employee donated
food and school supplies. We actively engage and educate local high school students from surrounding districts about the manufacturing
and engineering industry and career trajectory. This includes hosting educational experiences and shop tours with high school and trade
school classes. Members of our leadership team participate on the boards of trade associations that support and advance the interests
of the local community.
10
|
Item 1A. |
RISK FACTORS | |
In
addition to other risks and uncertainties described in this Annual Report on Form 10-K, the following material risk factors should be
carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results,
liquidity, and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those
projected in any forward-looking statements.
**Risks
Related to Our Business**
**We
depend on government contracts for a significant portion of our revenues.**
We
are a supplier, either directly or as a subcontractor, to the U.S. Government and its agencies and a significant portion of our business
depends on government contracts. If we are suspended or barred from contracting with the U.S. Government, if our relationship with individual
federal agencies were impaired, or if the U.S. Government otherwise ceased doing business with us or significantly decreased the amount
of business it does with us, our business, financial condition, and results of operations could be materially adversely affected.
**We
depend on a limited number of prime contractors and government customers for a significant portion of our revenue.**
A
significant portion of our revenues is derived from programs performed for a limited number of prime defense contractors and government
customers. These significant customers Raytheon, Sikorsky, Lockheed Martin, and the United States Air Force constituted
approximately 38%, 20%, 11% and 11%, respectively, of our 2025 revenue. Our revenues from these customers are diversified over several
different A&D products, programs, and subsidiaries within these customers. However, any significant change in production rates by
any of these customers would have a material effect on our results of operations, and cash flows. There can be no assurance that these
customers will continue to purchase products from us at current levels, that we will retain these relationships, or that we will be able
to establish comparable relationships with other customers if one or more of these customers reduces or terminates its business with
us.
**A
significant portion of our revenue is derived from a limited number of aerospace and defense programs.**
Production
levels for specific aerospace or defense programs may vary due to changes in government funding, customer demand, program priorities
or technical issues. If production levels for programs on which we depend are reduced or if those programs are delayed, terminated or
experience lower demand, our revenues and results of operations could be adversely affected.
**Our
backlog may not be indicative of future revenue and may not result in realized revenue.**
Our
backlog represents the estimated value of expected future sales under existing contracts and purchase orders. However, backlog is not
necessarily indicative of future revenue to be realized or the timing of such revenue. Production quantities and delivery schedules under
existing programs may change, and customers may modify, delay or cancel orders. In addition, many of our contracts are subject to engineering
changes, scope modifications, contract adjustments or requests for equitable adjustment, which may affect program scope, pricing or delivery
schedules. As a result, the amounts included in backlog may change over time and may not be realized as revenue in the periods we expect
or at all. In addition, a portion of our backlog relates to long-term production programs that may extend over several years. These programs
are subject to changes in production rates, program requirements and other factors that may affect the timing and amount of revenue recognized.
Backlog amounts may also reflect assumptions regarding production quantities, pricing, contract scope and other factors that may change
over time. Changes in program requirements, production schedules, contract terms or customer demand could affect our ability to convert
backlog into revenue and could adversely affect our results of operations and financial condition.
**We
may experience liquidity constraints if we are unable to finance working capital requirements associated with our contracts.**
Our
business requires significant working capital to support the production of complex aerospace and defense aerostructures and aerosystems.
Under many of our contracts, we must incur costs for materials, labor and production activities before receiving corresponding customer
payments. As a result, we may be required to finance inventory purchases, long-lead materials, engineering work and other production
costs for extended periods before reimbursement through contract billings or milestone payments.
Our
working capital requirements can vary significantly depending on, among other things, the timing of new program awards, the completion
of mature programs, the ramp-up of new production programs, production schedules, changes in production rates on existing programs, inventory
requirements and the payment terms with our customers and suppliers. In certain circumstances, customer payment terms may require us
to fund production activities before receiving payment, while our suppliers may require shorter payment terms, deposits, price increases
or other changes in commercial terms, which may significantly increase the amount of working capital required to support our operations.
In
addition, many of our contracts are subject to engineering changes, scope modifications, customer-directed design changes or other contract
adjustments. In some cases, we may be required to perform additional work or incur additional costs before the related pricing adjustments
are finalized with the customer, including through requests for equitable adjustment or other contract modifications. The negotiation,
approval and recovery of amounts associated with these adjustments may take significant time and may not align with the timing at which
we incur the related costs which may require us to finance those costs for extended periods.
11
Our
liquidity position may also be affected by the need to maintain inventory for production programs, including long-lead materials detail
parts, and by changes in supplier pricing or payment terms. In addition, changes in production schedules, program delays or reductions
in production rates by our customers may affect the timing of revenue recognition and cash receipts while we continue to incur production
costs.
As
a result of these factors, our cash flows from operations may fluctuate and may not always be sufficient to fund our working capital
requirements. At times, our liquidity may become constrained, particularly if program changes, payment delays, supply chain disruptions,
production rate changes or other operational factors increase our working capital needs, or if financing is not available to fund those
requirements.
We
currently rely in part on borrowings under our credit facility to support our working capital requirements, and our ability to access
that financing may be critical to funding production activities prior to receiving customer payments. If our cash flows from operations
and available borrowings are insufficient to meet our working capital needs, we may need to obtain additional financing or take other
actions to manage liquidity. There can be no assurance that such financing would be available on acceptable terms, or at all. Any inability
to adequately finance our working capital requirements could adversely affect our ability to execute our production programs, convert
backlog into revenue, meet production schedules and satisfy our ongoing operating and contractual obligations. See Risks Related
to Our Indebtedness below.
**Our
contracts with the U.S. Government and prime contractors are subject to audit and oversight, which could adversely affect our business.**
Contracts
involving the U.S. Government are subject to audit and oversight by governmental authorities, including the Defense Contract Audit Agency.
These audits may review contract pricing, cost allowability and compliance with applicable procurement regulations. If costs are determined
to be unallowable or improperly allocated, we may be required to repay amounts previously reimbursed or adjust future billings. Unfavorable
audit findings or alleged noncompliance with procurement laws or regulations could also lead to contract disputes, penalties, suspension
or debarment from government contracting, which could adversely affect our business, financial condition and results of operations.
**We
face risks relating to government contracts.**
The
funding of U.S. Government programs is subject to congressional budget authorization and appropriation processes. For many programs,
the U.S. Congress appropriates funds on a fiscal year basis even though a program may extend over several fiscal years. Consequently,
programs are often only partially funded initially and additional funds are committed only as Congress makes further appropriations.
Appropriations are driven by numerous factors, including geopolitical events, macroeconomic conditions, the ability of the U.S. Government
to enact relevant legislation, such as appropriations bills and continuing resolutions, the threat or existence of a government shutdown
and potential downgrades of the United States credit rating, and changes in government priorities resulting from elections or
changes in administration. We cannot predict the extent to which total funding and/or funding for individual programs will be included,
increased or reduced in budgets approved by Congress or be included in the scope of separate supplemental appropriations. In the event
that appropriations for any of our programs become unavailable, or are reduced or delayed, our contract or subcontract under such program
may be terminated, including for convenience, or otherwise adjusted by the U.S. Government, which could have a material adverse effect
on our future sales under such program and on our financial position, results of operations, and cash flows.
We
also cannot predict the impact of potential changes in priorities due to military transformation and planning and/or the nature of war-related
activity on existing, follow-on, or replacement programs. A shift of government priorities to programs in which we do not participate
and/or reductions in funding for or the termination of programs in which we do participate, unless offset by other programs and opportunities,
could have a material adverse effect on our financial position, results of operations, and cash flows.
In
addition, the U.S. Government generally has the ability to terminate contracts, completely or in part, without prior notice, for convenience
or for default based on performance. In the event of termination for the U.S. Governments convenience, contractors are generally
protected by provisions covering reimbursement for costs incurred on the contracts and profit on those costs but not the anticipated
profit that would have been earned had the contract been completed. Termination by the U.S. Government of a contract for convenience
could also result in the cancellation of future work on that program. Termination by the U.S. Government of a contract due to our default
could require us to pay for re-procurement costs in excess of the original contract price, net of the value of work accepted from the
original contract. Termination of a contract due to our default may expose us to liability and could have a material adverse effect on
our ability to compete for contracts. Additionally, we are a subcontractor on some U.S. Government contracts. In these arrangements,
the U.S. Government could terminate the prime contract for convenience or otherwise, without regard to our performance as a subcontractor.
We can give no assurance that we would be awarded new U.S. Government contracts to offset the revenues lost as a result of the termination
of any of our U.S. Government contracts.
**We
face risks associated with competing for and performing under competitively awarded contracts.**
Many
of our contracts are awarded through a competitive bidding process. In pursuing these opportunities, we must prepare bids and proposals
based on estimates of costs, technical requirements and delivery schedules before the work is performed. As a result, we may encounter
unforeseen technological difficulties, cost increases or performance challenges that could adversely affect contract profitability. In
addition, we devote substantial time and resources to preparing bids and proposals for contracts that may ultimately not be awarded to
us. Even when we are successful in obtaining a contract, the contract may not achieve the profitability we anticipated when the bid was
submitted.
12
**Further
consolidation in the aerospace industry could adversely affect our business and financial results.**
The
A&D industry has experienced significant consolidation, including among our customers, competitors, and suppliers. While we believe
we have positioned our Company to take advantage of opportunities to market to a broad customer base, which we believe will reduce the
potential impact of industry consolidation, there can be no assurance that industry consolidation will not impact our business. Consolidation
among our customers may result in delays in the awarding of new contracts and losses of existing business. Consolidation among our competitors
may result in larger competitors with greater resources and market share, which could adversely affect our ability to compete successfully.
Consolidation among our suppliers may result in fewer sources of supply and increased costs to us.
**Due
to fixed contract pricing, increasing contract costs exposes us to reduced profitability and the potential loss of future business.**
****
Operating
margin is adversely affected when contract costs that cannot be billed to customers are incurred. This cost growth can occur if estimates
to complete a contract increase due to technical challenges or if initial estimates used for calculating the contract price were incorrect.
The cost estimation process requires significant judgment and expertise. Reasons for cost growth may include unavailability and productivity
of labor, the nature and complexity of the work to be performed, the effect of change orders, the availability and cost of materials,
tariffs, inflationary pressures, the effect of any delays in performance, availability and timing of funding from the customer, natural
disasters, pandemics, and the inability to recover any claims included in the estimates to complete. A significant increase in cost estimates
on one or more programs could have a material adverse effect on our financial position or results of operations.
**We
use estimates when accounting for contracts. Changes in estimates may affect our profitability and our overall financial position.**
We
primarily recognize revenue from our contracts over the contractual period pursuant to ASC 606. Pursuant to ASC 606, revenue and gross
profit are recognized as work is performed based on the relationship between actual costs incurred and total estimated costs at the completion
of the contract. Recognized revenues that will not be billed under the terms of the contract until a later date are recorded on our consolidated
balance sheet as an asset captioned Contract assets. Contracts where billings to date have exceeded recognized revenues
are recorded on our consolidated balance sheet as a liability captioned Contract liabilities. Changes to the original estimates
may be required during the term of the contract. Estimates are reviewed quarterly and the effect of any change in the estimated gross
margin percentage for a contract is reflected in the consolidated financial statements for the period the change becomes known. ASC 606
requires the use of considerable estimates in determining revenues and profits and in assigning the amounts to accounting periods. As
a result, there can be a significant disparity between earnings as reported and the cash actually received during any reporting period.
We
continually evaluate all the issues related to the assumptions, risks and uncertainties inherent with the application of ASC 606; however,
there is no assurance that our estimates will be accurate. If our estimates are not accurate or a contract is terminated, we will be
forced to adjust revenue in later periods. These estimates and adjustments may also affect revenue recognition, contract assets and liabilities
and cash receipts under our contracts, which could adversely affect our financial condition and results of operations.
**We
incur risks associated with new programs.**
New
programs with new technologies typically carry risks associated with design changes, development of new production tools, increased capital
and funding commitments, ability to meet customer specifications, delivery schedules and unique contractual requirements, supplier performance,
ability of the customer to meet its contractual obligations, and our ability to accurately estimate costs associated with such programs.
In addition, any new program may not generate sufficient demand or may experience technological problems or significant delays in the
regulatory or other certification or manufacturing and delivery schedule. If we were unable to perform our obligations under new programs
to the customers satisfaction, if we were unable to manufacture products at our estimated costs, or if a new program in which
we had made a significant investment was terminated or experienced weak demand, delays, or technological problems, then our business,
financial condition and results of operations could be materially adversely affected. These risks include the potential for default,
quality problems or inability to meet specifications, our inability to negotiate final pricing for program changes, the potential for
low-margin or forward-loss contracts and the risk of writing off contract assets if they are deemed unrecoverable. In addition, beginning
new work on existing programs also carries risk associated with the transfer of technology, knowledge, and tooling.
To
perform on new programs, we may be required to expend upfront costs which may not have been negotiated in our selling price. Additionally,
we may have made margin assumptions related to those costs, that in the case of significant program delays and/or program cancellations,
or if we are not successful in negotiating favorable margin on scope changes, could cause us to experience margin degradation which may
be material, for costs that are not recoverable. Such charges and the loss of up-front costs could have a material adverse effect on
our financial condition and results of operations.
13
****
**We
depend on suppliers for materials, and services, and disruptions in our supply chain could adversely affect our ability to fulfill our
contracts.**
Our
manufacturing operations rely on a network of suppliers that provide raw materials, detail parts, assemblies and specialized services
used in our production processes. In some cases, these materials and services are obtained from a limited number of suppliers or require
qualification by our customers. Disruptions in our supply chain, including supplier financial difficulties, production interruptions,
labor shortages, transportation disruptions, or delays in the delivery of materials or services, could affect our ability to meet production
schedules or fulfill contractual obligations. In addition, increases in the cost of materials may not always be recoverable under our
contracts, particularly under firm fixed-price arrangements. Any such disruptions or cost increases could adversely affect our results
of operations, financial condition and customer relationships.
**If
our subcontractors or suppliers fail to perform their contractual obligations, our contract performance, and our ability to obtain future
business and our profitability could be materially and adversely impacted.**
Most
of our contracts involve subcontracts with other companies upon which we rely to perform a portion of the services that we must provide
to our customers. There is a risk that we may have disputes with our subcontractors, including disputes regarding the quality and timeliness
of work performed by the subcontractor, customer concerns about the subcontract, our failure to extend existing task orders or issue
new task orders under a subcontract, our hiring of personnel of a subcontractor, or disputes concerning payment. A failure by one or
more of our subcontractors to satisfactorily provide on a timely basis the agreed-upon supplies or perform the agreed-upon services may
materially and adversely affect our ability to fulfill our obligations as the prime contractor. Subcontractor performance deficiencies
could result in a customer suspending or limiting our ability to progress bill or terminate our contract for default. A prohibition on
progress billing may have an adverse effect upon our cash flow and profitability and a default termination could expose us to liability
and have a material adverse effect on our ability to compete for future contracts and orders.
**We
are subject to intense competition for the skilled technicians necessary to manufacture our products.**
We
are subject to intense competition for the services of skilled technicians necessary to manufacture our products. The demand for these
individuals may increase as other manufacturers seek to bring to the U.S. manufacturing processes currently outsourced overseas. Continued
inflationary pressures may increase our labor costs which could have a material adverse effect on our business, financial condition,
and results of operations.
**We
may be unable to attract and retain personnel who are key to our operations.**
Our
success, among other things, is dependent on our ability to attract and retain highly qualified senior officers and employees at all
levels. Competition for key personnel is intense. Our ability to attract and retain senior officers and experienced, top rate employees
is dependent on several factors, including prevailing market conditions and compensation and benefit packages offered by companies competing
for the same talent and our reputation in the industry. If our reputation is adversely affected, we may be unable to recruit, hire, and
retain talented personnel. The inability to hire and retain these people may adversely affect our production operations and other aspects
of our business.
**Cybersecurity
incidents, system failures and technological changes, including developments in machine learning and generative artificial intelligence,
could adversely affect our business and operations.**
Our
operations depend on the reliability and security of our information technology systems and those of our suppliers, customers and third-party
service providers. Cybersecurity threats and system failures could disrupt our operations, impair our ability to manufacture and deliver
products, or compromise sensitive information related to our business, customers or suppliers. Cybersecurity threats continue to evolve
and include, among other things, malicious software, phishing attacks, ransomware and other unauthorized attempts to access or disrupt
information systems. These threats may originate from a variety of sources, including cybercriminals, nation-state actors, insiders or
other third parties. Because the techniques used by attackers change frequently and may not be recognized until they are deployed, we
may be unable to anticipate or prevent all such attacks.
