CPI AEROSTRUCTURES INC
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
CVU$4.62+3.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-19.
0001999371-25-011679
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001999371-25-017728
Item 2. – Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 91 previous paragraphs and 94 current paragraphs.
36 unchanged; 43 reworded; 11 added; 12 removed; 0 previous and 4 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (11)
Current report
CPI Aero is a prime contractor to the U.S. Department of Defense as well as a Tier 1 subcontractor to some of the largest aerospace and defense contractors in the world. CPI Aero provides engineering, program management, supply chain management, assembly operations and MRO services to this global network of customers. CPI Aero is recognized as a leader within the international aerospace market in such areas as aircraft structural assemblies, military advanced tactical pod structures, engine air inlets, and complex welded products. CPI Aero’s customer base enjoys a unique combination of large-company capabilities, matched with small-company value, responsiveness, and personal customer service.
Current report
On November 13, 2025, CPI Aerostructures, Inc. entered into a Sixteenth Amendment to its Credit Agreement with BankUnited, N.A. and the lenders party thereto. The amendment extended the maturity of the revolving credit facility to November 30, 2026, adjusted borrowing limits for future periods, waived a failure to pay principal, and eliminated a prior contingent payment requirement. For additional information, see “Liquidity and Capital Resources — Bank Credit Facilities” below.
Current report
Total Cost of Sales for the three months ended September 30, 2025 and 2024 was $14,962,788 and $15,200,210, respectively, a decrease of $237,422 or 1.6%.
Current report
Total Cost of Sales for the nine months ended September 30, 2025 and 2024 was $43,229,647 and $46,422,514, respectively, a decrease of $3,192,867 or 6.9%.
Current report
Factory overhead for the three months ended September 30, 2025 was $4,101,453 compared to $4,021,411 for the three months ended September 30, 2024, an increase of $80,042 or 2.0%.
Current report
Factory overhead for the nine months ended September 30, 2025 was $12,172,384 compared to $12,058,902 for the nine months ended September 30, 2024, an increase of $113,482 or 0.9%.
Current report
The net adjustment of $1.0 million for the three months ended September 30, 2025 is driven primarily by an unfavorable adjustment associated with the F-16 Rudder Island program, and increased labor and material costs on the NGJ Mid-Band Pod, and Embraer Phenom-300 Engine Inlets Assembly programs.
Current report
Selling, general and administrative expenses for the three months ended September 30, 2025 were $2,551,355 compared to $2,742,036 for the three months ended September 30, 2024, a decrease of $190,681 or 7.0%. The decrease was primarily due to lower salary related costs.
Current report
Selling, general and administrative expenses for the nine months ended September 30, 2025 were $8,041,156 compared to $8,231,875 for the nine months ended September 30, 2024, a decrease of $190,719 or 2.3%. The decrease was primarily due to lower salary related costs.
Current report
Income before provision for income taxes for the three months ended September 30, 2025 was $1,367,037 compared to $904,267 for the three months ended September 30, 2024.
Current report
As of September 30, 2025, the Company was not in compliance with the aggregate principal amount of all Revolving Credit Loans and the Company obtained a Waiver and Sixteenth Amendment to the Credit Agreement (the “Sixteenth Amendment”). The Sixteenth Amendment reset the aggregate maximum principal amount of all Revolving Credit Loans to $15,890,000 from July 1, 2025 through March 31, 2026, $15,140,000 from April 1, 2026 through June 30, 2026, $14,390,000 from July 1, 2026 through September 30, 2026, and $13,640,000 onward, and for payments to be made by the Company to comply therewith (if any such payments are necessary), on the first day of each such period, and waived the Company’s failure to make the July 2025 Payment Obligation on September 30, 2025. The Sixteenth Amendment also extended the maturity date of the Revolving Credit Loans to November 30, 2026, and waived the Additional Payment Obligation. A copy of the Waiver and Sixteenth Amendment to the Credit Agreement is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
Removed paragraphs (12)
Previous report
We are engaged in the contract production of structural aircraft parts for fixed wing aircraft and helicopters in both the commercial and defense markets. We also have a strong and growing presence in the aerosystems sector of the market, with our production of various reconnaissance pod structures and fuel panel systems. Within the global aerostructure and aerosystem supply chain, we are either a Tier 1 supplier to aircraft original equipment manufacturers (“OEMs”) or a Tier 2 subcontractor to major Tier 1 manufacturers. We also are a prime contractor to the United States Department of Defense (“DOD”), primarily the United States Air Force (“USAF”). In conjunction with our assembly operations, we provide engineering, program management, supply chain management and kitting, and MRO.
Previous report
On August 14, 2025, the Company obtained a waiver from its lenders under its existing Credit Agreement with respect to financial covenant and payment noncompliance. On August 19, 2025, the Company entered the Fifteenth Amendment (defined below). The amendment revised certain covenants to reflect covenant-based adjustments related to the termination of the Company’s A-10 Program. For additional information, see “Liquidity and Capital Resources — Bank Credit Facilities” below.
