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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 22, 2026

 

TECHPRECISION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-41698   51-0539828

(State or Other Jurisdiction

of Incorporation or Organization)

  (Commission File Number)   (IRS Employer Identification No.)

 

1 Bella Drive

Westminster, MA 01473

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code: (978) 874-0591

 

Securities registered or to be 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, par value $0.0001 per share   TPCS   Nasdaq Capital Market

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   
¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   
¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   
¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On June 22, 2026, TechPrecision Corporation issued a press release announcing its financial results for the three months and fiscal year ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits

 

Exhibit
Number
  Description
99.1   Press Release dated June 22, 2026
104   Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)

 

 


 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TECHPRECISION CORPORATION
     
Date: June 22, 2026 By: /s/ Phillip E. Podgorski
  Name: Phillip E. Podgorski
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 tm2618463d1_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Company Contact: Investor Relations Contact:
Phillip Podgorski Hayden IR
Chief Financial Officer Brett Maas
TechPrecision Corporation Phone: 646-536-7331
Phone: 978-874-0591 Email: brett@haydenir.com
Email: podgorskip@Ranor.com Website: www.haydenir.com
Website: www.TechPrecision.com  

 

FOR IMMEDIATE RELEASE

 

TechPrecision Corporation Reports Fiscal Year 2026 Fourth Quarter and Year End Financial Results

 

The Company achieves gross margin expansion of 300 bps for the fiscal 2026 full year period.

FY 2027 guidance – Revenue growth +10% to $35.0M-$37.0M, EBITDA growth +80% to $3.0M-$4.0M

 

 

Westminster, MA – June 22, 2026– TechPrecision Corporation (NASDAQ: TPCS) (“TechPrecision” or “the Company”), a custom manufacturer of precision, large-scale fabrication components and precision, large-scale machined metal structural components, today reported financial results for the fourth quarter and fiscal year ended March 31, 2026. The components that we manufacture are customer designed and sold to customers in the defense and precision industrial markets. We have two wholly owned subsidiaries that are each reportable segments, Ranor and Stadco.

 

Management will host a conference call on Monday, June 22, 2026, at 4.30 p.m. ET, to discuss our financial results for the fiscal year ended March 31, 2026.

 

“For the fiscal year 2026, consolidated gross profit increased by 15% and our consolidated gross margin expanded by 300 basis points as the Company implemented a strategic project mix change at Stadco, resulting in reduced revenue with higher margin drop-through.,” stated Alexander Shen, TechPrecision’s Chief Executive Officer.

 

“Our Ranor segment executed on a favorable project mix with improved gross margin and gross profit for fiscal 2026,” stated Mr. Shen. “Stadco cost of revenue dropped by more than $1.0 million year-over-year with a strategic drive to improve customer and project mix.

 

“As a result of strategically improved customer and project mix at both business segments, our net loss improved by more than $1.0 million year-over-year with equal EBITDA improvement,” stated Alexander Shen, TechPrecision’s Chief Executive Officer.

 

“Customer confidence remains high with our funded backlog reaching $52.1 million as of March 31, 2026, with approximately $25 million of additional unfunded purchase orders,” Mr. Shen continued. “We expect to deliver this backlog over the next one to three fiscal years with expectations for gross margin improvement throughout the period.”

 

“For Fiscal 2027, the Company is projecting double-digit revenue growth and resulting EBITDA as we continue to execute on the strategic customer and project mix plan. 2027 Full year consolidated revenue is projected to be between $35.0 million - $37.0 million with EBITDA of $3.0 million - $4.0 million,” stated Alexander Shen, TechPrecision’s Chief Executive Officer.

 

The following summary compares the three and twelve months ended March 31, 2026 to the same prior year period:

 

Consolidated Financial Results - Fiscal 2026 Three Months Ended March 31, 2026

 

· Revenue was $8.1 million, a 15% decrease on a changing project mix at both segments.
· Cost of revenue was $7.0 million, or a 6% decrease in lower manufacturing costs.  

 

 


 

· Gross profit was $1.1 million, a decrease of 47% primarily on lower revenue at Stadco.
· SG&A decreased by 24% primarily on a decrease in professional fees and services.
· Operating loss was $0.2 million, due primarily to the lower margin drop-through.
· Interest expense decreased 25%, due to lower amortized debt issue costs and lower interest incurred on loans.
· Net loss was $0.4 million, compared with net income of $0.1 million in the same period a year ago.  

