8-K
Techprecision Corp (TPCS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securitiesand Exchange Act of 1934
Date of Report (Date of earliest event reported):November 13, 2025
TECHPRECISION
CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-41698 | 51-0539828 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>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<br> Stock, par value $0.0001 per share | TPCS | Nasdaq<br> 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<br> to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to<br> Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications<br> 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 November 13, 2025, TechPrecision Corporation issued a press release announcing its financial results for the three months ended September 30, 2025. 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 |
| --- | --- |
| ExhibitNumber | Description |
| --- | --- |
| 99.1 | Press Release dated November 13, 2025 |
| 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: November 13, 2025 | By: | /s/ Phillip E. Podgorski |
| Name: | Phillip E. Podgorski | |
| Title: | Chief Financial Officer |
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 Year2026 Second Quarter Financial Results
FY26 Q2 net income increases by $1.4 millionyear-over-year to $0.08 per share
Westminster,MA – November 13, 2025– 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 second quarter ended September 30, 2025. 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.
“Both Ranor and Stadco executed on a favorable project mix and improved gross margins and gross profit in the second quarter,” stated Alexander Shen, TechPrecision’s Chief Executive Officer. “We improved consolidated gross margin to 27% on $9.1 million in revenue in the second quarter of fiscal 2026, and consolidated gross profit totaled $2.5 million. Cost of revenue was lower at both Ranor and Stadco as a direct result of favorable mix at both segments.”
“Customer confidence remains high with our backlog reaching $47.8 million as of September 30, 2025,” 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.”
The following summary compares the three and six months ended September 30, 2025 to the same prior year period:
Consolidated Financial Results - Fiscal 2026Three Months Ended September 30, 2025
| · | Revenue was $9.1 million, a 2% increase primarily on higher revenue at Stadco. |
|---|---|
| · | Cost of revenue was $6.6 million, or a 16% decrease primarily on favorable product mix at Ranor and Stadco. |
| · | Gross profit was $2.5 million, an increase of $1.4 million driven by improved operating performance at both Ranor and Stadco. |
| · | SG&A was $1.5 million or 1% higher, as an increase in compensation slightly offset a decrease in advisory costs. |
| · | Operating income was $0.9 million in the second quarter of fiscal 2026, compared to a loss of $0.5 million in the same period a year ago, primarily due to improved margin drop-through. |
| · | Interest expense increased by 12%, due primarily to interest costs for our revolver loan borrowings. |
| · | Net income was $0.8 million, compared with net loss $0.6 million in the same period a year ago. |
Consolidated Financial Results - Fiscal 2026Six Months Ended September 30, 2025
| · | Revenue was $16.5 million, a 3% decrease primarily on lower revenue at Ranor. |
|---|---|
| · | Cost of revenue was $13.0 million, or a 17% decrease primarily on favorable product mix at Ranor and Stadco. |
| · | Gross profit was $3.5 million, an increase of $2.2 million driven by improved operating performance at both Ranor and Stadco. |
| · | SG&A was $3.0 million or 2% lower, primarily on a decrease in outside advisory costs. |
| · | Operating income was $0.5 million compared to a loss of $1.8 million in the same period a year ago, primarily due to improved margin drop-through. |
| · | Interest expense increased by 3%, due primarily to interest costs for our revolver loan borrowings. |
| · | Net income was $0.2 million, compared with net loss $2.1 million in the same period a year ago. |
Financial Position
On September 30, 2025 and March 31, 2025, the Company had approximately $0.2 million and $0.2 million in cash and cash equivalents, respectively. Working capital was $0.3 million on September 30, 2025 and debt totaled $7.3 million. Working capital was negative $1.7 million and total debt was $7.4 million on March 31, 2025.
Conference Call
The Company will hold a conference call at 4:30 p.m. Eastern (U.S.) time on Thursday, November 13, 2025. To participate in the live conference call, please dial 1-877-545-0523 five to 10 minutes prior to the scheduled conference call time. International callers should dial 1-973-528-0016. When prompted, reference TechPrecision and enter code 305080.
A replay will be available until November 27, 2025. To access the replay, dial 1-877-481-4010 or 1-919-882-2331. When prompted, enter Conference Passcode 53138.
The call will also be available over the Internet and accessible at: https://www.webcaster5.com/Webcast/Page/2198/53138.