Previous report
Departure and Appointment of Directors or Certain Officers
Previous report
Long-Term Incentive Plan
Previous report
On June 24, 2025, the shareholders of the Company approved the 2025 Plan at the Company’s 2025 annual meeting of shareholders. The plan authorizes the issuance of up to 800,000 shares of the Company’s common stock and allows for a variety of award types. The Company registered these shares on a Form S-8 registration statement filed with the SEC on July 18, 2025.
Previous report
Total Cost of Sales for the three months ended June 30, 2025 and 2024 was $14,515,726 and $15,694,910, respectively, a decrease of $1,1749,184or 7.5%.
Previous report
Total Cost of Sales for the six months ended June 30, 2025 and 2024 was $28,266,859 and $31,222,304, respectively, a decrease of $2,955,445 or 9.5%.
Previous report
Factory overhead for the three months ended June 30, 2025 was $3,952,350 compared to $3,770,396 for the three months ended June 30, 2024, an increase of $181,954 or 4.8%. Factory overhead for the six months ended June 30, 2025 was $8,070,931 compared to $8,037,491 for the six months ended June 30, 2024, an increase of $33,440 or 0.4%.
Previous report
The net adjustment of $4.0 million for the three months ended June 30,2025 is driven primarily by an unfavorable adjustment of $2.3 million associated with the termination of our A-10 program. Additional net unfavorable adjustments of $1.7 million were driven primarily by the NGJ Mid-Band Pod and the T-38 Classic Structural Modification Kits program were due to increased labor and material costs.
Previous report
Selling, general and administrative expenses for the three months ended June 30, 2025 were $2,654,024 compared to $2,775,935 for the three months ended June 30, 2024, a decrease of $121,911 or 4.4%. The decrease was primarily the result of lower professional fees and lower accrued compensation.
Previous report
Selling, general and administrative expenses for the six months ended June 30, 2025 were $5,489,801 compared to $5,489,839 for the six months ended June 30, 2024, remained consistent.
Previous report
(Loss) income before provision for income taxes for the six months ended June 30, 2025 was ($3,945,601) compared to $1,959,228 for the six months ended June 30, 2024.
Reworded paragraphs (43)
Previous wording
Effective July 22, 2025, Pamela Levesque, was appointed by the board of directors of the Company to the positions of Interim Chief Financial Officer and Secretary. Ms. Levesque will also serve as Interim Chief Financial Officer and Secretary of each of the Company’s wholly owned subsidiaries, Welding Metallurgy, Inc. and Compac Development Corporation. Philip Passarello, who resigned as Chief Financial Officer and Secretary of the Company and its subsidiaries on July 22, 2025, will assist in the transition of Chief Financial Officer responsibilities to Ms. Levesque as Vice President of Finance. Please refer to Form 8-K filed on July 28, 2025 for additional information.
Current wording
Effective July 22, 2025, Pamela Levesque, a Company director, was appointed to the positions of Interim Chief Financial Officer and Secretary. Ms. Levesque will also serve as Interim Chief Financial Officer and Secretary of each of the Company’s wholly owned subsidiaries, Welding Metallurgy, Inc. and Compac Development Corporation. Please refer to our Form 8-K filed on July 28, 2025 for additional information.
Previous wording
We produce custom assemblies pursuant to long-term contracts and customer purchase orders. Funded backlog consists of aggregate funded values 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 programs. Substantially all of our 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.
Current wording
We produce complex custom structural assemblies pursuant to long-term contracts and customer purchase orders. Funded backlog consists of aggregate funded values 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 programs. Substantially all of our 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.
Previous wording
The funded backlog at June 30, 2025 is primarily from purchase orders under long-term contracts with Raytheon (NGJ Mid-Band Pods and Advanced Tactical Pods), USAF (T-38 Classic Structural Modification Kits), Lockheed Martin (F-16 RI/DCC’s), and L3Harris (NGJ Low-Band Pods),
Current wording
The funded backlog at September 30, 2025 is primarily from purchase orders under long-term contracts with Raytheon (NGJ Mid-Band Pods and Advanced Tactical Pods), USAF (T-38 Classic Structural Modification Kits) and Lockheed Martin (F-16 RI/DCC’s).
Previous wording
We make a number of significant estimates, assumptions and judgments in the preparation of our financial statements. SeeManagement’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K, for a discussion of our critical accounting estimates. There have been no significant changes to the application of our critical accounting estimates during the six month period ended June 30, 2025.
Current wording
We make a number of significant estimates, assumptions and judgments in the preparation of our financial statements. SeeManagement’s Discussion and Analysis of Financial Condition and Results of Operations in the Form 10-K, for a discussion of our critical accounting estimates. There have been no significant changes to the application of our critical accounting estimates during the nine months ended September 30, 2025.
Previous wording
Total Revenue for the three months ended June 30, 2025 was $15,179,108 compared to $20,810,334 for the same period last year, a decrease of $5,631,226 or 27.1%, driven primarily by the unfavorable adjustment associated with the termination of our A-10 Main Landing Gear Pods program, timing of material receipts on our MS-110 and an unfavorable adjustment to our USAF T-38 Pacer Classic Structural Modification Kits program.