 

Consolidated Financial Results - Fiscal 2026 Twelve Months Ended March 31, 2026

 

· Revenue was $31.6 million, a 7% decrease on a favorable but different mix of customer projects.
· Cost of revenue was $26.7 million, or a 10% decrease on lower revenue but improving manufacturing process.
· Gross profit was $5.0 million, an increase of 15% driven by improved operating performance.
· SG&A decreased by 7% as a decrease in professional fees more than offset an increase in compensation.
· Operating loss narrowed to $1.1 million, primarily on improved margin drop-through.
· Interest expense decreased by 10%, due to lower amortization and interest cost incurred on loans.
· Net loss was $1.6 million, a decrease of 41% when compared with the same period a year ago.  

 

Financial Position

 

On March 31, 2026 and March 31, 2025, the Company had approximately $0.4 million and $0.2 million in cash, respectively. Working capital was negative $0.4 million on March 31, 2026 and debt totaled $6.9 million. Working capital was negative $1.6 million and total debt was $7.4 million on March 31, 2025. Negative working capital reflects required classification of all debt obligations as current due to debt covenant violations.

 

Conference Call

 

The Company will hold a conference call at 4:30 p.m. Eastern (U.S.) time on Monday, June 22, 2026. To participate in the live conference call, please dial 1-888-506-0062 five to 10 minutes prior to the scheduled conference call time. International callers should dial 1-973-528-0011. When prompted, reference TechPrecision and enter code 542825.

A replay will be available until July 6, 2026. To access the replay, dial 1-877-481-4010 or 1-919-882-2331. When prompted, enter Conference Passcode 54132.

 

The call will also be available over the Internet and accessible at: https://www.webcaster5.com/Webcast/Page/2198/54132.

 

About TechPrecision Corporation

 

TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco, is a custom manufacturer of precision, large-scale fabrication components and precision, large-scale machined metal structural components. The manufacturing operations of our Ranor subsidiary are situated on approximately 65 acres in North Central Massachusetts. Leveraging our 145,000 square foot facilities, Ranor provides a full range of custom solutions to transform material into precision finished welded components and precision finished machined components up to 100 tons: manufacturing engineering, materials management and traceability, high-precision heavy fabrication (in-house fabrication operations include cutting, press and roll forming, welding, heat treating, assembly, blasting and painting), heavy high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including portable CMM, NonDestructive Testing, and final packaging.

 

All manufacturing at Ranor is performed in accordance with customer requirements. Ranor is an ISO 9001:2015 certificate holder. Ranor is a US defense-centric company with over 95% of its revenue in the defense sector. Ranor is registered and compliant with ITAR.

 

 


 

The manufacturing operations of our Stadco subsidiary are situated in an industrial self-contained multi-building complex comprised of approximately 183,000 square feet under roof in Los Angeles, California. Stadco manufactures large mission-critical components on several high-profile military aircraft, military helicopter, and military space programs. Stadco has been a critical supplier to a blue-chip customer base that includes some of the largest OEMs and prime contractors in the defense and aerospace industries. Stadco also manufactures tooling, molds, fixtures, jigs and dies used in the production of defense-centric aircraft components.

 

Our Stadco subsidiary, similar to Ranor, provides a full range of custom solutions: manufacturing engineering, materials management and traceability, high-precision fabrication (in-house fabrication operations include waterjet cutting, press forming, welding, and assembly) and high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including both fixed and portable CMM NonDestructive Testing, and final packaging. In addition, Stadco features a large electron beam welding cell, and two NonDestructive Testing work cells, a unique mission-critical technology set.

 

All manufacturing at Stadco is performed in accordance with customer requirements. Stadco is an AS 9100 D and ISO 9001:2015 certificate holder and a NADCAP NonDestructive Testing certificate holder. Stadco is a US defense-centric company with over 95% of its revenue in the defense sector. Stadco is registered and compliant with ITAR.

 

To learn more about the Company, please visit the corporate website at http://www.techprecision.com. Information on the Company's website or any other website does not constitute a part of this press release.

 

Safe Harbor Statement

 

This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary companies. All statements other than statements of current or historical fact contained in this press release, including statements that express our intentions, plans, objectives, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “prospects,” “will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These statements are based on current expectations, estimates and projections made by management about our business, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements due to numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risks and uncertainties arising from: our reliance on individual purchase orders, rather than long-term contracts, to generate revenue; our ability to balance the composition of our revenues and effectively control operating expenses; external factors that may be outside our control, including health emergencies, like epidemics or pandemics, the conflicts in Eastern Europe and the Middle East, price inflation, interest rate increases and supply chain inefficiencies; the availability of appropriate financing facilities impacting our operations, financial condition and/or liquidity; our ability to receive contract awards through competitive bidding processes; our ability to maintain standards to enable us to manufacture products to exacting specifications; our ability to enter new markets for our services; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in the markets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions in our ability to operate our business due to our outstanding indebtedness; government tariffs, regulations and requirements; pricing and business development difficulties; changes in government spending on national defense; our ability to make acquisitions and successfully integrate those acquisitions with our business; our failure to maintain effective internal controls over financial reporting; general industry and market conditions and growth rates; and other risks discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). Any forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this press release, except as required by applicable law. Investors should evaluate any statements made by us in light of these important factors.