In
addition, our operations could be disrupted by failures of network, software or hardware systems, including failures affecting our systems
or those of third-party service providers, as well as by natural disasters, power outages or other operational disruptions. Any cybersecurity
incident or system failure could result in the loss or compromise of sensitive information, interruptions in our operations, delays in
product delivery, remediation costs, regulatory scrutiny, litigation or reputational damage.
We
also face risks associated with technological change, including the increasing use of machine learning and generative artificial intelligence
technologies in business operations. The adoption of new technologies may introduce operational, cybersecurity, intellectual property,
regulatory or reputational risks.
Although
we implement cybersecurity and information technology safeguards designed to protect our systems and data, these measures may not be
sufficient to prevent or mitigate all cybersecurity incidents or system disruptions. Any such events could materially adversely affect
our business, financial condition and results of operations.
14
****
**Product
liability claims in excess of insurance could adversely affect our financial results and financial condition***.*
We
face potential liability for property damage, personal injury, or death as a result of the failure of products designed or manufactured
by us. Although we currently maintain product liability insurance (including aircraft product liability insurance), any material product
liability not covered by insurance could have a material adverse effect on our financial condition, results of operations, and cash flows.
**We
are subject to strict governmental regulations relating to the environment, which could result in fines and remediation expenses in the
event of non-compliance.**
We
are required to comply with extensive and frequently changing environmental regulations at the federal, state, and local levels. Among
other things, these regulatory bodies impose restrictions to control air, soil, and water pollution, to protect against occupational
exposure to chemicals and to require notification or reporting of the storage, use, and release of certain hazardous substances into
the environment. This extensive regulatory framework imposes significant compliance burdens and risks on us. In addition, these regulations
may impose liability for the cost of removal or remediation of certain hazardous substances released on or in our facilities without
regard to whether we knew of, or caused, the release of such substances. Furthermore, we are required to provide a place of employment
that is free from recognized and preventable hazards that are likely to cause serious physical harm to employees, provide notice to employees
regarding the presence of hazardous chemicals and to train employees in the use of such substances. Our operations require the use of
a limited amount of chemicals and other materials for painting and cleaning that are classified under applicable laws as hazardous chemicals
and substances. If we are found not to comply with any of these rules, regulations, or permits, we may be subject to fines, remediation
expenses, and the obligation to change our business practice, any of which could result in substantial costs that would adversely affect
our business operations and financial condition.
**We
must maintain certain approvals, qualifications and certifications to manufacture products for our customers.**
Our
customers and regulatory authorities may require us to maintain certain approvals, qualifications or certifications to manufacture and
supply assemblies used in aerospace and defense applications. These approvals may require ongoing compliance with quality, manufacturing
and documentation standards. If we fail to maintain required approvals or certifications, or if we are unable to obtain approvals for
new programs or products, we could lose existing business or be unable to compete for future opportunities.
**We
may be subject to fines and disqualification for non-compliance with Federal Aviation Administration regulations.**
We
are subject to regulation by the Federal Aviation Administration (FAA). The FAA prescribes standards and licensing requirements
for aircraft and aircraft assemblies. We are subject to inspections by the FAA and may be subjected to fines and other penalties (including
orders to cease production) for noncompliance with FAA regulations. Our failure to comply with applicable regulations could result in
the termination of or our disqualification from some of our contracts, which could have a material adverse effect on our operations and
financial condition.
**We
are presently classified as a small business and the loss of our small business status may adversely affect our ability to compete for
government contracts.**
We
are presently classified as a small business under the North American Industry Classification Systems (NAICS) industry
and product specific codes that are regulated in the U.S. by the Small Business Administration (SBA). We are not considered
a small business under all NAICS codes. While we do not presently derive a substantial portion of our business from contracts that are
set aside for small businesses, we are able to bid on small business set-aside contracts as well as contracts that are open to non-small
business entities. As the NAICS codes are periodically revised, it is possible that we may lose our status as a small business. The loss
of small business status would adversely affect our eligibility for special small business programs and limit our ability to collaborate
with other business entities which are seeking to team with small business entities as may be required under a specific contract.
**We
are subject to the cyclical nature of the commercial aerospace industry, and any future downturn in the commercial aerospace industry
or general economic conditions, including inflation could adversely impact the demand for our products.**
Our
business may be affected by certain characteristics and trends of the commercial aerospace industry or general economic conditions that
affect our customers, such as the inflationary and interest rate environment in the U.S. and the resultant impacts on the supply chain,
the labor market and the general economy, as well as fluctuations in the aerospace industrys business cycle, varying fuel and
labor costs, intense price competition and regulatory scrutiny, certain trends, including a possible decrease in aviation activity and
a decrease in outsourcing by aircraft manufacturers, or the failure of projected market growth to materialize or continue. If these characteristics
and trends adversely affect customers in the commercial aerospace industry, they may reduce the overall demand for our products.
**Increased
scrutiny from investors, regulators, customers and other stakeholders regarding environmental practices, sustainability initiatives and
climate-related matters could expose us to additional costs and adversely affect our reputation, operations and stock price.**
Certain
investors, customers and other stakeholders have increased their focus on environmental practices, sustainability initiatives, climate-related
matters, supply chain sourcing practices and other corporate responsibility considerations. Some investors may use sustainability or
similar criteria to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies
relating to these matters are inadequate. In addition, regulatory authorities in the United States and other jurisdictions have proposed
or adopted, and may in the future adopt, laws, regulations or disclosure requirements relating to environmental or climate-related matters
that could increase our compliance costs or otherwise affect our operations.
15
The
factors by which companies environmental practices, sustainability initiatives or similar matters are assessed may change. This
could result in greater expectations of us and cause us to undertake costly initiatives to satisfy such new criteria. If we are unable
to satisfy these evolving expectations, investors may view our policies relating to these matters as inadequate. We risk damage to our
reputation if our practices or goals do not meet the standards or expectations of various stakeholders. In addition, if our competitors
performance with respect to environmental practices, sustainability initiatives or similar matters is perceived to be greater than ours,
potential or current investors may elect to invest in our competitors instead. Further, if we communicate initiatives or goals related
to environmental practices, sustainability or climate-related matters, we could fail, or be perceived to have failed, to achieve such
initiatives or goals. If we fail to satisfy the expectations of investors and other stakeholders, or our initiatives are not executed
as planned, our reputation, employee retention, willingness of our customers and suppliers to do business with us, financial results
and stock price could be materially and adversely affected.
**Any lawsuit to which we are a party, regardless
of merit, may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome
could result in payments of substantial damages or fines, damage to our reputation or adverse changes to our business practices.**
Any lawsuit to which we are a party, regardless of the merit of such lawsuit,
may result in an unfavorable judgment. We also may decide to settle lawsuits on unfavorable terms. Any such negative outcome could result
in payments of substantial damages or fines, damage to our reputation or adverse changes to our business practices. Defending against
litigation is costly and time-consuming and could divert our managements attention and our resources. Furthermore, during the course
of litigation, there could be negative public announcements of the results of hearings, motions, or other interim proceedings or developments,
which could have a negative effect on the market price of our common stock.
**Risks
Related to Global Events**
****
**Geopolitical
conflicts, including the current escalation involving Iran, Israel and the United States, as well as terrorism and other global security
threats, could adversely affect our business, financial condition and results of operations**.
Geopolitical
conflicts, terrorism, military actions and other global political crises may create significant uncertainties in U.S. and international
business and financial markets, including the potential for rapid escalation of existing conflicts or the emergence of new regional conflicts.
Recent developments in the Middle East, and Eastern Europe, tensions involving China and Taiwan, instability on the Korean Peninsula
and other geopolitical developments, have contributed to increased geopolitical uncertainty and volatility in global markets.
Several
factors associated, directly or indirectly, with actual or potential military conflicts, terrorism, perceived nuclear, biological, chemical
or cyber threats and other geopolitical crises, and governmental responses thereto, may adversely affect the mix of products purchased
by defense departments in the United States or other countries. A shift in defense budgets or procurement priorities toward programs,
technologies or platforms that we do not support could reduce demand for our products and services and adversely affect our business,
financial condition and results of operations.
Geopolitical
conflicts and related governmental responses may also result in economic sanctions, export controls, trade restrictions, tariffs, disruptions
in global shipping routes or increases in the cost or availability of raw materials and subassemblies used in our manufacturing processes.
Although our supply chain predominantly consists of U.S.-based suppliers, increases in their manufacturing or sourcing costs may increase
our own costs. Because many of our contracts are firm fixed-price contracts, increases in our costs may not be recoverable and could
adversely affect our profitability.
We
cannot predict the occurrence, scope, duration or consequences of geopolitical conflicts, terrorism, cyber incidents or other global
crises, or the governmental responses thereto. Any such developments could materially adversely affect our business, financial condition
and results of operations.
**Risks
Related to Our Internal Controls and Financial Reporting**
**If
we fail to maintain effective internal control over financial reporting, our ability to accurately report our financial results could
be adversely affected.**
Effective
internal control over financial reporting is necessary for us to provide reliable financial reports and prepare financial statements
in accordance with U.S. GAAP. In prior periods, we identified material weaknesses in our internal control over financial reporting that
required remediation. Although management implemented measures designed to remediate those material weaknesses and strengthen the Companys
internal control environment, there can be no assurance that those remediation efforts will continue to be effective or that additional
control deficiencies or material weaknesses will not be identified in the future.
Maintaining
effective internal control over financial reporting requires significant resources and ongoing management attention. Our internal controls
may not prevent or detect all errors or misstatements, and deficiencies in our internal control over financial reporting could result
in inaccurate financial reporting, delays in our reporting processes, regulatory scrutiny, loss of investor confidence or a decline in
the market price of our common stock. If we are unable to maintain effective internal control over financial reporting, our business,
financial condition and results of operations could be adversely affected**.**
**Risks
Related to Our Tax Attributes**
**Our
ability to utilize our net operating loss carryforwards may be limited, which could reduce the value of these tax attributes and adversely
affect our financial condition and results of operations.**
As
of December 31, 2025, we had approximately $68.2 million of federal net operating loss carryforwards (NOLs) and approximately
$18.3 million of post-apportionment NOLs for state tax purposes. These tax attributes could reduce future taxable income and cash tax
obligations; however, their value depends on our ability to generate sufficient taxable income in future periods.
16
Approximately
$51.6 million of our federal NOLs arose prior to January 1, 2018 and will expire in varying amounts between 2034 and 2037 if not utilized.
These NOLs may generally offset 100% of future taxable income for regular federal income tax purposes. Federal NOLs arising in 2018 and
later years may generally be carried forward indefinitely but may offset no more than 80% of taxable income in any given year.
In
addition, under Section 382 of the Internal Revenue Code, our ability to utilize our NOLs could be significantly limited if we experience
an ownership change, generally defined as a cumulative change in ownership of more than 50% by certain shareholders over
a three-year period. Future issuances of our common stock, including in connection with equity financings, equity incentive plans or
other transactions, as well as shifts in ownership among existing shareholders, could contribute to such an ownership change. If an ownership
change were to occur, the amount of taxable income that could be offset by our NOLs in any year could be substantially limited.
If
we are unable to utilize our NOLs as anticipated, the benefit of these tax attributes could be reduced or eliminated, which could adversely
affect our financial condition and results of operations.
**Risks
Related to Our Indebtedness**
**We
are subject to financial covenants under the Loan and Security Agreement with Western Alliance Bank and a failure to comply with those
covenants could result in a default that could materially adversely affect our liquidity and operations.**
We
are subject to financial and other covenants under our Loan and Security Agreement with Western Alliance Bank, dated December 12, 2025
(the Loan and Security Agreement). If we fail to comply with the covenants under the Loan and Security Agreement, Western
Alliance Bank may declare a default and, among other remedies, could declare all amounts outstanding under the Loan and Security Agreement
immediately due and payable and could foreclose against our collateral. If the indebtedness under the Loan and Security Agreement were
accelerated following a default, we may not have sufficient cash or available financing to repay such indebtedness when due and may be
unable to obtain alternative financing on acceptable terms, if at all. In the past, we obtained amendments to, and received waivers and
consents relating to non-compliance with certain covenants under our prior credit facility with BankUnited, N.A. There can be no assurance
that we will not fall out of compliance with the covenants under the Loan and Security Agreement in the future. If a default were to
occur under the Loan and Security Agreement, we may be unable to secure outside financing, if needed, to fund ongoing operations and
other capital needs. Any sources of financing that may be available to us could be at higher costs and may require us to satisfy more
restrictive covenants, which could limit or restrict our operations, cash flows and earnings. We cannot ensure that additional financing
would be available to us, or that it would be available in sufficient amounts to meet our needs or on satisfactory terms.
**Our
obligations under the Loan and Security Agreement are secured by a first priority security interest in substantially all of our assets,
which could limit our financing flexibility and expose our assets to foreclosure in the event of a default.**
Our
obligations under the Loan and Security Agreement are secured by a first priority security interest in substantially all of our assets
and the assets of the other loan parties under the agreement. As a result, if we were to default under the Loan and Security Agreement,
Western Alliance Bank would have the right to foreclose upon and take possession of the collateral securing the loan. In addition, the
existence of these security interests may limit our ability to incur additional indebtedness or obtain additional financing, as lenders
may be unwilling to extend credit secured by assets that are already pledged as collateral. If our assets were foreclosed upon following
a default, it could materially adversely affect our business, financial condition and results of operations.
**The
Loan and Security Agreement contains restrictions on our operations that may limit our business flexibility.**
The
Loan and Security Agreement contains covenants that restrict our ability to take certain actions without the consent of Western Alliance
Bank. Among other things, these covenants limit our ability to sell or otherwise dispose of assets, incur additional indebtedness, create
liens on our assets, make investments, pay dividends or other distributions, engage in mergers or acquisitions, enter into certain transactions
with affiliates and make payments on subordinated debt. These restrictions could limit our ability to pursue certain business opportunities,
respond to changes in our business or industry, or obtain additional financing. In addition, if we seek to take actions that are restricted
under the Loan and Security Agreement, we may need to obtain the consent of Western Alliance Bank, which may not be granted. As a result,
the covenants contained in the Loan and Security Agreement could restrict our ability to operate our business and pursue our business
strategies.
**Our
cost of borrowing under the Loan and Security Agreement is based on a variable interest rate and increases in interest rates could negatively
impact our profitability.**
Interest
rates under the Loan and Security Agreement are based on a variable interest rate. As a result, we have exposure to interest rate risk.
Increases in interest rates increase our cost of borrowing and could adversely affect our profitability and cash flows. In addition,
increases in interest rates could make it more difficult or more costly for us to refinance our existing indebtedness or obtain additional
financing in the future.
17
|
Item 1B. |
UNRESOLVED STAFF COMMENTS | |
Not
applicable.
|
Item 1C. |
CYBERSECURITY | |
Cybersecurity
risk management is an important part of our overall risk management efforts. We maintain a cybersecurity program that is comprised of
policies, procedures, controls and plans whose objective is to help us prevent and effectively respond to cybersecurity threats or incidents.
Through our cybersecurity risk management process, we continuously monitor cybersecurity vulnerabilities and potential attack vectors
to company systems. We maintain various measures to safeguard against cybersecurity threats such as monitoring systems, security controls,
policy enforcement, data encryption, employee training, tools and services from third-party providers and management oversight to assess,
identify and mitigate risks from cybersecurity threats. We conduct regular testing of these controls and systems including vulnerability
scanning, penetration testing and simulating the execution of parts of our disaster recovery plan. All employees are required to pass
a mandatory cybersecurity training course on a regular basis and we regularly conduct phishing simulations to train our employees on
how to recognize phishing attempts.
We
have implemented cybersecurity frameworks, policies and practices which incorporate industry-standards and contractual requirements.
We gather information and review the SOC-2 reports of certain third parties who integrate with our systems, such as our payroll processor,
managed solutions provider and software as a service provider on an annual basis to identify and manage risk. We continuously evaluate
and seek to improve and mature our cybersecurity processes. We apply lessons learned from our defense and monitoring efforts to help
prevent future attacks and utilize data analytics to detect anomalies and search for cyber threats. Additionally, our Internal Audit
function regularly assesses our program effectiveness through audits of systems and processes to help maintain compliance with policies.
Cybersecurity
threats of all types, such as attacks from computer hackers, cyber criminals, nation-state actors, social engineering and other malicious
internet-based activities, continue to increase. We believe that our current preventative actions and response planning provide adequate
measures of protection against cybersecurity risks. While we have implemented measures to safeguard our information technology systems,
the evolving nature of cybersecurity attacks and vulnerabilities means that these protections may not always be effective. In 2025, we
did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy,
results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats,
or provide assurances that we have not experienced undetected cybersecurity incidents. For additional information about these risks,
see Part I, Item 1A, Risk Factors in this Annual Report on Form 10-K.