Current wording
Total Revenue for the three months ended September 30, 2025 was $19,269,102 compared to $19,419,879 for the same period last year, a decrease of $150,777 or 0.8%, driven primarily by the termination of the Boeing A-10 Main Landing Gear Pods program offset by timing of material receipts to our NGJ Mid-Band Pods Programs.
Previous wording
Total Revenue for the six months ended June 30, 2025 was $30,579,716 compared to $39,891,477 for the same period last year, a decrease of $9,311,761 or 23.3%, driven primarily by the unfavorable adjustment associated with the termination of our A-10 Main Landing Gear Pods program, timing of material receipts on our MS-110 program and completion of the F-35 program.
Current wording
Total Revenue for the nine months ended September 30, 2025 was $49,848,818 compared to $59,311,356 for the same period last year, a decrease of $9,462,538 or 16%, driven primarily by the unfavorable adjustment associated with the termination of the Boeing A-10 Main Landing Gear Pods program, timing of material receipts on our MS-110/TACSAR pod program and completion of the F-35 program, offset by higher production volume in our NGJ Mid-Band Pods and MH-60 Seahawk Stabilator MRO programs.
Previous wording
Revenue from military subcontracts was $12,266,475 for the three months ended June 30, 2025 compared to $16,963,874 for the three months ended June 30, 2024, a decrease of $4,697,399 or 27,7%, driven primarily by the unfavorable adjustment associated with the termination of our A-10 Main Landing Gear Pods program and timing of material receipts on our MS-110 program.
Current wording
Revenue from military subcontracts was $15,522,738 for the three months ended September 30, 2025 compared to $16,986,106 for the three months ended September 30, 2024, a decrease of $1,463,368 or 8.6%, driven primarily associated with the termination of the Boeing A-10 Main Landing Gear Pods program and lower revenue on the Sikorsky CH-53K Welded Tubes program offset by timing of material receipts on our NGJ Mid-Band Pods Programs.
Previous wording
Revenue from military subcontracts was $23,593,083 for the six months ended June 30, 2025 compared to $31,965,642 for the six months ended June 30, 2024, a decrease of $8,372,559 or 26.2%, driven primarily by the unfavorable adjustment associated with the termination of our A-10 Main Landing Gear Pods program and timing of material receipts on our MS-110 program.
Current wording
Revenue from military subcontracts was $39,115,821 for the nine months ended September 30, 2025 compared to $48,951,748 for the nine months ended September 30, 2024, a decrease of $9,835,927 or 20.1%, driven primarily by the unfavorable adjustment associated with the termination of the Boeing A-10 Main Landing Gear Pods program, timing of material receipts on our MS-110/TACSAR pod program and completion of the F-35 program, offset by higher production volume in our NGJ Mid-Band Pods and MH-60 Seahawk Stabilator MRO programs.
Previous wording
Revenue from government military contracts was $1,335,358 for the three months ended June 30, 2025 compared to $2,601,347 for the three months ended June 30, 2024, a decrease of $1,265,989 or 48.7%, driven primarily by unfavorable adjustments in our USAF T-38 Pacer Classic Structural Modification Kits program.
Current wording
Revenue from government military contracts was $2,560,673 for the three months ended September 30, 2025 compared to $1,673,483 for the three months ended September 30, 2024, an increase of $887,190 or 53.0%, driven primarily by timing of material receipts in our USAF T-38 Pacer Classic Structural Modification Kits program.
Previous wording
Revenue from government military contracts was $4,128,970 for the six months ended June 30, 2025 compared to $5,383,228 for the six months ended June 30, 2024, a decrease of $1,254,258 or 23.3%, driven primarily by unfavorable adjustments in our USAF T-38 Pacer Classic Structural Modification Kits program.
Current wording
Revenue from government military contracts was $6,689,643 for the nine months ended September 30, 2025 compared to $7,056,711 for the nine months ended September 30, 2024, a decrease of $367,068 or 5.2%, driven primarily by timing of material receipts in our USAF T-38 Pacer Classic Structural Modification Kits program.
Previous wording
Revenue from commercial subcontracts was $1,577,275 for the three months ended June 30, 2025 compared to $1,245,113 for the three months ended June 30, 2024, an increase of $332,162 or 26.7%, driven primarily by an increase in our Embraer Phenom-300 and Phenom-100 Engine Inlet Assemblies programs.
Current wording
Revenue from commercial subcontracts was $1,185,691 for the three months ended September 30, 2025 compared to $760,290 for the three months ended September 30, 2024, an increase of $425,401 or 56.0%, driven primarily by the commencement in our Embraer Phenom-100 Engine Inlet Assemblies programs.
Previous wording
Revenue from commercial subcontracts was $2,857,663 for the six months ended June 30, 2025 compared to $2,542,607 for the six months ended June 30, 2024, an increase of $315,056 or 12.4%, primarily driven by an increase in our Embraer Phenom-300 and Phenom-100 Engine Inlet Assemblies programs.