 

 


 

TECHPRECISION CORPORATION

CONSOLIDATED BALANCE SHEETS

 

    March 31,     March 31,  
  2026     2025  
(in thousands, except share and per share data)   (unaudited)        
ASSETS                
Current assets:                
Cash   $ 431     $ 195  
Accounts receivable, less allowances of $0 and $53, on March 31, 2026 and 2025     2,488       2,192  
Contract assets     10,808       9,587  
Raw materials     1,927       1,800  
Work-in-process     1,027       1,082  
Other current assets     1,045       490  
Total current assets     17,726       15,346  
Property, plant and equipment, net     10,874       13,791  
Right of use asset, net     3,550       4,268  
Other noncurrent assets     122       122  
Total assets   $ 32,272     $ 33,527  
LIABILITIES AND STOCKHOLDERS’ EQUITY:                
Current liabilities:                
Accounts payable   $ 2,415     $ 2,437  
Accrued expenses     3,868       3,685  
Income taxes payable     31       ---  
Contract liabilities     2,917       1,040  
Customer deposits     1,252       1,631  
Current portion of long-term lease liability     800       770  
Current portion of long-term debt, net     6,884       7,353  
Total current liabilities     18,167       16,916  
Long-term equipment financing     ---       3  
Long-term lease liability     2,864       3,638  
Other noncurrent liability     3,568       4,230  
Total liabilities     24,599       24,787  
Stockholders’ Equity:                
Common stock - par value $.0001 per share, 50,000,000 shares authorized:  Shares issued and outstanding: March 31, 2026 – 10,078,381 and 10,024,469; March 31, 2025 – 9,761,825 and 9,751,825.     1       1  
Additional paid in capital     19,482       18,885  
Accumulated deficit     (11,810 )     (10,146 )
Total stockholders’ equity     7,673       8,740  
Total liabilities and stockholders’ equity   $ 32,272     $ 33,527  

 

 


 

TECHPRECISION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

 

    Three Months Ended March 31,     Twelve Months Ended March 31,  
(in thousands, except share and per share data)   2026     2025     2026     2025  
Revenue   $ 8,084     $ 9,476     $ 31,644     $ 34,031  
Cost of revenue     6,979       7,391       26,669       29,702  
Gross profit     1,105       2,085       4,975       4,329  
Selling, general and administrative     1,299       1,718       6,041       6,487  
(Loss) income from operations     (194 )     367       (1,067 )     (2,158 )
Other income     (83 )     (108 )     (81 )     (51 )
Interest expense     (111 )     (149 )     (485 )     (541 )
Total other expense, net     (194 )     (257 )     (566 )     (592 )
(Loss) income before income taxes     (388 )     110       (1,633 )     (2,750 )
Income tax expense     31       (2 )     31       (2 )
Net (loss) income   $ (419 )   $ 112     $ (1,664 )   $ (2,748 )
Net (loss) income per share - basic   $ (0.04 )   $ 0.01     $ (0.17 )   $ (0.29 )
Net (loss) income per share - diluted   $ (0.04 )   $ 0.01     $ (0.17 )   $ (0.29 )
Weighted average shares outstanding – basic     10,011,572       9,671,658       9,912,839       9,459,164  
Weighted average shares outstanding – diluted     10,011,572       9,877,432       9,912,839       9,459,164  

 

 


 

TECHPRECISION CORPORATION

REVENUE, COST OF REVENUE, GROSS PROFIT BY SEGMENT (unaudited)

 