Our
board of directors has oversight of our strategic and business risk management and oversees managements execution of our cybersecurity
risk management program. The board receives regular updates from management on our cybersecurity risks. In addition, management updates
the board as necessary, regarding any material cybersecurity incidents, as well as incidents with lesser impact potential. Management
is responsible for identifying, assessing, and managing cybersecurity risks on an ongoing basis, establishing processes to ensure that
such potential cybersecurity risk exposures are monitored, putting in place appropriate mitigation measures, maintaining cybersecurity
policies and procedures, and providing regular reports to our board of directors. In the event of an incident, we intend to follow our
incident response plan, which outlines the steps to be followed from incident detection to mitigation, recovery and notification, including
notifying functional areas, as well as senior leadership and the board, as appropriate.
Our
Director of Information Technology leads our cybersecurity program and is responsible for our overall information security strategy,
policy, security engineering, operations and cyber threat detection and response. The Director of Information Technology manages a team
of information technology professionals with broad experience, including in cybersecurity threat assessments and detection, mitigation
technologies, incident response, insider threats and regulatory compliance. Our Director of Information Technology brings extensive experience
in cybersecurity, including conducting DIBCAC (Defense Industrial Base Cybersecurity Assessment Center) audits and overseeing NIST (National
Institute of Standards and Technology) internal audits. This expertise ensures our organization aligns with strict industry standards
and maintains robust compliance measures.
Our
cybersecurity program is aligned with NIST SP 800-171 and the requirements of the Cybersecurity Maturity Model Certification (CMMC) applicable
to our Department of Defense (DOD) contracts and when flowed down through prime contractors. We are currently in the process of achieving
CMMC Level 2.0 certification. Our program includes policies, procedures and controls design to safeguard controlled unclassified information
and to detect, respond to, and recover from cybersecurity incidents. We continue to invest in cybersecurity capabilities and third-party
assessments to support ongoing compliance. We also contractually flow CMMC requirements to our subcontractors as required by the Defense
Federal Acquisition Regulation Supplement. Failure to achieve or maintain these requirements could adversely affect our ability to perform
on or compete for certain government contracts.
18
|
Item 2. |
PROPERTIES | |
CPI
Aeros executive offices and production facility are located in an approximately 171,000 square foot building at 91 Heartland Boulevard,
Edgewood, New York 11717. We use approximately 131,000 square feet of this building for manufacturing and approximately 40,000 square
feet for offices and laboratories supporting engineering and design work. CPI Aero occupies this facility under a lease that expires
on April 30, 2031.
|
Item 3. |
LEGAL PROCEEDINGS | |
From
time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. As of the date of this Annual
Report on Form 10-K, the Company is not a party to any material legal proceedings.
|
Item 4. |
MINE SAFETY DISCLOSURES | |
Not
applicable.
19
**PART
II**
|
Item 5. |
MARKET FOR REGISTRANTS
COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | |
Our
shares of common stock are listed on the NYSE American exchange under the symbol CVU. On March
26, 2026, there were 150holders of record of our shares of common stock. We
believe there are substantially more beneficial holders of our common stock.
**Dividend
Policy**
To
date, we have not paid any dividends on our common stock. Any payment of dividends in the future will be at the discretion of our board
of directors (subject to the limitations on dividends contained in the Loan and Security Agreement, as described more fully in Part II,
Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations) and will depend on
our earnings, if any, our capital requirements and financial condition, and other relevant factors. Our board of directors does not intend
to declare any cash or other dividends in the foreseeable future, but instead intends to retain earnings, if any, for use in our business
operations.
**Sales
of Unregistered Securities and Repurchase of Equity Securities**
There
were no sales of unregistered equity securities and no repurchases of our outstanding common stock during the year ended December 31,
2025.
****
**Securities
Authorized for Issuance under Equity Compensation Plans**
The
following table sets forth certain information at December 31, 2025 with respect to our equity compensation plans that provide for the
issuance of options, warrants or rights to purchase our securities:
|
Plan Category | |
Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights | | |
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | |
Number of
Securities Remaining
Available for Future Issuance
under Equity
Compensation Plans (excluding securities
reflectedinthe first column) | | |
|
Equity Compensation Plans Approved by Security Holders | |
| | | |
$ | | | |
| 845,984 | | |
|
Equity Compensation Plans Not Approved by Security Holders | |
| | | |
| | | |
| | | |
|
Total | |
| | | |
$ | | | |
| 845,984 | | |
Long-term
equity incentives are an important component of compensation and are designed to align the interests of our executive officers and directors
who receive long-term equity awards with the Companys long-term performance and to increase shareholder value. The Company has
awarded long-term incentive compensation pursuant to three plans:
**
*2025
Long-Term Incentive Plan*. The 2025 Long-Term Incentive Plan authorizes the grant of 800,000 shares of our company common stock which
may be granted in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares,
and other stock-based awards. As of December 31, 2025, we have granted 177,976 shares under this plan and 622,024 shares remained available
for grant under this plan.
*2016
Long-Term Incentive Plan.*The 2016 Long-Term Incentive Plan, as amended, authorizes the grant of 2,200,000 shares of our common
stock, which may be granted in the form of stock options, stock appreciation rights, restricted stock, deferred stock, stock reload options,
and other stock-based awards, to employees, officers, directors, and consultants of the Company. As of December 31, 2025, we have granted
1,978,404 shares under this plan and 221,596 shares remained available for grant under this plan.
*Performance
Equity Plan 2009*.The Performance Equity Plan 2009 authorizes the grant of 500,000 stock options, stock appreciation rights,
restricted stock, deferred stock, stock reload options, and other stock-based awards. As of December 31, 2025, we have granted 497,636
shares under this plan and 2,364 shares remained available for grant.
20
|
|
Item 6. |
[RESERVED] | |
Not
applicable.
|
|
Item 7. |
MANAGEMENTS DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |
The
following discussion and analysis of our financial condition and results of operations should be read together with our consolidated
financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this
discussion and analysis includes forward-looking statements involving risks and uncertainties and should be read together with the Risk
Factors section of this Annual Report on Form 10-K. Such risks and uncertainties could cause actual results to differ materially
from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
****
**Recent
Developments**
On
December 12, 2025, the Company entered into the Loan and Security Agreement with Western Alliance Bank (the Bank). The
Loan and Security Agreement provides for a revolving line of credit in the maximum principal amount of $10.0 million (the Revolving
Line) and a term loan in the original principal amount of $10.0 million (the Term Loan and, together with the Revolving
Line, the Credit Facilities).
In
connection with entering into the Loan and Security Agreement, the Company used a portion of the proceeds of the Credit Facilities, including
the full amount of the Term Loan and borrowings under the Revolving Line in the amount of $6,220,722 to repay in full all outstanding
obligations under that certain Amended and Restated Credit Agreement, dated as of March 24, 2016, (as amended), among the Company, the
several lenders from time to time parties thereto and BankUnited, N.A., as sole arranger, administrative agent and collateral agent (the
BankUnited Credit Agreement). Upon such repayment, the BankUnited Credit Agreement and the related loan documents were
terminated in accordance with their terms, and all liens and security interests securing the obligations thereunder were released. The
Company did not incur any early termination or prepayment penalties in connection with the termination of the BankUnited Credit Agreement.
**Business
Operations**
We
are engaged in the contract production of structural aircraft assemblies for fixed wing aircraft and helicopters in both the commercial
and defense markets. We also participate in the aerosystems sector through our production of reconnaissance pod structures and fuel panel
systems. Within the global aerostructures and aerosystems supply chain, we are either a Tier 1 supplier to aircraft OEMs or a Tier 2
subcontractor to major Tier 1 manufacturers. We also are a prime contractor to the U.S. DOD, primarily the USAF. In conjunction with
our assembly operations, we provide engineering, program management, supply chain management and kitting, and MRO services.
**Critical
Accounting Estimates**
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the
reported amounts of certain assets and liabilities, revenues and expenses, and disclosure of contingencies during the reporting period.
Significant estimates and assumptions include revenue recognition, and the valuation of deferred income taxes. Actual results could differ
from those estimates.
We
believe that the following discussion addresses our critical accounting policies which require managements most difficult, subjective
and complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. For
more discussion of these and other significant accounting policies, refer toPart
II, Item 8, Note 1 Principal Business Activity and Summary of Significant Accounting Policies
in our notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
*Revenue
Recognition*
In
accordance with ASC 606, the Company recognizes revenue when it transfers control of a promised good or service to a customer in an amount
that reflects the consideration it expects to be entitled to in exchange for the good or service. The majority of the Companys
performance obligations are satisfied over time as the Company (i) sells products with no alternative use to the Company and (ii) has
an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. The application of this method
requires management to make estimates of total contract costs and progress toward completion.
21
Under
the over-time revenue recognition model, revenue and gross profit are recognized over the contract period as work is performed based
on the relationship of actual costs incurred to total estimated costs at completion (the cost-to-cost method). These estimates are reviewed
periodically as work progresses and adjustments to estimated costs may affect the timing and amount of revenue and gross profit recognized.
See Part II, Item 8, Note 1, Principal Business Activity and Summary of Significant Accounting Policies, in the notes to
the consolidated financial statements included in this Form 10-K for additional information regarding the Companys revenue recognition
policy.
*Deferred
Income Taxes Valuation Allowance*
On
a quarterly basis, we assess the realizability of our deferred tax assets against future sources of taxable income and record a valuation
allowance if, based on the available evidence, it is more likely than not (defined as a likelihood of more than 50%) that all or a portion
of the deferred tax assets will not be realized.
In
assessing the need for a valuation allowance, the Company evaluates both positive and negative evidence regarding the realizability of
deferred tax assets, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback
and tax-planning strategies. Greater weight is generally given to objectively verifiable evidence, such as cumulative losses in recent
years, which may represent significant negative evidence regarding realizability.
**Results
of Operations**
The
following discussion provides an analysis of our results of operations and should be read in conjunction with the accompanying consolidated
financial statements and notes thereto.
**Revenue**
Revenue for the year ended December 31, 2025 was
$69,262,124 compared to $81,078,864 for the year ended December 31, 2024, representing a decrease of $11,816,740, or 14.6%.The
decrease was driven primarily by an unfavorable contract adjustment associated with the termination of the Boeing A-10 Main Landing Gear
Pods program, and lower revenue recognized on the T-38 Pacer Classic program, partially offset
by the commencement of the L3Harris NGJ Low-Band Pods program.
Revenue
generated from prime government contracts for the year ended December 31, 2025 was $7,415,434 compared to $11,677,152 for the year ended
December 31, 2024, a decrease of $4,261,718, or 36.5%. This decrease primarily reflects lower revenue recognized on the T-38 Pacer Classic
program.
Revenue
generated from government subcontracts for the year ended December 31, 2025 was $55,547,679 compared to $64,704,370 for the year ended
December 31, 2024, a decrease of $9,156,691, or 14.2%. The decrease was primarily related to an
unfavorable contract adjustment associated with the termination of the Boeing A-10 Main Landing Gear Pods program.
Revenue
generated from commercial contracts for the year ended December 31, 2025 was $6,299,011 compared to $4,697,342 for the year ended December
31, 2024, an increase of $1,601,669 or 34.1%. The increase in revenue was primarily driven by the commencement of production on our Embraer
Phenom-100 Engine Inlet Assemblies and Collins Compac Enclosures programs.
****
**Cost
of sales**
Cost
of sales for the year ended December 31, 2025 was $58,706,055 compared to $63,840,803 for the year ended December 31, 2024, representing
a decrease of $5,134,748 or 8.0%.
The
components of cost of sales were as follows:
|
|
|
Years
ended |
| |
|
|
|
December
31,
2025 |
|
|
December
31,
2024 |
| |
|
Procurement |
|
$ |
36,588,501 |
|
|
$ |
40,383,090 |
| |
|
Labor |
|
|
5,924,180 |
|
|
|
7,303,563 |
| |
|
Factory overhead |
|
|
16,193,374 |
|
|
|
16,154,150 |
| |
|
Cost of sales |
|
$ |
58,706,055 |
|
|
$ |
63,840,803 |
| |
Procurement
for the year ended December 31, 2025 was $36,588,501 compared to $40,383,090 for the year ended December 31, 2024, a decrease of $3,794,589
or 9.4%. This decrease was driven primarily by the termination of the Boeing A-10 Main Landing Gear Pods program.
22
Labor
costs for the year ended December 31, 2025 were $5,924,180 compared to $7,303,563 for the year ended December 31, 2024, a decrease
of $1,379,383 or 18.9%. The decrease was primarily driven by the termination of the Boeing A-10 Main Landing Gear Pods program
and timing of work performed on the F-16 Rudder Island program.
Factory
overhead costs for the year ended December 31, 2025 were $16,193,374 compared to $16,154,150 for the year ended December 31, 2024, an
increase of $39,224 or 0.2%.
**Gross
profit**
Gross
profit for the year ended December 31, 2025 was $10,556,069 compared to $17,238,061 for the year ended December 31, 2024, a decrease
of $6,681,992 or 38.8%. Gross profit percentage (gross margin) for the year ended December 31, 2025 was 15.2% compared
to 21.3% for the year ended December 31, 2024.
****
**Favorable/(Unfavorable)
Adjustments to Gross Profit**
During
the years ended December 31, 2025 and 2024, we made changes in estimates to various contracts. Such changes in estimates resulted in
net unfavorable adjustments to gross profit totaling $10,171,038 and $3,750,020 for the years ended December 31, 2025 and December 31,
2024. The decrease was primarily related to an unfavorable contract adjustment associated with the termination of the Boeing A-10 Main
Landing Gear Pods program.
****
**Selling,
general and administrative expenses**
Selling,
general and administrative expenses (SG&A) for the year ended December 31, 2025 were $10,732,451 compared to $10,506,439
for the year ended December 31, 2024, an increase of $226,012 or 2.2%. The increase was primarily due to higher legal fees partially
offset by a decrease in office expenses.
**Interest
expense**
Interest
expense for the year ended December 31, 2025 was $1,567,840, compared to $2,288,834 for the year ended December 31, 2024, a decrease
of $720,994 or 31.5%. The decrease was the result of lower average outstanding debt balances, lower interest rates during 2025, and the
refinancing of our prior credit facility at a lower interest rate.
**(Loss)
income before provision for income taxes**
(Loss)
income before provision for income taxes for the year ended December 31, 2025 was $(1,744,222) compared to $4,442,788 for the year ended
December 31, 2024, a decrease of $6,187,010 or 139.3%. The decrease was driven by the decrease in gross profit discussed above and the
increase in SG&A, partially offset by the decrease in interest expense described above.
**Provision
(benefit) for income taxes**
The
income tax (benefit) for the year ended December 31, 2025 was $(900,861), which was an effective tax (benefit) rate of (51.6%), as compared
to income tax expense of $1,143,454 for the year ended December 31, 2024, which was an effective tax rate of 25.7%. The income tax benefit
recorded in 2025 was primarily due to the application of federal and state statutory tax rates and an increase in the income tax benefit
attributable to the research and development credit. The income tax expense recorded in 2024 was primarily due to the application of
federal and state statutory tax rates, partially offset by a decrease in income tax expense attributable to the research and development
credit.
**Net
(loss) income**
Net
(loss) income for the year ended December 31, 2025 was $(843,361) compared to $3,299,334 for the year ended December 31, 2024, a decrease
of $4,142,695 or 125.6%. The decrease in net income was driven primarily by the reduction in gross margin related to an unfavorable contract
adjustment associated with the termination of the Boeing A-10 Main Landing Gear Pods program, partially offset by lower interest expense
and the income tax benefit.
****
23
****
**(Loss)
earnings per share**
Basic
(loss) earnings per share was $(0.07) for the year ended December 31, 2025 calculated using 12,788,937 weighted average shares outstanding,
compared to $0.26 for the year ended December 31, 2024, calculated using 12,593,213 weighted average shares outstanding, representing
a decrease of $0.33 per share, or 126.9%. Diluted earnings (loss) per share was $(0.07) for the year ended December 31, 2025 calculated
using 12,788,937 weighted average shares outstanding compared to $0.26 for the year ended December 31, 2024 calculated using 12,709,237
weighted average shares outstanding, representing a decrease of $0.33 per share, or 126.9%. The decrease in basic and diluted earnings
per share was driven primarily by the unfavorable adjustment associated with the termination of
the Boeing A-10 Main Landing Gear Pods program.
**Business
Outlook**
The
statements in the Business Outlook section and other forward-looking statements of this Annual Report on Form 10-K are
subject to revision during the course of the year in our quarterly earnings releases and SEC filings and at other times.