Current wording
Revenue from commercial subcontracts was $4,043,354 for the nine months ended September 30, 2025 compared to $3,302,897 for the nine months ended September 30, 2024, an increase of $740,457 or 22.4%, primarily driven by the commencement in our Embraer Phenom-100 Engine Inlet Assemblies and Collins Compac Enclosures programs.
Previous wording
Procurement for the three months ended June 30, 2025 was $8,860,302 compared to $10,118,041 for the three months ended June 30, 2024, a decrease of $1,256,739 or 12.4%, driven primarily by lower material receipts on our Collins MS-110 program, Embraer Phenom-300 Engine Inlet Assemblies and A-10 Main Landing Gear Pods program, partially offset by increased material receipts for our NGJ POD program.
Current wording
Procurement for the three months ended September 30, 2025 was $9,605,276 compared to $9,219,097 for the three months ended September 30, 2024, an increase of $386,179 or 4.2%, driven primarily by increased material receipts for our NGJ Mid-band pod and USAF T-38 Pacer Classic Structural Modification Kits programs offset by the termination of the Boeing A-10 Main Landing Gear Pods program.
Previous wording
Procurement for the six months ended June 30, 2025 was $17,154,890 compared to $19,483,061 for the six months ended June 30, 2024, a decrease of $2,328,171 or 11.9%, driven primarily by lower material receipts on our Collins MS-110 program, our A-10 Main Landing Gear Pods program, completion of our F-35 program, partially offset by increased material receipts on our NGJ POD program.
Current wording
Procurement for the nine months ended September 30, 2025 was $26,760,166 compared to $28,702,158 for the nine months ended September 30, 2024, a decrease of $1,941,992 or 6.8%, driven primarily by the termination of the Boeing A-10 Main Landing Gear Pods program and lower material receipts on the Collins MS-110 program, offset by increased material receipts on our NGJ POD program.
Previous wording
Labor costs for the three months ended June 30, 2025 were $1,504,475 compared to $1,800,940 for the three months ended June 30, 2024, a decrease of $296,465 or 16.5% primarily driven by the termination of our A-10 Main Landing Gear Pods program.
Current wording
Labor costs for the three months ended September 30, 2025 were $1,470,358 compared to $1,861,505 for the three months ended September 30, 2024, a decrease of $391,147 or 21.0% primarily driven by the termination of the Boeing A-10 Main Landing Gear Pods program.
Previous wording
Labor costs for the six months ended June 30, 2025 were $3,147,061 compared to $3,598,730 for the six months ended June 30, 2024, a decrease of $451,669 or 12.6% primarily driven by the termination of our A-10 Main Landing Gear Pods program, and decreased work performed on our B-52 Radar Racks program and F-16 Rudder Island program.
Current wording
Labor costs for the nine months ended September 30, 2025 were $4,617,419 compared to $5,460,235 for the nine months ended September 30, 2024, a decrease of $842,816 or 15.4% 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.
Previous wording
Other cost of sales relates to items that can increase or decrease cost of sales such as changes in inventory reserves, changes in loss contract provisions, absorption variances and direct charges to cost of sales. Other cost of sales for the three months ended June 30, 2025 was $198,599 compared to a $5,533 for the three months ended June 30, 2024, an increase of $193,066 or 3,489.4%. The increase is primarily the result of increased inventory reserve requirements due to aged material.
Current wording
Other cost of sales relates to items that can increase or decrease cost of sales such as changes in inventory reserves, changes in loss contract provisions, absorption variances and direct charges to cost of sales. Other cost of sales for the three months ended September 30, 2025 was $(214,299) compared to a $98,197 for the three months ended September 30, 2024, a decrease of $312,496 or 318.2%. The decrease is primarily the benefits realized on programs nearing completion.
Previous wording
Other cost of sales for the six months ended June 30, 2025 was $(106,023) compared to $103,022 for the six months ended June 30, 2024, a decrease in cost of $209,045 or 202.9%. The decrease is primarily driven by benefits realized on programs nearing completion during the three months ended March 31, 2025 partially offset by changes in inventory loss reserve.
Current wording
Other cost of sales for the nine months ended September 30, 2025 was $(320,322) compared to $201,219 for the nine months ended September 30, 2024, a decrease in cost of $521,541 or 259.2%. The decrease is primarily driven by benefits realized on programs nearing completion during the three months ended March 31, 2025 partially offset by changes in inventory loss reserve.
Previous wording
Gross profit and gross profit percentage (“gross margin”) for the three months ended June 30, 2025 and June 30, 2024 was $663,382 and 4.4% compared to $5,115,424 and 24.6% respectively, a decrease of $4,452,042, or 87.0%, and 2,020 basis points for the reasons noted above.
Current wording
Gross profit and gross profit percentage (“gross margin”) for the three months ended September 30, 2025 and September 30, 2024 was $4,306,314 and 22.3% compared to $4,219,669 and 21.7% respectively, an increase of $86,645 or 2.1%, and 60 basis points for the reasons noted above.