Three months ended:   March 31, 2026     March 31, 2025     Changes  
          Percent of           Percent of              
(dollars in thousands)   Amount     Revenue     Amount     Revenue     Amount     Percent  
Revenue                                                
Ranor   $ 3,914       48 %   $ 4,684       49 %   $ (770 )     (16 )%
Stadco     4,170       52 %     4,859       51 %     (689 )     (14 )%
Intersegment elimination     --       -- %     (67 )     -- %     67       100 %
Consolidated Revenue   $ 8,084       100 %   $ 9,476       100 %   $ (1,392 )     (15 )%
Cost of revenue                                                
Ranor   $ 2,837       35 %   $ 3,408       35 %   $ (571 )     (17 )%
Stadco     4,142       51 %     4,050       43 %     92       2 %
Intersegment elimination     --       -- %     (67 )     -- %     67       100 %
Consolidated Cost of revenue   $ 6,979       86 %   $ 7,391       78 %   $ (412 )     (6 )%
Gross profit (loss)                                                
Ranor   $ 1,077       13 %   $ 1,275       13 %   $ (198 )     (16 )%
Stadco     28       1 %     810       9 %     (782 )     (97 )%
Consolidated Gross profit   $ 1,105       14 %   $ 2,085       22 %   $ (980 )     (47 )%

 

Twelve months ended   March 31, 2026     March 31, 2025     Changes  
          Percent of           Percent of              
(dollars in thousands)   Amount     Revenue     Amount     Revenue     Amount     Percent  
Revenue                                                
Ranor   $ 16,946       54 %   $ 18,165       53 %   $ (1,219 )     (7 )%
Stadco     15,306       48 %     15,998       47 %     (692 )     (4 )%
Intersegment elimination     (608 )     (2 )%     (132 )     --- %     (476 )     (360 )%
Consolidated Revenue   $ 31,644       100 %   $ 34,031       100 %   $ (2,387 )     (7 )%
Cost of Revenue                                                
Ranor   $ 11,119       35 %   $ 12,623       37 %   $ (1,504 )     (12 )%
Stadco     16,158       51 %     17,211       50 %     (1,053 )     (6 )%
Intersegment elimination     (608 )     (2 )%     (132 )     --- %     (476 )     (360 )%
Consolidated Cost of Revenue   $ 26,669       84 %   $ 29,702       87 %   $ (3,033 )     (10 )%
Gross Profit (Loss)                                                
Ranor   $ 6,324       20 %   $ 5,674       16 %   $ 650       11 %
Stadco     (1,349 )     (4 )%     (1,345 )     (3 )%     (4 )     (---) %
Consolidated Gross profit   $ 4,975       16 %   $ 4,329       13 %   $ 646       15 %

 

 


 

TECHPRECISION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

 

    Years Ended March 31,  
(dollars in thousands)   2026     2025  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (1,664 )   $ (2,748 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
Depreciation and amortization     2,794       2,796  
Amortization of debt issuance costs     70       103  
Write-off debt issuance costs     83       ---  
Loss on disposal of equipment     ---       1  
Stock based compensation     635       103  
Change in contract loss provision     (106 )     170  
Change in allowance for doubtful accounts     53       (31 )
Stock based acquisition termination fee     ---       419  
Changes in operating assets and liabilities:                
Accounts receivable     (349 )     210  
Contract assets     (1,222 )     (1,060 )
Work-in-process and raw materials     (72 )     368  
Other current assets     (555 )     74  
Accounts payable     (22 )     1,029  
Accrued expenses     (506 )     (364 )
Income taxes payable     31       ---  
Contract liabilities and customer deposits     1,498       (1,117 )
Other noncurrent liabilities     (662 )     (552 )
Net cash provided by (used in) operating activities     6       (599 )
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchases of property, plant, and equipment     (3,265 )     (4,122 )
Reimbursements for purchases of fixed assets     4,133       3,041  
Net cash provided by (used in) investing activities     868       (1,081 )
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from revolver loan     18,236       13,876  
Repayment of revolver loan     (17,940 )     (13,511 )
Proceeds from private placement     ---       2,299  
Private placement fees     ---       (247 )
Proceeds from equipment financing     ---       65  
Debt issuance costs     (239 )     (82 )
Principal payments for leases     (12 )     (9 )
Repayment of long-term debt     (683 )     (654 )
Net cash (used in) provided by financing activities     (638 )     1,737  
Net increase in cash     236       57  
Cash beginning of period     195       138  
Cash end of period   $ 431     $ 195  

 

EBITDA Non-GAAP Financial Measure (unaudited)

 

    March 31,     March 31,     Change  
(dollars in thousands)   2026     2025     Amount  
Net loss   $ (1,664 )   $ (2,748 )   $ 1,084  
Income tax expense (benefit)     31       (2 )     33  
Interest expense (1)     485       541       (56 )
Depreciation and amortization     2,794       2,796       (2 )
EBITDA   $ 1,646     $ 587     $ 1,059  
(1) Includes amortization of debt issue costs