**Liquidity
and Capital Resources**
****
**General**
****
At
December 31, 2025, we had working capital of $20,388,755 compared to working capital of $17,122,111 at December 31, 2024, an increase
of $3,266,644, or 19.1%. The increase is primarily the result of a decreases in accrued expenses.
**Cash
Flow**
A
large portion of our cash is used to pay for materials and processing costs associated with contracts that are in process and which do
not provide for progress payments. Costs for which we are not able to bill on a progress basis are made up of contract assets on our
consolidated balance sheet and represent the aggregate costs and related earnings for uncompleted contracts for which the customer has
not yet been billed. These costs and earnings are recovered upon shipment of products and presentation of billings in accordance with
contract terms.
Because
ASC 606 requires us to use estimates in determining revenues, costs and profits and in assigning those amounts to accounting periods,
there can be a significant disparity between earnings as reported and the actual cash we receive during any reporting period. Accordingly,
it is possible that we experience shortfalls in our cash flow and may need to borrow money or take steps to delay certain cash outflows
until the reported earnings materialize into actual cash receipts.
Several
of our programs require us to expend up-front costs that may have to be amortized over a portion of production units.In the case
of significant program delays and/or program cancellations, we could experience margin degradation, which may be material for costs that
are not recoverable.Such charges and the loss of up-front costs could have a material impact on our liquidity and results of operations.
We
continue to work to obtain better payment terms with our customers, including accelerated progress payment arrangements, as well as exploring
alternative funding sources.
At
December 31, 2025, our cash balance was $899,199 compared to $5,490,963 at December 31, 2024, a decrease of $4,591,764 or 83.6%. The
decrease was driven by $(5,200,025) in cash used by operations including $1,979,189 increase in accounts receivable and a $1,638,161
increase in prepaid expenses and other current assets, $(65,036) used for the purchase of equipment, partially offset by proceeds
from financing activities of $673,297.
**Western
Alliance Bank Loan and Security Agreement**
This
information is set forth in Note 8 to the consolidated financial statements, which appears following Item 15 of this Annual Report on
Form 10-K and is incorporated herein by reference.
**Leases**
This
information is set forth in Note 9 to the consolidated financial statements, which appears following Item 15 of this Annual Report on
Form 10-K and is incorporated herein by reference.
****
24
****
**Liquidity**
Our
working capital requirements can vary significantly, depending in part on the timing of the conclusion of mature programs and new program
awards and the payment terms with our customers and suppliers. There is currently availability for borrowings under the Western Alliance
Bank Loan and Security Agreement, and the Company finances its operations primarily from internally generated cash flow. Note 8 to the
consolidated financial statements included in Part II Item 8 contains additional information regarding the Western Alliance Bank
Loan and Security Agreement.
Management
has (i) obtained and regularly seeks additional progress payment and advance payment customer contract funding provisions, (ii) maintained
procedures to minimize investments in inventory and contract assets, (iii) remained focused on its military customer base and (iv) maintained
its approximately $91.8 million backlog of funded orders, 97% of which are for military programs. Based on these factors, management
believe there are no conditions or events currently anticipated in the coming year that would cause the Company to be unable to meet
its obligations or otherwise continue as a going concern. However, there can be no assurance that these plans will achieve their intended
results.
**Contractual
Obligations**
The
table below summarizes information about our contractual obligations as of December 31, 2025 and the effects these obligations are expected
to have on our liquidity and cash flow in future periods.
|
|
|
Payments Due By Period |
|
|
|
Contractual
Obligations |
|
Total |
|
|
2026 |
|
|
2027
- 2029 |
|
|
2030
- 2031 |
|
|
|
Line
of credit |
|
$ |
8,373,672 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
8,373,672 |
|
|
|
Term Loan |
|
|
10,000,000 |
|
|
|
187,500 |
|
|
|
1,375,000 |
|
|
|
8,437,500 |
|
|
|
Operating Leases |
|
|
12,551,835 |
|
|
|
2,304,533 |
|
|
|
6,997,582 |
|
|
|
3,249,720 |
|
|
|
Insurance
Financing Agreement |
|
|
369,467 |
|
|
|
369,467 |
|
|
|
|
|
|
|
|
|
|
|
Total
Contractual Cash Obligations |
|
$ |
31,294,974 |
|
|
$ |
2,861,500 |
|
|
$ |
8,372,582 |
|
|
$ |
20,060.892 |
|
|
**Inflation**
Inflation
historically has not had a material effect on our operations, although the current inflationary environment in the U.S., and its impact
on interest rates, supply chains, labor markets and general economic conditions, are factors that the Company actively monitors in an
effort to mitigate potential negative impacts and risks to the Company. The majority of the Companys long-term contracts with
its customers and suppliers reflect fixed pricing. When bidding for work, the Company takes inflation risk and supply-side pricing risk
into account when preparing its proposals.
25
|
Item 7A. |
QUANTITATIVE
AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK | |
**Interest
Rate Risk**
We
are exposed to interest rate risk on variable-rate credit facilities for which $18,373,672 was outstanding at December 31, 2025. Additionally,
if we were to refinance our long-term debt in the future, it could be refinanced at higher interest rates.
|
Item 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA | |
The
consolidated financial statements and supplementary data appear following Item 15 of this Annual Report on Form 10-K and are incorporated
herein by reference.
|
Item 9. |
CHANGES IN AND DISAGREEMENTS
WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | |
See
the Companys Current Report on Form 8-K, filed with the SEC on June 17, 2024 and the Companys Current Report on Form 8-K,
filed with the SEC on April 25, 2025.
|
Item 9A. |
CONTROLS
AND PROCEDURES | |
**Evaluation
of Disclosure Controls and Procedures**
Our
management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our
disclosure controls and procedures, as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation,
our Chief Executive Officer and Chief Financial Officer have concluded that as of such date, our disclosure controls and procedures were
effective to provide reasonable assurance that information we are required to disclose in reports
that we file or submit under the Exchange Act is (1) recorded, processed, summarized, and reported within the time periods specified
in the Securities and Exchange Commission's (SEC) rules and forms and (2) accumulated and communicated to our management, including our
CEO and CFO, as appropriate to allow timely decisions regarding required disclosures.
**Managements
Annual Report on Internal Control over Financial Reporting**
Management
is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting,
as defined in Exchange Act Rules 13a-15(f) and 15d-15(f), is a process designed by, or under the supervision of, our principal executive
and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
U.S. GAAP and includes those policies and procedures that:
|
|
|
pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
|
|
|
provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that
our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and | |
|
|
|
provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material
effect on our consolidated financial statements. | |
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Management
conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in *Internal
Control- Integrated Framework*(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on this evaluation, management concluded that the Companys internal control over financial reporting was effective at the
reasonable assurance level as of December 31, 2025.
During
the second quarter, a material weakness was identified concerning the application of ASC-470 Debt, more specifically as it relates
to 470-10-45-11, that if a company is in violation of a debt covenant and it is probable that the borrower will not be able to comply
with the covenant at measurement dates within the next twelve months, this debt shall be classified as short term. Due to the financial
impact of the Boeing A-10 program, the Company was not able to meet the financial covenants for the second quarter and therefore obtained
a waiver to remediate the non-compliance. Because the waiver did not extend for twelve months from the date of the Companys financial
statements, there was a potential misclassification of short-term and long-term debt.
26
On
August 19, 2025, the Company executed a Fifteenth Amendment to the Credit Agreement (the Fifteenth Amendment). The amendment
revised certain financial covenants to reflect specified adjustments for the quarters ended March 31, 2025 and June 30, 2025. These covenant-based
adjustments were designed to offset the effect of the termination of the Companys Boeing A-10 Program on covenant compliance
A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the Companys annual or interim consolidated financial statements will
not be prevented or detected on a timely basis.
The
Company implemented new controls designed to remediate the aforementioned material weakness pertaining to the application of ASC-470
Debt during the quarter ended September 30, 2025. As of December 31, 2025 the Company believes it has fully remediated the identified
material weakness.
**Conclusion**
As
described above, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) as of December 31, 2025, management believes that the consolidated financial statements and related financial information
included in this Annual Report on Form 10-K fairly present in all material respects our financial position, results of operations, and
cash flows as of and for the dates presented, and for the periods ended on such dates, in conformity with U.S. GAAP.
The
Company is a non-accelerated filer. Accordingly, it is not required to obtain an auditor attestation report on internal control over
financial reporting for the year ended December 31, 2025.
**Changes
in Internal Control Over Financial Reporting**
There were no changes in our internal control
over financial reporting during the quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.
|
Item 9B. |
OTHER INFORMATION | |
None.
|
Item 9C. |
DISCLOSURE REGARDING FOREIGN
JURISDICTIONS THAT PREVENT INSPECTIONS | |
None.
**PART
III**
|
Item 10. |
DIRECTORS, EXECUTIVE OFFICERS
AND CORPORATE GOVERNANCE | |
The
information required by this Item 10 is incorporated herein by reference from the Companys definitive proxy statement for its
2026 Annual Meeting of Shareholders or will be included in an amendment to this Annual Report on Form 10-K, in either case, to be filed
with the Securities and Exchange Commission not later than 120 days after December 31, 2025.
**Insider
Trading Policy and Procedures**
The
Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of the Companys securities
by its directors, officers, and employees. The Company believes that its insider trading policy is reasonably designed to promote compliance
with applicable insider trading laws, rules, and regulations. The Companys insider trading policy is filed as Exhibit 19 to the
Companys Annual Report on Form 10-K for the year ended December 31, 2024 and is incorporated herein by reference.
27
|
Item 11. |
EXECUTIVE COMPENSATION | |
The
information required by this Item 11 is incorporated herein by reference from the Companys definitive proxy statement for its
2026 Annual Meeting of Shareholders or will be included in an amendment to this Annual Report on Form 10-K, in either case, to be filed
with the Securities and Exchange Commission not later than 120 days after December 31, 2025.
|
Item 12. |
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | |
The
information required by this Item 12 is incorporated herein by reference from the Companys definitive proxy statement for its
2026 Annual Meeting of Shareholders or will be included in an amendment to this Annual Report on Form 10-K, in either case, to be filed
with the Securities and Exchange Commission not later than 120 days after December 31, 2025.
|
Item 13. |
CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | |
The
information required by this Item 13 is incorporated herein by reference from the Companys definitive proxy statement for its
2026 Annual Meeting of Shareholders or will be included in an amendment to this Annual Report on Form 10-K, in either case, to be filed
with the Securities and Exchange Commission not later than 120 days after December 31, 2025.
|
Item 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES | |
The
information required by this Item 14 is incorporated herein by reference from the Companys definitive proxy statement for its
2026 Annual Meeting of Shareholders or will be included in an amendment to this Annual Report on Form 10-K, in either case, to be filed
with the Securities and Exchange Commission not later than 120 days after December 31, 2025.
**PART
IV**
|
Item 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | |
|
|
(a) |
The following documents are
filed as part of this report: | |
(1)
Financial Statements:
|
Report
of Independent Registered Public Accounting Firm |
| |
|
Consolidated
Balance Sheets as of December 31, 2025 and 2024 |
| |
|
Consolidated
Statements of Operations for the Years Ended December 31, 2025 and 2024 |
| |
|
Consolidated
Statements of Shareholders Equity for the Years Ended December 31, 2025 and 2024 |
| |
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 |
| |
|
Notes
to Financial Statements |
| |
(2)
Financial Statement Schedules:
None.
(3)
The following Exhibits are filed as part of this report:
|
Exhibit
No. |
|
Description | |
|
3.1 |
|
Certificate
of Incorporation of the Company, as amended, (incorporated by reference to Exhibit 3.1 to the Companys Annual Report on Form
10-K, filed on August 25, 2020). | |
|
3.1.1 |
|
Certificate
of Amendment of the Certificate of Incorporation of Composite of Precision Industries, Inc., dated May 9, 1989 (incorporated by reference
to Exhibit 3.1.1 to the Companys Annual Report on Form 10-K, filed on August 25, 2020). | |
|
3.1.2 |
|
Certificate
of Amendment of the Certificate of Incorporation of Consortium Products International, Inc., dated June 30, 1992 (incorporated by
reference to Exhibit 3.1.2 to the Companys Annual Report on Form 10-K, filed on August 25, 2020). | |
|
3.1.3 |
|
Certificate
of Amendment of the Certificate of Incorporation of CPI Aerostructures, Inc., dated August 7, 1992 (incorporated by reference to
Exhibit 3.1.3 to the Companys Annual Report on Form 10-K, filed on August 25, 2020). | |
|
3.1.4 |
|
Certificate
of Amendment of the Certificate of Incorporation of CPI Aerostructures, Inc., dated June 3, 1997 (incorporated by reference to Exhibit
3.1.4 to the Companys Annual Report on Form 10-K, filed on August 25, 2020). | |
|
3.1.5 |
|
Certificate
of Amendment of the Certificate of Incorporation of CPI Aerostructures, Inc., dated June 16, 1998 (incorporated by reference to Exhibit
3.1.5 to the Companys Annual Report on Form 10-K, filed on August 25, 2020). | |
28
|
3.2 |
|
Amended
and Restated By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Companys Annual Report on Form 10-K/A
filed on November 24, 2021). | |
|
3.2.1 |
|
Amended
Article V, Section 6 of Amended and Restated By-laws of the Company (incorporated by reference to Exhibit 3.1 to the Companys
Current Report on Form 8-K filed on November 22, 2021). | |
|
4.1* |
|
Securities of the Registrant. | |
|
10.1** |
|
Performance
Equity Plan 2009 (incorporated by reference to Appendix A to the Companys Proxy Statement on Schedule 14A filed on April 30,
2009). | |
|
10.2** |
|
2016
Long-Term Incentive Plan, as amended (incorporated by reference from Exhibit 99.1 to the Companys Registration Statement on
Form S-8 filed on June 28, 2023). | |
|
10.3** |
|
2025 Long-Term Incentive Plan (incorporated by reference to Appendix A to the Registrants Proxy Statement filed on April 30, 2025). | |
|
10.4.1 |
|
Agreement
of Lease, dated June 30, 2011, between Heartland Boys II L.P. and CPI Aerostructures, Inc. (incorporated by reference to Exhibit
10.1 to the Companys Quarterly Report on Form 10-Q filed on August 15, 2011). | |
|
10.4.2 |
|
Lease
Amendment, dated November 11, 2020, between Heartland Boys II L.P. and CPI Aerostructures, Inc. (incorporated by reference to Exhibit
10.3.2 to the Companys Annual Report on Form 10-K/A filed on November 24, 2021). | |
|
10.4.3 |
|
Second
Lease Amendment, dated November 10, 2021, between Heartland Boys II L.P. and CPI Aerostructures, Inc. (incorporated by reference
from Exhibit 10.1 to the Companys Current Report on Form 8-K filed on November 12, 2021). | |
|
10.4.4 |
|
Third Lease Amendment, dated April 15, 2025 between Heartland Boys II L.P. and CPI Aerostructures, Inc. (incorporated by reference from Exhibit 10.1 to the Companys Current Report on Form 8-K filed on April 15, 2025). | |
|
10.5 |
|
Loan and Security Agreement by and between CPI Aerostructures, Inc. and Western Alliance Bank, dated as of December 12, 2025 (incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 12, 2025. | |
|
10.6** |
|
Severance and Change in Control Agreement, dated December 8, 2025, between the Company and Robert Mannix, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 9, 2025. | |
|
10.7** |
|
Severance and Change in Control Agreement, dated March 9, 2022 between the Company and Dorith Hakim, incorporated by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on March 9, 2022. | |
|
19 |
|
Insider Trading Policy (incorporated by reference to Exhibit 19 to the Companys Annual Report on Form 10-K filed on March 31, 2025. | |
|
21 |
|
Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Companys Annual Report on Form 10-K filed on March 31, 2025). | |
|
23.1*
23.2* |
|
Consent of CBIZ CPAs P.C.