Previous wording
Gross profit and gross profit percentage (“gross margin”) for the six months ended June 30, 2025 was $2,312,857 and 7.6%, respectively, compared to $8,669,173 and 21.7%, respectively, for the six months ended June 30, 2024, a decrease of $6,356,316 or 73.3%, and 1,410 basis points for the reasons noted above.
Current wording
Gross margin for the nine months ended September 30, 2025 was $6,619,171 and 13.3%, respectively, compared to $12,888,842 and 21.7%, respectively, for the nine months ended September 30, 2024, a decrease of $6,269,671 or 48.6%, and 840 basis points for the reasons noted above.
Previous wording
During the three and six months ended June 30, 2025 and 2024, circumstances required that we make changes in estimates to various contracts. Such changes in estimates resulted in changes in total gross profit as follows:
Current wording
During the three and nine months ended September 30, 2025 and 2024, circumstances required that we make changes in estimates to various contracts. Such changes in estimates resulted in changes in total gross profit as follows:
Previous wording
The net adjustment of $7.1 million for the six months ended June 30, 2025 is driven primarily by an unfavorable adjustment of $4.5 million associated with the termination of our A-10 program. Additional net unfavorable adjustments of $2.6 million were driven primarily by the NGJ Mid-Band Pod and the T-38 Classic Structural Modification Kits program were due to increased labor and material costs.
Current wording
The net adjustment of $8.1 million for the nine months ended September 30, 2025 is driven primarily by an unfavorable adjustment associated with the termination of the Boeing A-10 program and increased labor and material costs on the NGJ Mid-Band Pod, T-38 Classic Structural Modification Kits and Embraer Phenom-300 Engine Inlets Assembly programs.
Previous wording
Interest expense for the three months ended June 30, 2025 was $287,546, compared to $587,971for the three months ended June 30, 2024, a decrease of $300,425 or 51.1%. The decrease was primarily the result of lower year-over-year interest rates charged on our outstanding debt under the Credit Agreement, combined with a year-over-year decrease in the amount of our outstanding debt under the Credit Agreement.
Current wording
Interest expense for the three months ended September 30, 2025 was $387,922, compared to $573,366 for the three months ended September 30, 2024, a decrease of $185,444 or 32.3%. The decrease was primarily the result of lower year-over-year interest rates charged on our outstanding debt under the Credit Agreement, combined with a year-over-year decrease in the amount of our outstanding debt under the Credit Agreement.
Previous wording
Interest expense for the six months ended June 30, 2025 was $775,637, compared to $1,220,106 for the six months ended June 30, 2024, a decrease of $444,469 or 36.4%. The decrease was the result of lower year-over-year interest rates charged on our outstanding debt under the Credit Agreement, combined with a year-over-year decrease in the amount of our outstanding debt under the Credit Agreement.
Current wording
Interest expense for the nine months ended September 30, 2025 was $1,163,559, compared to $1,793,472 for the nine months ended September 30, 2024, a decrease of $629,913 or 35.1%. The decrease was the result of lower year-over-year interest rates charged on our outstanding debt under the Credit Agreement, combined with a year-over-year decrease in the amount of our outstanding debt under the Credit Agreement.
Previous wording
(Loss) income before provision for income taxes for the three months ended June 30, 2025 was ($2,272,708) compared to $1,751,518 for the three months ended June 30, 2024.
Current wording
(Loss) income before provision for income taxes for the nine months ended September 30, 2025 was ($2,578,564) compared to $2,863,495 for the nine months ended September 30, 2024.
Previous wording
(Benefit)/provision for income taxes for the three months ended June 30, 2025 was $(947,749) compared to provision for income taxes of $341,572 for the three months ended June 30, 2024, a benefit increase of $1,289,321 or 377.5% is primarily related to the decrease in income.
Current wording
Provision for income taxes for the three months ended September 30, 2025 was $253,345 compared to provision for income taxes of $154,590 for the three months ended September 30, 2024, an increase of $98,755 or 63.9% is primarily related to the increase in net income.
Previous wording
The effective income tax rate for the six months ended June 30, 2025 and June 30, 2024 is 34.2% and 19.4%, respectively. The difference between the effective income tax rate for the six months ended June 30, 2025 and the statutory income tax rate of 21% for the six months ended June 30, 2024 is primarily due to the change in income and the relative impact of the estimated R&D credit, state income taxes and permanent tax differences.
Current wording
The effective income tax rate for the three months ended September 30, 2025 and September 30, 2024 is 18.5% and 17.1%, respectively. The difference between the effective income tax rate for the three months ended September 30, 2025 and the statutory income tax rate of 21% is primarily due to the estimated R&D credit, state income taxes and permanent tax differences. The difference between the effective income tax rate for the three months ended September 30, 2024 and the statutory income tax rate of 21% is primarily due to estimated R&D credit, state income taxes and permanent tax differences.
Previous wording
(Benefit)/provision for income taxes for the six months ended June 30, 2025 was $(1,296,718) compared to a provision for income taxes of $381,044 for the six months ended June 30, 2024, a benefit increase of $1,677,762 or 440.3% is primarily the result of the change in income for the period.
Current wording
(Benefit)/provision for income taxes for the nine months ended September 30, 2025 was $(1,043,373) compared to a provision for income taxes of $535,634 for the nine months ended September 30, 2024, a benefit increase of $1,579,007 or 294.8% is primarily the result of the change in net income for the period.
Previous wording
The effective income tax rate for the three months ended June 30, 2025 and June 30, 2024 is 44.7% and 19.5%, respectively. The difference between the effective income tax rate for the three months ended June 30, 2025, and the statutory income tax rate of 21% is primarily due to the change in income and the relative impact of the estimated R&D credit, state income taxes and permanent tax differences.
Current wording
The effective income tax rate for the nine months ended September 30, 2025 and September 30, 2024 is 40.5% and 18.7%, respectively. The difference between the effective income tax rate for the nine months ended September 30, 2025 and the statutory income tax rate of 21% is primarily due to the estimated R&D credit, state income taxes and permanent tax differences. The difference between the effective income tax rate for the nine months ended September 30, 2024 and the statutory income tax rate of 21% is primarily due to estimated R&D credit, state income taxes and permanent tax differences.
Previous wording
Net (Loss)/Income and Earnings per Share
Current wording
Net Income/(Loss) and Earnings per Share
Previous wording
Net (loss) income for the six months ended June 30, 2025 was $(2,648,883) or $(0.21) per basic share, compared to net income of $1,578,184 or $0.13 per basic share, for the same period last year. Diluted (loss) per share was $(0.21) for the six months ended June 30, 2025 calculated utilizing 12,728,209 weighted average shares outstanding. Diluted income per share was $0.12 for the six months ended June 30, 2024 calculated utilizing 12,656,753 weighted average shares outstanding. The decrease in net income was primarily driven by a decrease in gross profit.
Current wording
Net income for the three months ended September 30, 2025 was $1,113,692 or $0.09 per basic share using 12,763,486 weighted average basic shares outstanding, compared to net income of $749,677 or $0.06 per basic share using 12,647,023 weighted average basic shares outstanding, for the same period last year. Diluted income per share was $0.09 for the three months ended September 30, 2025 calculated utilizing 12,818,191 weighted average shares outstanding. Diluted income per share was $0.06 for the three months ended September 30, 2024 calculated utilizing 12,717,128 weighted average shares outstanding. The increase in net income was primarily driven by decreases in selling, general and administrative expenses and interest expense.
Previous wording
Net (loss) income for the three months ended June 30, 2025 was $(1,324,959) or $(0.10) per basic share, compared to net income of $1,409,946 or $0.11 per basic share, for the same period last year. Diluted (loss) per share was $(0.10) for the three months ended June 30, 2025 calculated utilizing 12,748,869 weighted average shares outstanding. Diluted income per share was $0.11 for the three months ended June 30, 2024 calculated utilizing 12,554,153 weighted average shares outstanding. The decrease in net income was primarily driven by a decrease in gross profit.
Current wording
Net (loss) income for the nine months ended September 30, 2025 was $(1,535,191) or $(0.12) per basic share using 12,740,097 weighted average basic shares outstanding, compared to net income of $2,327,861 or $0.19 per basic share using 12,559,876 weighted average basic shares outstanding, for the same period last year. Diluted (loss) per share was $(0.12) for the nine months ended September 30, 2025 calculated utilizing 12,740,097 weighted average shares outstanding. Diluted income per share was $0.18 for the nine months ended September 30, 2024 calculated utilizing 12,650,340 weighted average shares outstanding. The decrease in net income was primarily driven by a decrease in gross profit offset by the benefit increase in income taxes.
Previous wording
At June 30, 2025, we had working capital of $13,066,383 compared to $17,122,111 at December 31, 2024, a decrease of $4,055,728 or 23.7%. The decrease was driven primarily by a decrease in cash.
Current wording
At September 30, 2025, we had working capital of $15,836,054 compared to $17,122,111 at December 31, 2024, a decrease of $1,286,057 or 7.5%. The decrease was driven primarily by a decrease in cash and accrued liabilities offset by increases in accounts payable, accounts receivable, contract assets and current portion of line of credit.
Previous wording
Because ASC 606 requires us to use estimates in determining revenue, costs and profits and in assigning the amounts to accounting periods, there can be a significant disparity between earnings (both for accounting and tax purposes) as reported and actual cash that we receive during any reporting period. Accordingly, it is possible that we may have a shortfall in our cash flow and may need to borrow money or take steps to defer cash outflows until the reported earnings materialize into actual cash receipts.
Current wording
Because ASC 606 requires us to use estimates in determining revenue, costs and profits and in assigning the amounts to accounting periods, there can be a significant disparity between earnings as reported and actual cash that we receive during any reporting period. Accordingly, it is possible that we may have a shortfall in our cash flow and may need to borrow money or take steps to defer cash outflows until the reported earnings materialize into actual cash receipts.
Previous wording
At June 30, 2025, we had cash of $674,481 compared to $5,490,963 at December 31, 2024, a decrease of $4,816,482 or 87.7%. This decrease was primarily the result of cash flow used in operating activities and repayment of debt.