Consent of Marcum LLP | |
|
31.1* |
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
31.2* |
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
|
32.1*** |
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 905 of the Sarbanes-Oxley Act of 2002. | |
|
97 |
|
Clawback Policy Relating to the Recovery of excessive Incentive-Based Compensation from Executive Officers in the Event of an Accounting Restatement (incorporated by reference to Exhibit 97 to Companys Annual Report on Form 10-K filed on March 31, 2025). | |
|
|
|
| |
|
101.INS* |
|
XBRL
Instanse Document. | |
|
101.SCH* |
|
XBRL
Taxonomy Extension Scheme Document. | |
|
101.CAL* |
|
XBRL
Taxonomy Extension Calculation Linkbase Document. | |
|
101.DEF* |
|
XBRL
Taxonomy Extension Definition Linkbase Document. | |
|
101.LAB* |
|
XBRL
Taxonomy Extension Label Linkbase Document. | |
|
101.PRE* |
|
XBRL
Taxonomy Extension Presentation Linkbase Document. | |
|
104* |
|
Cover
page formatted as Inline XBRL and contained in Exhibit 101. | |
|
* |
Filed herewith. | |
|
** |
Management contract compensatory plan or arrangement. | |
|
*** |
Furnished herewith. | |
|
Item 16. |
FORM 10-K SUMMARY | |
None
29
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**INDEX
TO FINANCIAL STATEMENTS**
|
Report
of Independent Registered Public Accounting Firm (PCAOB ID: 199) |
|
F-2
| |
|
Report
of Independent Registered Public Accounting Firm (PCAOB ID: 688) |
|
F-4 | |
|
|
|
| |
|
|
|
| |
|
Consolidated Financial
Statements: |
|
| |
|
|
|
| |
|
Consolidated
Balance Sheets as of December 31, 2025 and 2024 |
|
F-5 | |
|
|
|
| |
|
Consolidated
Statements of Operations for the Years Ended December 31, 2025 and 2024 |
|
F-6 | |
|
|
|
| |
|
Consolidated
Statements of Shareholders Equity for the Years Ended December 31, 2025 and 2024 |
|
F-7 | |
|
|
|
| |
|
Consolidated
Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 |
|
F-8 | |
|
|
|
| |
|
Notes
to Consolidated Financial Statements |
|
F-9 - F-26 | |
****
F-1
****
**Report
of Independent Registered Public Accounting Firm**
****
To
the Shareholders and Board of Directors of
**CPI Aerostructures, Inc. and Subsidiaries**
****
**Opinion
on the Financial Statements**
We have audited the accompanying consolidated balance sheet of CPI Aerostructures,
Inc. and Subsidiaries (the Company) as of December 31, 2025, the related consolidated statements of operations, shareholders
equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the financial statements).
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company
as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with
accounting principles generally accepted in the United States of America.
**Basis
for Opinion**
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
**Critical
Audit Matters**
****
The critical audit matters communicated below are matters arising from
the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and
that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements,
taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
*Revenue
Recognition*
**
*Description
of the Matter*
**
As discussed in Notes 1 and 2 to the consolidated financial statements,
the Company recognizes revenue from long-term contracts with performance obligations satisfied over time by using an input method based
on costs incurred as it best depicts the Companys progress toward satisfaction of the performance obligation. Under this method,
revenue arising from such contracts is recognized as work is performed based on the ratio of costs incurred to date to the total estimated
costs at completion of the performance obligations. The estimation of these costs requires judgment by the Company given the unique product
specifications and requirements for contracts related to the design, development, and manufacture of the product. During the year ended
December 31, 2025, the Company recognized approximately $68.6 million of revenue over time.
Subjective judgment is required by management in determining the assumptions
in estimating the estimated costs to complete on contracts for which revenue is recognized over time using a cost-to-cost model. The principal
consideration in determining revenue recognition related to long term contracts with performance obligations satisfied over time was a
critical audit matter was the complexity and subjective nature of managements estimates regarding the initial costs and expected
costs to complete.
F-2
The
primary procedures we performed to address this critical audit matter included the following:
|
| Obtained an understanding of managements process in developing
the cost estimates; | |
|
| Performed substantive test of details on a sample of contracts with
customers to ascertain that contract terms and any modifications were agreed to by the customer and that over-time revenue
recognition was appropriate and in alignment with relevant accounting guidance based on the contracts terms and
conditions; | |
|
| Evaluated managements ability to reasonably estimate costs by performing
a comparison of the actualcosts to prior period estimates, including evaluating the timely identification of circumstances that
may warrant a modification to the estimated costs; | |
|
| Tested the estimated costs to complete on in process jobs that were not
completed during the year ended December 31, 2025 by comparing the estimated costs to complete at December 31, 2025 to actual costs incurred
subsequent to December 31, 2025; | |
|
| Performed inquiries with the Companys program management regarding
their basis of estimates, challenges or opportunities related to the program, actual performance to date compared to plan, and any recent
correspondence between the Company and the customer on changes in scope or terms; | |
|
| Tested the existence, accuracy, and completeness of costs incurred to date
on a sample of contracts; and | |
|
| Tested the mathematical accuracy of managements calculations of revenue
recognized on a sample basis. | |
/s/
CBIZ CPAs P.C.
**CBIZ
CPAs P.C**
We have served as the Companys auditor since 2024 (such date takes
into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective
November 1, 2024).
Melville,
New York
March 31, 2026
F-3
**Report
of Independent Registered Public Accounting Firm**
To the Shareholders and Board of Directors of
**CPI Aerostructures, Inc. and Subsidiaries**
**Opinion on the Financial Statements**
****
We have audited the accompanying consolidated balance
sheet of CPI Aerostructures, Inc. and Subsidiaries (the Company) as of December 31, 2024, the related consolidated statements
of operations, shareholders equity and cash flow for the year ended December 31, 2024, and the related notes (collectively referred
to as the financial statements). In our opinion, the financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flow for the year
ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.
**Basis for Opinion**
These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal
control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Marcum llp
Marcum llp
We have served as the Companys auditor from 2024 to 2025.
Melville, New York
March 31, 2026
F-4
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**CONSOLIDATED
BALANCE SHEETS**
|
| |
December 31, 2025 | | |
December 31, 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 - $0.01 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 | | |
**The
accompanying notes are an integral part of the consolidated financial statements.**
F-5
****
**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 | | |
|
(Loss) income from operations | |
| (176,382 | ) | |
| 6,731,622 | | |
|
| |
| | | |
| | | |
|
Interest expense | |
| (1,567,840 | ) | |
| (2,288,834 | ) | |
|
(Loss) income before benefit (provision) for income taxes | |
| (1,744,222 | ) | |
| 4,442,788 | | |
|
| |
| | | |
| | | |
|
Benefit (provision) for income taxes | |
| 900,861 | | |
| (1,143,454 | ) | |
|
Net (loss) income | |
$ | (843,361 | ) | |
$ | 3,299,334 | | |
|
| |
| | | |
| | | |
|
(Loss) income per common share-basic | |
$ | (0.07 | ) | |
$ | 0.26 | | |
|
(Loss) income per common share-diluted | |
$ | (0.07 | ) | |
$ | 0.26 | | |
|
| |
| | | |
| | | |
|
Shares used in computing (loss) income per common share: | |
| | | |
| | | |
|
Basic | |
| 12,788,937 | | |
| 12,593,213 | | |
|
Diluted | |
| 12,788,937 | | |
| 12,709,237 | | |
**The
accompanying notes are an integral part of the consolidated financial statements.**
F-6
****
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**CONSOLIDATED
STATEMENTS OF SHAREHOLDERS EQUITY**
**Years
ended December 31, 2025 and 2024**
|
| |
Common Stock Shares | | |
Common Stock Amount | | |
Additional
Paid-in Capital | | |
Accumulated Deficit | | |
Total Shareholders Equity | | |
|
Balance at January 1, 2024 | |
| 12,771,434 | | |
$ | 12,771 | | |
$ | 73,872,679 | | |
$ | (51,803,722 | ) | |
$ | 22,081,728 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net income | |
| | | |
| | | |
| | | |
| 3,299,334 | | |
| 3,299,334 | | |
|
Issuance of common stock upon settlement of
restricted stock, net | |
| 207,307 | | |
| 208 | | |
| | | |
| | | |
| 208 | | |
|
Stock-based compensation expense | |
| | | |
| | | |
| 604,474 | | |
| | | |
| 604,474 | | |
|
Shares withheld for tax withholdings | |
| | | |
| | | |
| (52,502 | ) | |
| | | |
| (52,502 | ) | |
|
Balance at December 31, 2024 | |
| 12,978,741 | | |
| 12,979 | | |
| 74,424,651 | | |
| (48,504,388 | ) | |
| 25,933,242 | | |
|
| |
| | | |
| | | |
| | | |
| | | |
| | | |
|
Net (loss) income | |
| | | |
| | | |
| | | |
| (843,361 | ) | |
| (843,361 | ) | |
|
Issuance of common stock upon settlement of
restricted stock, net | |
| 176,320 | | |
| 176 | | |
| | | |
| | | |
| 176 | | |
|
Stock-based compensation expense | |
| | | |
| | | |
| 806,434 | | |
| | | |
| 806,434 | | |
|
Shares withheld for tax withholdings | |
| | | |
| | | |
| (88,917 | ) | |
| | | |
| (88,917 | ) | |
|
Balance at December 31, 2025 | |
| 13,155,061 | | |
$ | 13,155 | | |
$ | 75,142,168 | | |
$ | (49,347,749 | ) | |
$ | 25,807,574 | | |
****
**The
accompanying notes are an integral part of the consolidated financial statements.**
F-7
****
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**CONSOLIDATED
STATEMENTS OF CASH FLOWS**
**Years
ended December 31, 2025 and 2024**
|
| |
2025 | | |
2024 | | |
|
Cash flows from operating activities: | |
| | | |
| | | |
|
Net (loss) income | |
$ | (843,361 | ) | |
$ | 3,299,334 | | |
|
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | |
| | | |
| | | |
|
Depreciation and amortization | |
| 420,387 | | |
| 430,006 | | |
|
Amortization of debt issuance costs | |
| 75,260 | | |
| 46,159 | | |
|
Stock-based compensation expense | |
| 806,610 | | |
| 604,682 | | |
|
Deferred income taxes | |
| (1,057,220 | ) | |
| 1,100,548 | | |
|
Provision for credit losses | |
| (69,360 | ) | |
| 144,565 | | |
|
Changes in operating assets and liabilities: | |
| | | |
| | | |
|
(Increase) decrease in accounts receivable | |
| (1,979,189 | ) | |
| 491,253 | | |
|
(Increase) decrease in contract assets | |
| (838,064 | ) | |
| 2,479,778 | | |
|
Decrease in inventory | |
| 117,466 | | |
| 518,359 | | |
|
(Increase) decrease in prepaid expenses and other current assets | |
| (1,638,161 | ) | |
| 83,492 | | |
|
Decrease in operating right-of-use assets | |
| 1,531,629 | | |
| 1,883,993 | | |
|
(Decrease) increase in accounts payable and accrued expenses | |
| 380,037 | | |
| (1,730,794 | ) | |
|
(Decrease) in contract liabilities | |
| (802,281 | ) | |
| (3,506,966 | ) | |
|
(Decrease) in lease liabilities | |
| (1,503,703 | ) | |
| (1,999,057 | ) | |
|
Increase (decrease) in loss reserve | |
| 115,594 | | |
| (314,519 | ) | |
|
Increase in income taxes payable | |
| 84,331 | | |
| 28,102 | | |
|
Net cash (used in) provided by operating activities | |
| (5,200,025 | ) | |
| 3,558,935 | | |
|
Cash flows from investing activities: | |
| | | |
| | | |
|
Purchase of property and equipment | |
| (65,036 | ) | |
| (403,854 | ) | |
|
Net cash used in investing activities | |
| (65,036 | ) | |
| (403,854 | ) | |
|
Cash flows from financing activities: | |
| | | |
| | | |
|
Repayments on line of credit | |
| (17,390,000 | ) | |
| (2,650,000 | ) | |
|
Repayments on long-term debt | |
| (26,483 | ) | |
| (44,498 | ) | |
|
Proceeds from line of credit | |
| 8,373,672 | | |
| | | |
|
Proceeds from long-term debt | |
| 10,000,000 | | |
| | | |
|
Proceeds from insurance financing obligation | |
| 369,467 | | |
| 326,125 | | |
|
Repayments of insurance financing obligation | |
| (281,496 | ) | |
| (338,037 | ) | |
|
Taxes paid related to net share settlement of equity awards | |
| (88,917 | ) | |
| (52,502 | ) | |
|
Debt issuance costs | |
| (282,946 | ) | |
| | | |
|
Net cash provided by (used in) financing activities | |
| 673,297 | | |
| (2,758,912 | ) | |
|
Net (decrease) increase in cash | |
| (4,591,764 | ) | |
| 396,169 | | |
|
Cash at beginning of year | |
| 5,490,963 | | |
| 5,094,794 | | |
|
Cash at end of year | |
$ | 899,199 | | |
$ | 5,490,963 | | |
|
Supplemental disclosure of cash flow information: | |
| | | |
| | | |
|
Cash paid during the year for interest | |
$ | 1,932,764 | | |
$ | 2,356,447 | | |
|
Cash paid for income taxes | |
$ | 71,475 | | |
$ | 5,484 | | |
|
| |
| | | |
| | | |
|
Supplemental disclosure of non-cash item: | |
| | | |
| | | |
|
Increase to operating right-of-use asset and operating lease liability from
lease amendment | |
$ | 8,190,636 | | |
| | | |
****
**The
accompanying notes are an integral part of the consolidated financial statements.**
F-8
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
|
|
1. |
PRINCIPAL
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
The
Company consists of CPI Aerostructures, Inc. (CPI), Welding Metallurgy, Inc. (WMI) and Compac Development
Corporation (Compac), a wholly owned subsidiary of WMI (collectively the Company).
CPI
is a U.S. supplier of aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. CPI manufactures
complex aerostructure assemblies, as well as aerosystems. Additionally, CPI supplies parts for maintenance, repair and overhaul (MRO)
and kitting contracts.
An
operating segment, in part, is a component of an enterprise whose operating results are regularly reviewed by the chief operating decision
maker (the CODM) to make decisions about resources to be allocated to the segment and assess its performance. Operating
segments may be aggregated only to a limited extent. The Companys CODM, the Chief Executive Officer, reviews financial information
presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The Company has determined
that it has a single operating and reportable segment.
Basis
of Presentation and Principles of Consolidation
The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America (U.S. GAAP) and applicable rules and regulations of the United States Securities and Exchange
Commission (SEC). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
All intercompany accounts and transactions have been eliminated in consolidation.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires the use of estimates by management. Actual results could differ
from these estimates.
Revenue
Recognition
The
Company follows Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (ASC 606).
In accordance with ASC 606, the Company recognizes revenue when it transfers control of a promised good or service to a customer in an
amount that reflects the consideration it expects to be entitled to in exchange for the good or service. The majority of the Companys
performance obligations are satisfied over time as the Company (i) sells products with no alternative use to the Company and (ii) has
an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to date. This is known as the over
time revenue recognition model. Under the over time revenue recognition model, revenue and gross profit are recognized over the contract
period as work is performed based on actual costs incurred and an estimate of costs to complete and resulting total estimated costs at
completion.
The
Company also has contracts that are considered point in time. Under the point in time revenue recognition model, revenue is recognized
when control of the product has transferred to the customer; in most cases this will be based on shipping terms.
The
majority of the Companys revenues are from long-term contracts with the U.S. government and commercial contractors. The Company
accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms
are identified, the contract has commercial substance and collectability of consideration is probable. For the Company, the contract
under ASC 606 is typically established upon execution of a purchase order either in accordance with a long-term customer contract or
on a standalone basis.
An
evaluation to determine the proper revenue recognition for our contracts requires significant judgment and evaluation to combine a
group of purchase orders from a single customer for the same performance obligation or to separate a contract into multiple
performance obligations. A performance obligation is a promise within a contract to transfer a distinct good or service to the
customer in exchange for payment and is the unit of account for recognizing revenue. The Companys performance obligations in
its contracts with customers are typically the sale of each individual product contemplated in the contract or a single performance
obligation representing a series of products when the contract contains multiple products that are substantially the same. The
Company has elected to account for shipping performed after control over a product has transferred to a customer as fulfillment
activities. When revenue is recognized in advance of incurring shipping costs, the costs related to the shipping are accrued.
Shipping costs are included in costs of sales. The Company provides warranties on many of its products; however, since customers
cannot purchase such warranties separately and they do not provide services beyond standard assurances, warranties are not separate
performance obligations.
F-9
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
A
contracts transaction price is allocated to each distinct performance obligation and recognized as revenue when or as the performance
obligation is satisfied. For contracts with more than one performance obligation, the Company allocates the transaction price to each
performance obligation based on its estimated standalone selling price. When standalone selling prices are not available, the transaction
price is allocated using an expected cost plus margin approach as pricing for such contracts is typically negotiated on the basis of
cost.
The
contracts directly with the U.S. government or subcontracted through its prime contractors, typically are subject to the Federal Acquisition
Regulation (FAR), which provides guidance on the types of costs that are allowable in establishing prices for goods and
services provided under U.S. government contracts. The pricing for commercial contractors is based on the specific negotiations with
each customer and any taxes imposed by governmental authorities are excluded from revenue. The transaction price is primarily comprised
of fixed consideration as the customer typically pays a fixed fee for each product sold. The Company does not adjust the amount of revenue
to be recognized under a customer contract for the effects of the time value of money when the timing difference between receipt of payment
and transferring the good or service is less than one year.