Current wording
At September 30, 2025, we had cash of $546,591 compared to $5,490,963 at December 31, 2024, a decrease of $4,944,372 or 90%. This decrease was primarily the result of cash flow used in operating activities and repayment of debt.
Previous wording
On March 24, 2016, the Company entered into an Amended and Restated Credit Agreement with the lenders named therein and BankUnited N.A. as Sole Arranger, Agent and Collateral Agent (as amended from time to time, the “Credit Agreement” or the “BankUnited Facility”). The Credit Agreement originally provided for a revolving credit loan commitment of $30 million (the “Revolving Loan”) and a $10 million term loan (“Term Loan”). The Revolving Loan bears interest at a rate as defined in the Credit Agreement.
Current wording
On March 24, 2016, the Company entered into the Amended and Restated Credit Agreement with the lenders named therein and BankUnited N.A. as Sole Arranger, Agent and Collateral Agent (as amended from time to time, the “Credit Agreement” or the “BankUnited Facility”). The BankUnited Facility originally provided for a revolving credit loan commitment of $30 million (the “Revolving Credit Loans”) and a $10 million term loan (“Term Loan”). The Term Loan has been repaid. The Revolving Loan bears interest at a rate based upon a pricing grid, as defined in the Credit Agreement.
Previous wording
On February 20, 2024, the Company entered into a Thirteenth Amendment to the Credit Agreement (the “Thirteenth Amendment”). Under the Thirteenth Amendment, the parties amended the Credit Agreement by (a) extending the maturity date of the Company’s existing revolving line of credit to August 31, 2025; and (b) setting the aggregate maximum principal amount of all revolving line of credit loans to $19,800,000 from January 1, 2024 through March 31, 2024, $19,080,000 from April 1, 2024 through June 30, 2024, $18,360,000 from July 1, 2024 through September 30, 2024, $17,640,000 from October 1, 2024 through December 31, 2024, $16,920,000 from January 1, 2025 through March 31, 2025, $16,200,000 from April 1, 2025 through June 30, 2025 and $15,480,000 from July 1, 2025 onward, and for payments to be made by the Company to comply therewith (if any such payments are necessary), on the first day of each such period.
Current wording
On February 20, 2024, the Company entered into a Thirteenth Amendment to the Credit Agreement (the “Thirteenth Amendment”). Under the Thirteenth Amendment, the parties amended the Credit Agreement by (a) extending the maturity date of the Company’s Revolving Credit Loans to August 31, 2025; and (b) setting the aggregate maximum principal amount of all revolving line of credit loans to $19,800,000 from January 1, 2024 through March 31, 2024, $19,080,000 from April 1, 2024 through June 30, 2024, $18,360,000 from July 1, 2024 through September 30, 2024, $17,640,000 from October 1, 2024 through December 31, 2024, $16,920,000 from January 1, 2025 through March 31, 2025, $16,200,000 from April 1, 2025 through June 30, 2025 and $15,480,000 from July 1, 2025 onward, and for payments to be made by the Company to comply therewith (if any such payments are necessary), on the first day of each such period.
Previous wording
On November 13, 2024, the Company entered into a Fourteenth Amendment to the Credit Agreement (the “Fourteenth Amendment”). Under the Fourteenth Amendment, the parties amended the Credit Agreement by: (i) extending the maturity date of the Company’s existing revolving line of credit (the “Revolving Credit Loans”) to August 31, 2026; (ii) reducing the Base Rate Margin (as defined in the Credit Agreement) from 3.50% to 2.0%; (iii) resetting the aggregate maximum principal amount of all Revolving Credit Loans to $16,890,000 from January 1, 2025 through March 31, 2025, $16,140,000 from April 1, 2025 through June 30, 2025, $15,390,000 from July 1, 2025 through September 30, 2025, $14,640,000 from October 1, 2025 through December 31, 2025, $13,890,000 from January 1, 2026 through March 31, 2026, $13,140,000 from April 1, 2026 through June 30, 2026, and $12,390,000 from July 1, 2026 onward and for payments to be made by the Company to comply therewith (if any such payments are necessary), on the first day of each such period; and (iv) requiring the Company, if it does not deliver to BankUnited, N.A. by December 31, 2025, a commitment letter with banks and terms and conditions reasonably acceptable to the Lenders for refinancing the obligations under the Credit Agreement, to make a payment by January 31, 2026, equal to 2% of the aggregate outstanding principal amount of the Revolving Credit Loans as of December 31, 2025, with 50% of such payment applied to reduce the aggregate outstanding principal and the remaining 50% retained by the Lenders as an amendment fee with respect to the Fourteenth Amendment.
Current wording
On November 13, 2024, the Company entered into a Fourteenth Amendment to the Credit Agreement (the “Fourteenth Amendment”). Under the Fourteenth Amendment, the parties amended the Credit Agreement by: (i) extending the maturity date of the Company’s Revolving Credit Loans to August 31, 2026; (ii) reducing the Base Rate Margin (as defined in the Credit Agreement) from 3.50% to 2.0%; (iii) resetting the aggregate maximum principal amount of all Revolving Credit Loans to $16,890,000 from January 1, 2025 through March 31, 2025, $16,140,000 from April 1, 2025 through June 30, 2025, $15,390,000 from July 1, 2025 through September 30, 2025, $14,640,000 from October 1, 2025 through December 31, 2025, $13,890,000 from January 1, 2026 through March 31, 2026, $13,140,000 from April 1, 2026 through June 30, 2026, and $12,390,000 from July 1, 2026 onward and for payments to be made by the Company to comply therewith (if any such payments are necessary), on the first day of each such period; and (iv) requiring the Company, if it does not deliver to BankUnited, N.A. by December 31, 2025, a commitment letter with banks and terms and conditions reasonably acceptable to the Lenders for refinancing the obligations under the Credit Agreement, to make a payment by January 31, 2026, equal to 2% of the aggregate outstanding principal amount of the Revolving Credit Loans as of December 31, 2025, with 50% of such payment applied to reduce the aggregate outstanding principal and the remaining 50% retained by the Lenders as an amendment fee with respect to the Fourteenth Amendment (the “Additional Payment Obligation”).
Previous wording
The Credit Agreement, as amended, requires 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 (collectively, the “Financial Covenants”). As of March 31, 2025, the Company was not in compliance with the Financial Covenants described in items (a), (c) and (d) above and the Company obtained a written waiver from the Lenders waiving the specified covenant non-compliance for the fiscal quarter ended March 31, 2025. As of June 30, 2025, the Company was not in compliance with all of the Financial Covenants. In addition, the Company did not satisfy the July 1, 2025 mandatory repayment requirement under the Credit Agreement (the “July 2025 Payment Obligation”), On August 14, 2025, the Company obtained a written waiver from the Lenders pursuant to which the Lenders (i) waived the Financial Covenant non-compliance for the fiscal quarter ended June 30, 2025 and (ii) temporarily waived non-compliance with the July 2025 Payment Obligation until September 30, 2025. The waiver is limited strictly to its terms and does not constitute a waiver or modification of any other provision of the Credit Agreement. A copy of the August 14, 2025 waiver letter is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q. Although the waivers cured the defaults for the first and second quarters, failure to comply with the financial covenants in future periods or make mandatory repayments could result in additional events of default, and unless further waivers or amendments are obtained, of which there is no assurance, future non-compliance could permit the Lenders to accelerate the Company’s outstanding obligations under the Credit Agreement and exercise other remedies available under the loan documents. The Company continues to monitor its financial performance and covenant compliance and may seek further waivers or amendments if necessary.
Current wording
As of March 31, 2025, the Company was not in compliance with the Credit Agreement’s minimum debt service coverage ratio, minimum fiscal quarter net income after taxes, and minimum quarterly adjusted EBITDA financial covenants and the Company obtained a written waiver from the Lenders waiving the specified covenant non-compliance for the fiscal quarter ended March 31, 2025.
Previous wording
On August 19, 2025, the Company entered into a Fifteenth Amendment to the Credit Agreement (the “Fifteenth Amendment”). The amendment revised certain covenants to reflect specified adjustments for the quarter ended March 31, 2025 and for the quarter ended June 30, 2025. These covenant-based adjustments were designed to offset the effect of the termination of the A-10 Program on the Company’s compliance with its financial covenants. As a result of the Fifteenth Amendment, in accordance with ASC-470, the Company determined that it is reasonably possible it will meet its covenants within the next twelve months. A copy of the Fifteenth Amendment is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q.
Current wording
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 Company’s Boeing A-10 Program on covenant compliance.
Showing the first 40 of 43 pairs. Open the source sections for the rest.
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Appointment of Interim Chief Financial Officer
Current report — wording carried from elsewhere
As of June 30, 2025, the Company was not in compliance with all the Credit Agreement’s financial covenants. In addition, the Company did not satisfy the July 1, 2025 mandatory repayment requirement under the Credit Agreement (the “July 2025 Payment Obligation”). On August 14, 2025, the Company obtained a written waiver from the Lenders pursuant to which the Lenders (i) waived the financial covenant non-compliance for the fiscal quarter ended June 30, 2025 and (ii) temporarily waived non-compliance with the July 2025 Payment Obligation until September 30, 2025.
Current report — wording carried from elsewhere
The Credit Agreement, as amended, requires 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 (collectively, the “Financial Covenants”). In accordance with ASC 470, the Company has determined that it is reasonably possible it will meet its covenants within the next 12 months.
Current report — wording carried from elsewhere
Although waivers and Credit Agreement amendments cured the events of defaults described above, the Company’s failure to comply with the financial covenants in future periods or make mandatory repayments could result in additional events of default, and unless further waivers or amendments are obtained, of which there is no assurance, future non-compliance could permit the Lenders to accelerate the Company’s outstanding obligations under the Credit Agreement and exercise other remedies available under the loan documents. The Company continues to monitor its financial performance and covenant compliance and may seek further waivers or amendments, if necessary.