The
majority of the Companys performance obligations are satisfied over time as the Company (i) sells products with no alternative
use to the Company and (ii) has an enforceable right to recover costs incurred plus a reasonable profit margin for work completed to
date. The Company uses the cost-to-cost input method to measure progress for its performance obligations because it best depicts the
transfer of control to the customer which occurs as the Company incurs costs on its contracts.
The
Companys contracts are often modified to account for changes in contract specifications and requirements. The Company considers
contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations.
The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it
relates, are recognized prospectively when the remaining goods or services are distinct and on a cumulative catch-up basis when the remaining
goods or services are not distinct.
Certain
contracts contain forms of variable consideration, such as price discounts and performance penalties. The Company generally estimates
variable consideration using the most likely amount based on an assessment of all available information (i.e., historical experience,
current and forecasted performance) and only to the extent it is probable that a significant reversal of revenue recognized will not
occur when the uncertainty is resolved.
In
applying the cost-to-cost input method, the Company compares the actual costs incurred relative to the total estimated costs expected
at completion to determine its progress towards satisfying its performance obligation and to calculate the corresponding amount of revenue
to recognize. For any costs incurred that do not depict the Companys performance in transferring control of goods or services
to the customer, the Company excludes such costs from its input method measure of progress as the amounts are not reflected in the price
of the contract. Costs that are inputs to the satisfaction of a performance obligation include labor, materials and subcontractors
costs, other direct costs and an allocation of indirect costs.
Changes
to the original estimates may be required during the life of the contract. Estimates are reviewed quarterly and the effect of any
change in the total estimated costs expected at completion for a contract is reflected in revenue in the period the change becomes
known. ASC 606 involves considerable use of estimates and judgment in determining revenues, costs and profits and in assigning the
amounts to accounting periods. For instance, management must make assumptions and estimates regarding labor productivity and
availability, the complexity of the work to be performed, the availability of materials, the length of time to complete the
performance obligation, execution by our subcontractors, the availability and timing of funding from the customer, and overhead cost
rates, among other variables. The Company continually evaluates all of the factors related to the assumptions, risks and
uncertainties inherent with the application of the cost-to-cost input method; however, it cannot be assured that estimates will be
accurate. If estimates are not accurate, or a contract is terminated which will affect estimates at completion, the Company is
required to adjust revenue in the period the change is determined.
F-10
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
When
changes are required for the estimated total revenue on a contract, these changes are recognized on a cumulative catch-up basis in the
current period. A significant change in one or more estimates could affect the profitability of one or more of our performance obligations.
If estimates of total costs to be incurred exceed estimates of total consideration the Company expects to receive, a provision for the
remaining loss on the contract is recorded in the period in which the loss becomes evident.
Contract
acquisition costs are those incremental costs that the Company incurs to obtain a contract with a customer that it would not have incurred
if the contract had not been obtained. The Company does not typically incur contract acquisition costs or contract fulfillment costs
that are subject to capitalization in accordance with the guidance in Accounting Standards Codification Subtopic 340-40, Other
Assets and Deferred CostsContracts with Customers.
Government
Contracts
The
Companys government contracts and subcontracts are subject to the procurement rules and regulations of the U.S. government. Many
of the contract terms are dictated by these rules and regulations. Specifically, cost-based pricing is determined under the FAR, which
provides guidance on the types of costs that are allowable in establishing prices for goods and services under U.S. government contracts.
For example, costs such as those related to charitable contributions, advertising, interest expense, and public relations are unallowable,
and therefore not recoverable through sales. During and after the fulfillment of a government contract, the Company may be audited in
respect to the direct and allocated indirect costs attributable thereto. These audits may result in adjustments to the Companys
contract cost, and/or revenue.
When
contractual terms allow, the Company invoices its customers on a progress basis.
Cash
The
Company maintains its cash in multiple financial institutions. The balances are insured by the Federal Deposit Insurance Corporation
up to the limit of $250,000. From time to time, the Companys balances may exceed these limits. As of December 31, 2025 and 2024,
the Company had $760,921 and $5,270,629, respectively, of uninsured balances. The Company limits its credit risk by selecting financial
institutions considered to be highly credit worthy.
Allowance
for Credit Losses
The
Company maintains an allowance for credit losses on accounts receivable and contract assets. The adequacy of the allowance is assessed
quarterly through consideration of factors such as age of the receivable and identification of any anticipated collectability issues
by account, if applicable. The Company writes off accounts when they are deemed to be uncollectible.
Inventory
Inventories,
which consist of raw materials, work in progress and finished goods, are reported at lower of cost or net realizable value using the
weighted average cost method. The Company capitalizes labor, material, subcontractor and overhead
costs as work-in-process for contracts where control has not yet passed to the customer. The Company regularly reviews inventory quantities
on hand, future purchase commitments with its suppliers, and the estimated usability for its inventory. If the Companys review
indicates a reduction in usability below carrying value, it reduces its net inventory to its net realizable value.
Property
and Equipment
Property
and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over
the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated
useful life of the asset. Additions and improvements that extend the useful lives are capitalized, while repairs and maintenance are
expensed as incurred.
F-11
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
Leases
The
Company leases a building and various equipment. Under ASC 842, Leases (ASC 842), at contract inception we determine whether
the contract is or contains a lease and whether the lease should be classified as an operating or a finance lease. Operating leases are
included in right-of-use (ROU) assets and operating lease liabilities in our consolidated balance sheets.
ROU
assets represent the Companys right to use an underlying asset during the lease term, and lease liabilities represent the Companys
obligation to make lease payments arising from the lease. The determination of the length of lease terms is affected by options to extend
or terminate the lease when it is reasonably certain that the Company will exercise that option. The existence of significant economic
incentive is the primary consideration when assessing whether the Company is reasonably certain of exercising an option in a lease. ROU
assets and liabilities are recognized at commencement date and measured as the present value of lease payments to be made over the lease
term. As the interest rate implicit in the lease is not readily available for most of the Companys leases, the Company uses its
estimated incremental borrowing rate in determining the present value of lease payments. The estimated incremental borrowing rate is
derived from information available at the lease commencement date. The lease ROU asset recognized at commencement is adjusted for any
lease payments related to initial direct costs, prepayments, and lease incentives. Operating lease expense is recognized on a straight-line
basis over the expected lease term and recognized in cost of sales and selling, general and administrative expenses.
At
December 31, 2025, the Company has right of use assets and lease liabilities of $9,515,207 and $9,787,505, respectively. At December
31, 2024, the Company had right of use assets and lease liabilities of $2,856,200 and $3,100,572, respectively.
Finance
leases are treated as the purchase of an asset on a financing basis. Assets under finance leases, which primarily represent machinery
and equipment, computer equipment, and leasehold improvements, are included in property and equipment, net, with the related liabilities
included in current portion of long-term debt and long-term debt on the consolidated balance sheets.
Goodwill
Goodwill
represents the excess of purchase price of an acquisition over the fair value of net assets acquired. Goodwill is not amortized but instead
is assessed for impairment annually as of December 31st and when events and circumstances warrant an evaluation. The Company
has determined that it has a single operating and reporting unit, and assesses during its evaluation whether it believes it is more likely
than not that the fair value of this reporting unit is greater than or less than its carrying amount by comparing the fair value of this
reporting unit with its carrying value. If the carrying amount of a reporting unit exceeds the reporting units fair value, the
amount by which the carrying value exceeds the fair value is recognized as an impairment loss. The Company performed its annual impairment
assessment of goodwill as of December 31, 2025 and 2024 and concluded that goodwill was not impaired. The Company assessed goodwill using
qualitative factors to determine whether it was more likely than not that the fair value is less than its carrying value (step 0) and
determined that no further testing was required.
Long-Lived
Assets
The
Company reviews its long-lived assets and certain related intangibles for impairment whenever changes in circumstances indicate that
the carrying amount of an asset may not be fully recoverable by comparing the estimated undiscounted cash flow expected to result from
the use of the asset and the estimated amounts expected to be realized upon the assets eventual disposition with the carrying
value of the asset. If the carrying amount of the asset exceeds the aforementioned estimated expected undiscounted cash flows and estimated
expected disposition proceeds, the Company measures the amount of the impairment to record by comparing the carrying amount of the asset
with its estimated fair value. As of December 31, 2025 and 2024, the Company determined that long-lived assets were not impaired.
Fair
Value
The
fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 refers to fair values
determined based on quoted prices in active markets for identical assets. Level 2 refers to fair values estimated using significant other
observable inputs and Level 3 includes fair values estimated using significant unobservable inputs.
The
carrying value of the line of credit and long-term debt approximates fair value (level 2) as the interest rate is based on market quotes.
F-12
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
Earnings
per Share
The
Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share and uses the
treasury stock method in the calculation of earnings per share. Net income per common share is computed by dividing net income by the
weighted average number of common shares outstanding during the period.
Basic
and diluted income per common share is computed using the weighted average number of common shares outstanding. Diluted income per common
share is adjusted for the incremental shares attributed to unvested RSUs. There were 0 and 116,024 incremental shares used in the calculation
of diluted income per common share for the years ended December 31, 2025 and 2024, respectively.
Income
Taxes
Income
taxes are accounted for under the asset and liability method whereby deferred tax assets and liabilities are recognized for future tax
consequences attributable to the temporary differences between the consolidated financial statements carrying amounts of assets and liabilities
and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. Deferred
tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all
of the deferred tax assets will not be realized. The Company recognizes the effect of an income tax position only if, based on its merits,
the position is more likely than not to be sustained on audit by the taxing authorities.
The
Companys policy is to record estimated interest and penalties related to uncertain tax positions in income tax expense.
Stock-Based
Compensation
The
Company accounts for stock-based compensation in accordance with ASC 718, Compensation - Stock Compensation (ASC 718).
ASC 718 establishes accounting for stock-based awards exchanged for employee and nonemployees. Under the provisions of ASC 718, stock-based
compensation cost is measured at the grant date, based on the fair value of the award on the grant date, and is recognized as expense
over the employees requisite service period (generally the vesting period of the equity grant).
Restricted
stock awards are granted at the discretion of the Companys board of directors. These awards are restricted as to the transfer
of ownership and generally vest over the requisite service period. The Company recognizes forfeitures at the time the forfeiture occurs.
Research
and Development
Customer-funded
research and development (R&D) costs are incurred pursuant to contractual arrangements requiring us to provide a product
meeting certain defined performance or other specifications, such as designs, and such contractual arrangements are accounted for principally
by the over time revenue recognition method. Customer-funded R&D is included in the Revenue and Cost of sales
line items in our Consolidated Statements of Operations.
Recently
Issued Accounting Standards Adopted
In
December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure
of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09
is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 for the
year ended December 31, 2025, and applied the new disclosure requirements prospectively while disclosures for the year ended December
31, 2024 remain presented on a pre-adoption basis.
F-13
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
Recently
Issued Accounting Standards Not Adopted
In
September 2025, the FASB issued ASU No. 2025-06, Intangibles Goodwill and Other Internal-Use Software (Subtopic 350-40):
Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). This guidance removes all references to
prospective and sequential stages (referred to as project stages) throughout ASC 350-40 and clarifies the threshold entities
apply to begin capitalizing costs. Under ASU 2025-06, cost capitalization should only commence when both management has authorized and
committed to funding a software project and it is probable the project will be completed and the software will be used to perform the
function intended. ASU 2025-06 is effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods
within those annual reporting periods. Entities may apply the guidance using a prospective, modified transition or retrospective approach.
Early adoption is permitted as of the beginning of an annual reporting period. The Company is currently evaluating the preferred transition
approach and assessing the impact of the ASU on our disclosures and financial statements, including the timing of adoption.
In
July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical
expedient to measure credit losses on accounts receivable and contract assets. The ASU is effective for annual periods beginning after
December 15, 2025, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating
the timing of the adoption and the impact of this ASU on its consolidated financial statements and related disclosures.
In
January 2025, the FASB issued ASU 2025-01, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
(Subtopic 220-40): Clarifying the Effective Date, which clarifies that all public business entities should initially adopt the
disclosure requirements in the final annual reporting period beginning after December 15, 2026, and interim reporting periods within
annual reporting periods beginning after December 15, 2027. The new guidance is effective for fiscal years beginning after December 15,
2026, which is our annual period beginning January 1, 2027, and interim reporting periods beginning after December 15, 2027, which will
be our interim period beginning January 1, 2028. Early adoption of ASU 2024-03 (described below) is permitted. We are evaluating the
impact of this standard in conjunction with ASU 2024-03 below.
In
November 2024, the FASB issued ASU 2024-03, *Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic
220-40): Disaggregation of Income Statement Expenses*, which requires disclosure in the notes to the financial statements of specified
information about certain costs and expenses. In January 2025, the FASB issued ASU 2025-01, *Income Statement-Reporting Comprehensive
Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date*, which amends the effective date of ASU
2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December
15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, which will be our interim period beginning
January 1, 2028. Early adoption of ASU 2024-03 is permitted. We are evaluating the impact of ASU 2025-01 in conjunction with ASU 2024-03.
F-14
****
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
****
|
|
2. |
REVENUE | |
**Disaggregation
of Revenue**
The
following table presents the Companys revenue disaggregated by contract type and revenue recognition method:
|
| |
Year Ended | | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Government subcontracts | |
$ | 55,547,679 | | |
$ | 64,704,370 | | |
|
Prime government contracts | |
| 7,415,434 | | |
| 11,677,152 | | |
|
Commercial contracts | |
| 6,299,011 | | |
| 4,697,342 | | |
|
Total | |
$ | 69,262,124 | | |
$ | 81,078,864 | | |
|
| |
Year Ended | | |
|
| |
December 31,
2025 | | |
December 31,
2024 | | |
|
Revenue recognized using over time revenue
recognition model | |
$ | 68,638,307 | | |
$ | 80,123,031 | | |
|
Revenue recognized using point in time revenue
recognition model | |
| 623,817 | | |
| 955,833 | | |
|
Total | |
$ | 69,262,124 | | |
$ | 81,078,864 | | |
**Favorable/(Unfavorable)
Adjustments to Gross Profit**
We
review our Estimates at Completion (EAC) at least quarterly. Due to the nature of the work required to be performed on
many of the Companys performance obligations, the estimation of total revenue and cost at completion is complex, subject to many
inputs, and requires significant judgment by management on a contract-by-contract basis. As part of this process, management reviews
information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program
schedule, identified risks and opportunities, and the related changes in estimates of revenues and costs. The risks and opportunities
relate to managements judgment about the ability and cost to achieve the schedule, consideration of customer-directed delays or
reductions in scheduled deliveries, technical requirements, customer activity levels, and related variable consideration. Management
must make assumptions and estimates regarding contract revenue and costs, including estimates of labor productivity and availability,
the complexity and scope of the work to be performed, the availability and cost of materials including any impact from changing costs
or inflation, the length of time to complete the performance obligation, the availability and timing of funding from our customer, and
overhead cost rates, among others.
Changes
in estimates of net sales, cost of sales, and the related impact to operating profit on contracts recognized over time are recognized
on a cumulative catch-up basis, which recognizes the cumulative effect of the profit changes on current and prior periods based on a
performance obligations percentage-of-completion in the current period. A significant change in one or more of these estimates
could affect the profitability of one or more of our performance obligations. Our EAC adjustments also include the establishment of,
and changes to, loss provisions for our contracts accounted for on a percentage-of-completion basis.
Net
EAC adjustments had the following impact on our gross profit during the years ended December 31, 2025 and 2024:
|
| |
Years Ended | | |
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Net adjustments | |
$ | (10,171,038 | ) | |
$ | (3,750,020 | ) | |
Net
unfavorable adjustments during the year ended December 31, 2025 compared to the year ended December 31, 2024 were driven primarily by
an unfavorable adjustment associated with the termination of the Boeing A-10 program, program costs on the NGJ Mid-Band Pod, and T-38
Classic Structural Modification Kits.,
F-15
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
**Transaction
Price Allocated to Remaining Performance Obligations**
As
of December 31, 2025, the aggregate amount of transaction price allocated to the remaining performance obligations was approximately
$91.8 million. This represents the amount of revenue the Company expects to recognize in the future on contracts with unsatisfied or
partially satisfied performance obligations as of December 31, 2025.
|
|
3. |
CONTRACT ASSETS AND
LIABILITIES | |
Contract
assets represent revenue recognized on contracts in excess of amounts invoiced to the customers and the Companys right to consideration
is conditional on something other than the passage of time. Amounts may not exceed their net realizable value. Under the typical payment
terms of our government as well as military contractor contracts, the customer retains a portion of the contract price until completion
of the contract, as a measure of protection for the customer. Our government and military contract or contracts therefore typically result
in revenue recognized in excess of billings, which we present as contract assets. Contract assets are classified as current assets. The
Companys contract liabilities represent customer payments received or due from the customer in excess of revenue recognized. Contract
liabilities are classified as current liabilities.
Schedule of contract assets and liabilities
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
December 31, 2023 | | |
|
Contract assets | |
$ | 33,670,354 | | |
$ | 32,832,290 | | |
$ | 35,312,068 | | |
|
| |
| | | |
| | | |
| | | |
|
Contract liabilities | |
| 1,628,382 | | |
| 2,430,663 | | |
| 5,937,629 | | |
Contract
assets at December 31, 2025 increased $838,064 from December 31, 2024 due to the timing of billings as compared to the recognition of
revenue during 2025 upon the satisfaction or partial satisfaction of performance obligations.
Contract
liabilities decreased $802,281 during 2025, primarily due to revenue recognized on these performance obligations in excess of payments
received.
Revenue
recognized for the year ended December 31, 2025, that was included in the contract liabilities balances as of January 1, 2025 was $1,937,639.
Revenue recognized for the year ended December 31, 2024, that was included in the contract liabilities balances as of January 1, 2024
was $5,635,629.
|
|
4. |
ACCOUNTS RECEIVABLE | |
Accounts
receivable consists of trade receivables as follows:
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
December 31, 2023 | | |
|
Billed receivables | |
$ | 5,910,717 | | |
$ | 3,931,527 | | |
$ | 4,444,504 | | |
|
Less: allowance for expected
credit losses | |
| (145,789 | ) | |
| (215,149 | ) | |
| (92,308 | ) | |
|
Total accounts receivable, net | |
$ | 5,764,928 | | |
$ | 3,716,378 | | |
$ | 4,352,196 | | |
F-16
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
|
|
5. |
INVENTORY | |
The
components of inventory consist of the following:
|
|
|
|
|
|
|
|
|
| |
|
| |
December 31, | | |
|
| |
2025 | | |
2024 | | |
|
Raw materials | |
$ | 524,883 | | |
$ | 414,806 | | |
|
Work in progress | |
| 7,547 | | |
| 60,719 | | |
|
Finished goods | |
| 268,393 | | |
| 442,763 | | |
|
Inventory | |
$ | 800,823 | | |
$ | 918,288 | | |
|
|
6. |
PROPERTY AND EQUIPMENT | |
The
components of property and equipment consist of the following:
|
| |
December 31, | | |
Estimated | | |
|
| |
2025 | | |
2024 | | |
Useful Life (years) | | |
|
Machinery and equipment | |
$ | 4,275,455 | | |
$ | 4,247,671 | | |
5 to 7 | | |
|
Computer equipment | |
| 4,430,313 | | |
| 4,393,060 | | |
5 to 10 | | |
|
Furniture and fixtures | |
| 709,350 | | |
| 709,350 | | |
7 | | |
|
Automobiles and trucks | |
| 13,162 | | |
| 13,162 | | |
5 | | |
|
Leasehold improvements | |
| 2,702,891 | | |
| 2,702,891 | | |
Lesser of lease term or 10 years | | |
|
Total gross property and equipment | |
| 12,131,171 | | |
| 12,066,134 | | |
| | |
|
Less accumulated depreciation and amortization | |
| (11,718,618 | ) | |
| (11,298,230 | ) | |
| | |
|
Total property and equipment, net | |
$ | 412,553 | | |
$ | 767,904 | | |
| | |
Depreciation
expense for the years ended December 31, 2025 and 2024 was $420,387 and $430,006, respectively.
|
|
7. |
GOODWILL | |
The
Company acquired WMI on December 20, 2018. The acquisition was accounted for as a business combination in accordance with ASC Topic 805.
Accordingly, the Company recorded the fair value of the assets and liabilities assumed at the date of acquisition. As a result of the
acquisition of WMI on December 30, 2018, the Company recorded goodwill of $1,784,254.
|
|
8. |
LINE OF CREDIT AND LONG-TERM
DEBT | |
****
Western
Alliance Bank Loan and Security Agreement
On
December 12, 2025, the Company entered into a Loan and Security Agreement (the Loan and Security Agreement) with Western
Alliance Bank (the Bank). The Loan and Security Agreement provides for a revolving line of credit in the maximum principal
amount of $10,000,000 (the Revolving Line) and a term loan in the original principal amount of $10,000,000 (the Term
Loan and, together with the Revolving Line, the Credit Facilities). WMI and Compac, have guaranteed the Companys
obligations under the Loan and Security Agreement.
Borrowings
under the Credit Facilities bear interest at a variable rate equal to the 1-month Term Secured Overnight Financing Rate (SOFR)
plus an applicable margin as set forth in the Loan and Security Agreement. During the continuance of an event of default, all outstanding
obligations bear interest at a rate equal to 5% above the rate otherwise applicable.
The
SOFR Rate was 3.9% as of December 31, 2025 and as such, the Companys interest rate on the Revolving Loan and Term Loan was 6.4%
as of December 31, 2025.
F-17
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
The
Credit Facilities mature on December 12, 2030. The Term Loan was funded in full on the closing date and is repayable in scheduled quarterly
installments beginning on April 5, 2026. Maturities on long term debt are as follows:
|
Period | | |
Year Ended
December 31, | | |
|
2026 | | |
$ | 187,500 | | |
|
2027 | | |
$ | 250,000 | | |
|
2028 | | |
$ | 437,500 | | |
|
2029 | | |
$ | 687,500 | | |
|
2030 | | |
$ | 8,437,500 | | |
|
Total | | |
$ | 10,000,000 | | |
Borrowings
under the Revolving Line may be made, repaid and reborrowed from time to time before the maturity date, subject to the other conditions
set forth in the Loan and Security Agreement. Voluntary prepayments of the Credit Facilities are permitted at any time without premium
or penalty, other than customary breakage amounts, and the Loan and Security Agreement requires mandatory prepayments in certain circumstances.
The
Loan and Security Agreement requires the Company to pay an unused commitment fee equal to 0.40% per annum on the unused portion of the
Revolving Line and to pay fees and charges in connection with any letters of credit and any cash management services provided by the
Bank and to reimburse the Banks expenses as provided in the Loan and Security Agreement.
The
Companys obligations under the Loan and Security Agreement, and the guaranties of WMI and Compac, are secured by a first-priority
security interest in substantially all of the personal property assets of the Company and the guarantors, in each case subject to permitted
liens and customary exclusions as set forth in the Loan and Security Agreement and related security documents.
The
Loan and Security Agreement contains customary affirmative, negative and financial covenants. Among other things, these covenants impose
limitations, subject to agreed exceptions, on the ability of the Company and its subsidiaries to incur additional indebtedness, grant
liens, make certain investments, dispose of assets, pay dividends and other restricted payments, enter into certain transactions with
affiliates and effect certain mergers or other fundamental changes. The Loan and Security Agreement also includes quarterly tested financial
covenants, including a minimum Consolidated Fixed Charge Coverage Ratio of 1.25 to 1.00 and a maximum Funded Leverage Ratio that is initially
3.75 to 1.00 through December 31, 2026 and is reduced to 3.50 to 1.00 from January 1, 2027 onward, in each case as defined in and calculated
under the Loan and Security Agreement.
The
Loan and Security Agreement includes customary events of default, including payment defaults, covenant defaults, certain cross-defaults,
certain events of bankruptcy or insolvency, certain unsatisfied judgments, certain ERISA events and certain change-of-control events.
If an event of default occurs and is continuing, the Bank may, subject to the terms of the Loan and Security Agreement, declare all or
a portion of the outstanding obligations under the Credit Facilities to be immediately due and payable, terminate the commitments and
exercise other rights and remedies available to it, including with respect to the collateral.
Termination
of Amended and Restated Credit Agreement.
Previous
to the Loan and Security Agreement, the Company was a party to an Amended and Restated Credit Agreement on March 24, 2016 with the lenders
named therein and BankUnited, N.A. as Sole Arranger, Agent and a Lender, dated as of March 24, 2016 (as amended, the BankUnited
Facility). The BankUnited Facility originally provided for a revolving credit loan commitment of $30 million (the BankUnited
Revolving Loan) and a $10 million term loan (BankUnited Term Loan). The BankUnited Revolving Loan bore interest
at a rate based upon a pricing grid, as defined in the BankUnited Facility.
The
BankUnited Facility, as amended, required us to maintain the following financial covenants: (a) minimum debt service coverage ratio of
no less than 1.5 to 1.0 for trailing four fiscal quarter periods; (b) maximum leverage ratio of no less than 4.0 to 1.0 for trailing
four fiscal quarter periods; (c) minimum net income after taxes as of the end of each fiscal quarter being no less than $1.00; and (d)
a minimum adjusted EBITDA at the end of each fiscal quarter of no less than $1.0 million.
On
December 12, 2025, in connection with entering into the Loan and Security Agreement, the Company used a portion of the proceeds of the
Credit Facilities, including the full $10 million amount of the Term Loan and borrowings under the Revolving Line in the approximate
principal amount of $6,220,722 to repay in full all outstanding obligations under BankUnited Facility. Upon such repayment, the BankUnited
Facility and the related loan documents were terminated in accordance with their terms, and all liens and security interests securing
the obligations thereunder were released. The Company did not incur any early termination or prepayment penalties in connection with
the termination of the BankUnited Facility.
F-18
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
The
Company anticipates using the remaining availability under the Credit Facilities for working capital and general corporate purposes,
in each case to the extent permitted under the Loan and Security Agreement.
As
of December 31, 2025 the Company had $18,373,672 outstanding under the Loan and Security Agreement; $8,373,672 under the Revolving Line
and $10,000,000 under the Term Loan. Both loans mature December 12, 2030. As of December 31, 2024, the Company had an aggregate of $17,390,000
outstanding under the BankUnited Facility.
The
Company has cumulatively paid approximately $243,220 of total debt issuance costs in connection with the Loan and Security Agreement
of which approximately $243,220 is unamortized and $121,610 is included in other assets and $121,610 is reflected as a reduction of the
Term Loan at December 31, 2025.
Included
in the long-term debt are financing leases and notes payable totaling $0 and $26,483 at December 31, 2025 and 2024, respectively, including
a current portion of $0 and $26,483, respectively.
****
|
|
9. |
LEASES | |
The
Company leases manufacturing and office space under an agreement classified as an operating lease. The company entered into an
amendment to the lease agreement for its operating facility on April 15, 2025 that extends the term of the lease until April
30, 2031. The lease agreement does not include any renewal options. The agreement provides for an initial monthly base amount
plus annual escalations through the term of the lease. In addition to the monthly base amounts in the lease agreement, the Company
is required to pay real estate taxes and operating expenses during the lease terms. The result of the lease amendment was an
increase of ROU assets and lease liabilities of $8,190,636.
The
Company also leases office equipment in agreements classified as operating leases.
For
the years ended December 31, 2025 and 2024, the Companys operating lease expense was $2,379,916 and $2,137,830, respectively.
Future
minimum lease payments under non-cancellable operating leases as of December 31, 2025 were as follows:
|
Year ending December 31, |
|
|
| |
|
2026 |
|
|
$2,304,533 |
| |
|
2027 |
|
|
$2,336,077 |
| |
|
2028 |
|
|
$2,300,990 |
| |
|
2029 |
|
|
$2,360,515 |
| |
|
2030 |
|
|
$2,431,331 |
| |
|
Thereafter |
|
|
$818,389 |
| |
|
Total undiscounted operating
lease payments |
|
|
$12,551,835 |
| |
|
Less imputed interest |
|
|
(2,764,330) |
| |
|
Present value of operating lease payments |
|
$ |
$9,787,505 |
| |
F-19
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
The
following table sets forth the ROU assets and operating lease liabilities as of December 31, 2025 and 2024:
|
| |
2025 | | |
2024 | | |
|
Assets | |
| | | |
| | | |
|
ROU assets, net | |
$ | 9,515,207 | | |
$ | 2,856,200 | | |
|
| |
| | | |
| | | |
|
Liabilities | |
| | | |
| | | |
|
Current operating lease liabilities | |
$ | 1,434,385 | | |
$ | 2,162,154 | | |
|
Long-term operating lease liabilities | |
| 8,353,120 | | |
| 938,418 | | |
|
Total lease liabilities | |
$ | 9,787,505 | | |
$ | 3,100,572 | | |
The
Companys weighted average remaining lease term for its operating leases is 5.5 years as of December 31, 2025. The Companys
weighted average discount rate for its operating leases is 9.52% as of December 31, 2025. Cash paid for operating leases the year ended
December 31, 2025 and 2024 was $2,283,354 and $2,228,784, respectively.
|
|
10. |
INCOME TAXES | |
We
account for income taxes in accordance with ASC 740 Income Taxes. ASC 740 is an asset and liability approach that requires the recognition
of deferred tax assets and liabilities for the expected tax consequences or events that have been recognized in our consolidated financial
statements or tax returns. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in the consolidated financial
statements. The interpretation prescribes a recognition threshold and measurement attribute for the consolidated financial statements
recognition and measurement of a tax position taken, or expected to be taken, in a tax return.
The
Company files income tax returns in the U.S. federal jurisdiction and in various state jurisdictions. The Company generally is no longer
subject to U.S. or state examinations by tax authorities for taxable years prior to 2021. However, net operating losses utilized from
prior years in subsequent years tax returns are subject to examination until three years after the filing of subsequent years
tax returns.
The
provision (benefit) for income taxes consists of the following:
|
Year ended December 31, |
|
2025 |
|
|
2024 |
| |
|
Current: |
|
|
|
|
|
|
|
| |
|
State |
|
$ |
156,360 |
|
|
$ |
42,906 |
| |
|
Deferred: |
|
|
|
|
|
|
|
| |
|
Federal |
|
|
(792,252) |
|
|
|
624,509 |
| |
|
State |
|
|
(264,969) |
|
|
|
476,039 |
| |
|
Total |
|
$ |
(900,861) |
|
|
$ |
1,143,454 |
| |
F-20
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
The
difference between the income tax provision (benefit) computed at the federal statutory rate and the actual tax benefit for 2025 after
the adoption of ASU 2023-09 is as follows:
|
Year ended December 31, | |
2025 Dollar Amount | | |
2025 Percent | | |
|
Tax at U.S. statutory rate | |
$ | (366,287 | ) | |
| 21.0 | % | |
|
State income tax, net* | |
| (85,801 | ) | |
| 4.9 | % | |
|
Tax Credits | |
| | | |
| | | |
|
Research and Development credit | |
| (201,413 | ) | |
| 11.5 | % | |
|
Change in valuation allowance | |
| (250,616 | ) | |
| 14.4 | % | |
|
Nontaxable or Nondeductible Items | |
| | | |
| | | |
|
Other | |
| 2,215 | | |
| -0.1 | % | |
|
Other Reconciling Items | |
| | | |
| | | |
|
Other | |
| 1,041 | | |
| -0.1 | % | |
|
Effective Tax Rate | |
$ | (900,861 | ) | |
| 51.6 | % | |
|
* | For the year ended
December 31, 2025, state taxes in Texas and Mississippi made up the majority of the state and local income tax. |
|
A
reconciliation of the difference between the provision for income taxes and the expected tax provision as presented in 2024 prior to
the adoption of ASU 2023-09 is as follows:
|
Year ended December 31, | |
2024 | | |
|
Taxes computed at the federal statutory rate | |
$ | 932,985 | | |
|
State income tax, net | |
| 409,967 | | |
|
Research and development tax credit | |
| (145,954 | ) | |
|
Change in valuation allowance | |
| (20,846 | ) | |
|
Other | |
| (43,413 | ) | |
|
Permanent differences | |
| 10,715 | | |
|
Provision (Benefit) for income taxes | |
$ | 1,143,454 | | |
F-21
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
In
accordance with the adoption of ASU 2023-09, below is a summary of income taxes paid, net of refunds received, by jurisdiction for the
year ended December 31, 2025;
|
| |
2025 | | |
|
Texas | |
$ | 55,040 | | |
|
New York State | |
| 13,646 | | |
|
Other | |
| 2,789 | | |
|
Total | |
$ | 71,475 | | |
The
components of deferred income tax assets and liabilities are as follows at December 31:
|
Deferred Tax Assets: | |
2025 | | |
2024 | | |
|
Capitalized R&D | |
$ | 1,281,291 | | |
$ | 1,705,529 | | |
|
Credit carryforwards | |
| 2,626,043 | | |
| 2,424,596 | | |
|
Lease liability | |
| 2,214,682 | | |
| 461,967 | | |
|
Disallowed interest expense | |
| 1,041,530 | | |
| 709,604 | | |
|
Net operating loss carryforward | |
| 15,121,147 | | |
| 14,643,979 | | |
|
Other | |
| 688,706 | | |
| 676,435 | | |
|
Deferred tax assets | |
| 22,973,399 | | |
| 20,622,110 | | |
|
| |
| | | |
| | | |
|
Valuation allowance | |
| (681,184 | ) | |
| (973,367 | ) | |
|
| |
| | | |
| | | |
|
Deferred Tax Liabilities: | |
| | | |
| | | |
|
ROU asset | |
| 2,153,067 | | |
| 610,258 | | |
|
Other | |
| 244,352 | | |
| 200,909 | | |
|
Deferred tax liabilities | |
$ | 2,397,419 | | |
$ | 811,167 | | |
|
Net deferred tax assets | |
$ | 19,894,796 | | |
$ | 18,837,576 | | |
As
of December 31, 2025, the Company had approximately $68,200,000 of gross net operating loss carryforwards (NOLs) for federal
tax purposes and approximately $18,300,000 of post apportionment NOLs for state tax purposes. The Federal NOLs begin to expire in 2034.
Losses generated in 2018 and forward of $16,700,000 have an indefinite life and can offset up to 80% of taxable income in the future.
Federal NOLs generated prior to 2018 can offset 100% of future taxable income. The state NOLs begin to expire in 2034.
A
reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
| |
2025 | | |
2024 | | |
|
Balance of gross unrecognized tax benefits as of beginning of year | |
$ | | | |
$ | | | |
|
Changes to unrecognized tax benefits for prior years | |
| 130,000 | | |
| | | |
|
Changes to unrecognized tax benefits for current year | |
| | | |
| | | |
|
Balance of gross unrecognized tax benefits as of end of year | |
$ | 130,000 | | |
$ | | | |
The
Company will recognize a tax liability in the consolidated financial statements for an uncertain tax position only if managements
assessment is that the position is more likely than not (i.e., a likelihood greater than 50%) to be allowed by the tax
jurisdiction based solely on the technical merits of the position. The term tax position refers to a position in a previously
filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income
tax assets and liabilities for financial reporting purposes.
The
Company classifies interest relating to tax matters and tax penalties as a component of income tax expense in its Consolidated Statements
of Operations. As of December 31, 2025, there were $130,000 of unrecognized tax benefits that, if recognized, $103,000 would affect the
effective tax rate. Related to the unrecognized tax benefits, the Company accrued interest and penalties of $13,000 and $0, respectively,
during the years ended December 31, 2025 and 2024.
F-22
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
Assessing
the realizability of deferred tax assets requires the determination of whether it is more likely than not that some portion or all the
deferred tax assets will not be realized. In assessing the need for a valuation allowance, the Company considers all available positive
and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, loss carryback
and tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as a cumulative loss in recent
years, as a significant piece of negative evidence to overcome. As of December 31, 2025, the Company reported three years of cumulative
book income, along with projections of profitability, for which management determined that there is sufficient positive evidence to conclude
that it is more likely than not that a portion of the deferred tax assets will be realized. As such, $292,183 of the valuation allowance
has been released, leaving an ending valuation allowance balance of $681,184 against federal R&D credits and state NOLs.
|
|
11. |
ACCRUED EXPENSES | |
Accrued
expenses consists of the following:
|
| |
December 31, 2025 | | |
December 31, 2024 | | |
|
Accrued purchases | |
$ | 2,567,454 | | |
$ | 4,683,246 | | |
|
Accrued payroll | |
| 670,350 | | |
| 1,323,018 | | |
|
Accrued insurance | |
| 621,288 | | |
| 803,185 | | |
|
Accrued interest | |
| 54,666 | | |
| 487,428 | | |
|
Accrued professional fees and other accrued expenses | |
| 849,961 | | |
| 625,439 | | |
|
Total | |
$ | 4,763,719 | | |
$ | 7,922,316 | | |
|
|
12. |
STOCK-BASED COMPENSATION | |
In
2009, the Company adopted the Performance Equity Plan 2009 (the 2009 Plan). The 2009 Plan reserved 500,000 common shares
for issuance. The 2009 Plan provides for the issuance of either incentive stock options or nonqualified stock options to employees, consultants
or others who provide services to the Company. The Company has 2,364 shares available for grant under the 2009 Plan as of December 31,
2025.
In
2016, the Company adopted the 2016 Long Term Incentive Plan (the 2016 Plan). The 2016 Plan reserved 600,000 common shares
for issuance, provided that, no more than 200,000 common shares be granted as incentive stock options. Awards may be made or granted
to employees, officers, directors and consultants in the form of incentive stock options, non-qualified stock options, stock appreciation
rights, restricted stock, restricted stock units and other stock-based awards. Any shares of common stock granted in connection with
awards other than stock options and stock appreciation rights are counted against the number of shares reserved for issuance under the
2016 Plan as one and one-half shares of common stock for every one share of common stock granted in connection with such award. Any shares
of common stock granted in connection with stock options and stock appreciation rights are counted against the number of shares reserved
for issuance under the 2016 Plan as one share for every one share of common stock issuable upon the exercise of such stock option or
stock appreciation right awarded. In the fourth quarter of 2020, the Company added 800,000 shares to the 2016 Plan, which increased the
number of shares reserved for issuance under the 2016 Plan to 1,400,000 shares. In the second quarter of 2023, the Company added an additional
800,000 shares to the 2016 Plan, which increased the number of shares for reserved for issuance under the 2016 Plan to 2,200,000 shares.
The Company has 221,596 shares available for grant under the 2016 Plan as of December 31, 2025.
On
June 24, 2025, the shareholders of the Company approved the 2025 Long-Term Incentive Plan (the 2025 Plan) at the Companys
2025 annual meeting of shareholders. The 2025 Plan had previously been approved by the Companys Board of Directors (the Board)
on April 28, 2025, upon the recommendation of the Companys Compensation and Human Resources Committee, subject to shareholder
approval. The 2025 Plan is intended to advance the Companys interests by providing equity-based incentives to attract, retain,
and motivate employees, officers, directors, and consultants. The plan authorizes the issuance of up to800,000shares of the
Companys common stock and allows for a variety of award types, including stock options, stock appreciation rights, restricted
stock, restricted stock units, performance shares, and other stock-based awards. The 2025 Plan is administered by the Companys
Compensation and Human Resources Committee, which has broad authority to determine the terms of individual awards, including eligibility,
size, vesting conditions, performance criteria, and other terms. Awards may generally not be transferred and are subject to forfeiture
under certain conditions. The Company had 622,024 shares
available for grant under the 2025 Plan as of December 31, 2025.
F-23
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
Stock-based
compensation expense for restricted stock in the consolidated statements of operations is summarized as follows:
|
| |
2025 | | |
2024 | | |
|
Cost of sales | |
$ | 25,167 | | |
$ | 3,675 | | |
|
Selling, general and administrative | |
| 781,443 | | |
| 601,007 | | |
|
Total stock-based compensation expense | |
$ | 806,610 | | |
$ | 604,682 | | |
The
Company grants restricted stock units (RSUs) to its board of directors as partial compensation. For 2025, these RSUs vest
quarterly on a straight-line basis over a one-year period.
The
following table summarizes activity related to outstanding RSUs for the year ended December 31, 2025:
|
|
|
RSUs |
|
|
Weighted
Average
Grant
Date
Fair
Value
of RSUs |
| |
|
Non-vested January 1, 2025 |
|
|
|
|
|
$ |
|
| |
|
Granted |
|
|
122,224 |
|
|
$ |
4.29 |
| |
|
Vested |
|
|
(118,520) |
|
|
$ |
4.29 |
| |
|
Forfeited |
|
|
(3,704) |
|
|
$ |
4.29 |
| |
|
Non-vested December 31, 2025 |
|
|
|
|
|
$ |
|
| |
The
Company grants shares of common stock (Restricted Stock Awards) to select employees. These shares have various vesting
dates, ranging from vesting on the grant date to as late as four years from the date of grant. In the event that the employees
employment is voluntarily terminated prior to certain vesting dates, portions of the shares may be forfeited. At
December 31, 2025, the weighted average remaining amortization period was 2.3 years.
The
following table summarizes activity related to outstanding Restricted Stock Awards for the year ended December 31, 2025:
|
|
|
Restricted
Stock Awards |
|
|
Weighted
Average
Grant
Date
Fair
Value of
Restricted
Stock Awards |
| |
|
Non-vested January 1, 2025 |
|
|
152,875 |
|
|
$ |
2.86 |
| |
|
Granted |
|
|
108,328 |
|
|
$ |
2.89 |
| |
|
Vested |
|
|
(64,507 |
) |
|
$ |
2.81 |
| |
|
Forfeited |
|
|
(48,569 |
) |
|
$ |
2.78 |
| |
|
Non-vested December 31, 2025 |
|
|
148,127 |
|
|
$ |
2.92 |
| |
F-24
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
The
Company grants shares of common stock (Performance Restricted Stock Awards or PRSAs) to select officers as
part of our long-term incentive program that will result in that number of PRSAs being paid out if the target performance metric is achieved.
The award vesting is based on specific performance metrics related to accounts payable delinquency, debt, and net income during the performance
period. The PRSAs vest at 0% or 100% and all three metrics must be met to vest at 100%. The PRSAs granted under this program will vest
on the fourth anniversary of the grant date, subject to the aforementioned performance criteria. At December 31, 2025, the weighted average
remaining amortization period was 1.9 years.
The
following table summarizes activity related to outstanding PRSAs for the year ended December 31, 2025:
|
|
|
PRSAs |
|
|
Weighted
Average
Grant
Date
Fair
Value
of PRSAs |
| |
|
Non-vested January 1, 2025 |
|
|
44,076 |
|
|
$ |
2.98 |
| |
|
Granted |
|
|
57,376 |
|
|
$ |
2.96 |
| |
|
Vested |
|
|
|
|
|
$ |
|
| |
|
Forfeited |
|
|
(44,076 |
) |
|
$ |
2.98 |
| |
|
Non-vested December
31, 2025 |
|
|
57,376 |
|
|
$ |
2.96 |
| |
The
fair value of all RSUs, PRSAs and Restricted Stock Awards is based on the closing price of our common stock on the grant date. All RSUs,
PRSAs, and Restricted Stock Awards vest and settle in common stock (on a one-for-one basis).
As
of December 31, 2025, unamortized stock-based compensation costs related to restricted share arrangements was $184,689.
In
addition, our income tax liabilities for 2025 and 2024 were reduced by $181,487 and $138,296, respectively, due to recognized tax
benefits on stock-based compensation arrangements.
|
|
13. |
EMPLOYEE
BENEFIT PLAN |
|
On
September 11, 1996, the Companys board of directors instituted a defined contribution plan under Section 401(k) of the Internal
Revenue Code (the Code). On October 1, 1998, the Company amended and standardized its plan as required by the Code. Pursuant
to the amended plan, qualified employees may contribute a percentage of their pretax eligible compensation to the Plan and the Company
will match a percentage of each employees contribution. Additionally, the Company has a profit-sharing plan covering all eligible
employees. Contributions by the Company are at the discretion of management. The amount of contributions recorded by the Company during
the years ended December 31, 2025 and 2024 amounted to $302,912 and $305,934, respectively.
|
|
14. |
MAJOR
CUSTOMERS | |
For
the year ended December 31, 2025, 38%, 20%, 11%, and 11% of our revenue was generated from our four largest customers. For the year ended
December 31, 2024, 36%, 24%, and 14% of our revenue was generated from our three largest customers.
At
December 31, 2025, 53%, 17%, and 12% of accounts receivable were due from our three largest customers. At December 31, 2024, 21%, 18%,
16%, 12%, 12%, and 12% of accounts receivable were due from our six largest customers.
At
December 31, 2025, 27%, 21%, 19%, and 17% of our contract assets were related to our four largest customers. At December 31, 2024, 31%,
27%, and 20% of our contract assets were related to our three largest customers.
At
December 31, 2025, no vendors accounted for more than 10% of accounts payable. At December 31, 2024, 13%, 12%, 11% and 11% of our accounts
payable was from our top 4 largest vendors.
F-25
**CPI
AEROSTRUCTURES, INC. AND SUBSIDIARIES**
**NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS**
|
|
15. |
COMMITMENTS AND CONTINGENCIES | |
On May 7, 2025, the Company submitted to The Boeing Company a Request for
Equitable Pricing Adjustment on the Boeing A-10 program addressing higher manufacturing costs on its 2019 firm fixed price contract. Subsequently,
on July 14, 2025, the Company received a Termination Notice from The Boeing Company with respect to the Boeing A-10 program directing
the Company to scrap and return materials and tooling to the Air Force prior to August 15, 2025 when funding would no longer be available,
as well as a claim for damages incurred by Boeing as a result of the alleged contract default. The Company continues to have correspondence
with the Boeing Company over the termination of the Boeing A10 program. In light of these events, and in conjunction with the Air Forces
decision to accelerate the retirement of the Boeing A-10 fleet, the Company evaluated the situation and recognized an adjustment to its
contract revenues and costs to address the contract termination during the quarter ended June 30, 2025. The Company will continue to evaluate
the customers claim and will recognize any contingent losses, if required, in the period in which additional losses become both probable,
and reasonably estimable.
The
Company may be involved in various claims, suits, assessments, investigations, and legal proceedings that arise from time to time in
the ordinary course of its business. The Company accrues a liability when it is both probable a liability has been incurred and the amount
of the loss can be reasonably estimated. The Company reviews these accruals at least quarterly and adjusts them to reflect ongoing negotiations,
settlements, rulings, advice of legal counsel, and other relevant information. To the extent new information is obtained and the Companys
views on the probable outcomes of claims, suits, assessments, investigations, or legal proceedings change, changes in the Companys
accrued liabilities would be recorded in the period such determination is made. For some matters, the amount of liability is not probable
or the amount cannot be reasonably estimated and, therefore, accruals have not been made.
|
|
16. |
Segment reporting | |
We
manage our business activities on a consolidated basis and operate as a single operating segment. We primarily derive our revenue in
the United States by supplying aircraft parts, complex aerostructure assemblies, aerosystems, MRO and kitting contracts for fixed wing
aircraft and helicopters in both the commercial and defense markets. The accounting policies are the same as those described in Note
1 Principal Business Activity and Summary of Significant Accounting Policies.
Our
CODM is our Chief Executive Officer, Dorith Hakim. The CODM reviews financial information presented on a consolidated basis for purposes
of making operating decisions including the allocation of resources and assessing financial performance.
As
the Company has only one operating segment and is managed on a consolidated basis, the measure of profit or loss is consolidated net
income or loss, which include all significant expenses and assets as presented in the consolidated financial statements which is consistent
with the information provided to the CODM. Refer to the Consolidated Balance Sheet and the Consolidated Statements of Operations for
the financial information with respect to the Companys single operating segment for the years ended December 31, 2025 and 2024.
F-26
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
|
Dated: March 31,
2026 |
CPI AEROSTRUCTURES,
INC. | |
|
|
(Registrant) | |
|
|
|
| |
|
|
By: |
/s/
Dorith Hakim | |
|
|
|
Dorith
Hakim Chief Executive Officer and President
(Principal
Executive Officer) | |
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
|
Signature |
|
Title |
|
Date | |
|
|
|
|
|
| |
|
/s/
Carey Bond |
|
Chairman of the Board of
Directors |
|
March 31,
2026 | |
|
Carey Bond |
|
|
|
| |
|
|
|
|
|
| |
|
/s/
Richard Caswell |
|
Director |
|
March 31,
2026 | |
|
Richard Caswell |
|
|
|
| |
|
|
|
|
|
| |
|
/s/ Michael
Faber |
|
Director |
|
March 31,
2026 | |
|
Michael Faber |
|
|
|
| |
|
|
|
|
|
| |
|
/s/
Dorith Hakim |
|
Chief Executive Officer
and President |
|
March 31,
2026 | |
|
Dorith Hakim |
|
(Principal Executive Officer) |
|
| |
|
|
|
|
|
| |
|
/s/ Pamela Levesque |
|
Director |
|
March 31,
2026 | |
|
Pamela Levesque |
|
|
|
| |
|
|
|
|
|
| |
|
/s/
Robert Mannix |
|
Chief Financial Officer |
|
March 31,
2026 | |
|
Robert Mannix |
|
(Principal
Financial Officer and
Principal
Accounting Officer) |
|
| |
|
|
|
|
|
| |
|
/s/
Rick Rosenjack |
|
Director |
|
March 31,
2026 | |
|
Rick Rosenjack |
|
|
|
| |
|
|
|
|
|
| |
|
/s/
Terry Stinson |
|
Vice Chairman of
the Board of Directors |
|
March 31,
2026 | |
|
Terry Stinson |
|
|
|
| |
F-27