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco, 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-lookingstatements” relating to the business of the Company and its subsidiary companies. All statements other than statements of currentor 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-lookingstatements. 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 identifyforward-looking statements. These statements are based on current expectations, estimates and projections made by management about ourbusiness, our industry and other conditions affecting our financial condition, results of operations or business prospects. These statementsare not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actualoutcomes and results may differ materially from what is expressed or forecasted in, or implied by, the forward-looking statements dueto numerous risks and uncertainties. Factors that could cause such outcomes and results to differ include, but are not limited to, risksand uncertainties arising from: our reliance on individual purchase orders, rather than long-term contracts, to generate revenue; ourability to balance the composition of our revenues and effectively control operating expenses; external factors that may be outside ourcontrol, 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 maintainstandards to enable us to manufacture products to exacting specifications; our ability to enter new markets for our services; our relianceon a small number of customers for a significant percentage of our business; competitive pressures in the markets we serve; changes inthe availability or cost of raw materials and energy for our production facilities; restrictions in our ability to operate our businessdue 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 withour business; our failure to maintain effective internal controls over financial reporting; general industry and market conditions andgrowth rates; and other risks discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commissionand available on its website (www.sec.gov). Any forward-looking statements speak only as of the date on which they are made, and we undertakeno obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that may arise after thedate of this press release, except as required by applicable law. Investors should evaluate any statements made by us in light of theseimportant factors.
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | |||||
| (in thousands, except per share data) | 2025 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 220 | $ | 195 | ||
| Accounts receivable, less allowances of 0 and 22, on September 30 and March 31, 2025 | 3,102 | 2,192 | |||
| Contract assets | 10,132 | 9,587 | |||
| Raw materials | 2,525 | 1,800 | |||
| Work-in-process | 1,197 | 1,082 | |||
| Other current assets | 552 | 490 | |||
| Total current assets | 17,728 | 15,346 | |||
| Property, plant and equipment, net | 12,091 | 13,791 | |||
| Right of use asset, net | 3,902 | 4,268 | |||
| Other noncurrent assets | 122 | 122 | |||
| Total assets | 33,843 | $ | 33,527 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | |||||
| Current liabilities: | |||||
| Accounts payable | 3,122 | $ | 2,437 | ||
| Accrued expenses | 3,268 | 3,685 | |||
| Contract liabilities | 1,442 | 1,040 | |||
| Customer deposits | 1,631 | 1,631 | |||
| Current portion of long-term lease liability | 782 | 770 | |||
| Current portion of long-term debt, net | 7,199 | 7,353 | |||
| Total current liabilities | 17,444 | 16,916 | |||
| Long-term equipment financing | — | 3 | |||
| Long-term lease liability | 3,246 | 3,638 | |||
| Other noncurrent liability | 4,046 | 4,230 | |||
| Total liabilities | 24,736 | 24,787 | |||
| Stockholders’ Equity: | |||||
| Common stock - par value .0001 per share, 50,000,000 shares authorized: Shares issued and outstanding: September 30, 2025 – 9,952,950 and 9,947,950, respectively. Shares issued and outstanding: March 31, 2025 – 9,761,825 and 9,751,825, respectively. | 1 | 1 | |||
| Additional paid in capital | 19,024 | 18,885 | |||
| Accumulated deficit | (9,918 | ) | (10,146 | ) | |
| Total stockholders’ equity | 9,107 | 8,740 | |||
| Total liabilities and stockholders’ equity | 33,843 | $ | 33,527 |
All values are in US Dollars.
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | 2025 | 2024 | ||||||||
| Revenue | $ | 9,086 | $ | 8,946 | $ | 16,465 | $ | 16,932 | ||||
| Cost of revenue | 6,628 | 7,932 | 12,977 | 15,679 | ||||||||
| Gross profit | 2,458 | 1,014 | 3,488 | 1,253 | ||||||||
| Selling, general and administrative | 1,516 | 1,502 | 3,009 | 3,082 | ||||||||
| Income (loss) from operations | 942 | (488 | ) | 479 | (1,829 | ) | ||||||
| Other income | 1 | --- | 2 | 13 | ||||||||
| Interest expense | (118 | ) | (113 | ) | (253 | ) | (245 | ) | ||||
| Total other expense | (117 | ) | (113 | ) | (251 | ) | (232 | ) | ||||
| Income (loss) before income taxes | 825 | (601 | ) | 228 | (2,061 | ) | ||||||
| Income tax expense | --- | --- | --- | --- | ||||||||
| Net income (loss) | $ | 825 | $ | (601 | ) | $ | 228 | $ | (2,061 | ) | ||
| Net income (loss) per share - basic and diluted | $ | 0.08 | $ | (0.06 | ) | $ | 0.02 | $ | (0.22 | ) | ||
| Weighted average shares outstanding: basic | 9,874,627 | 9,568,660 | 9,816,556 | 9,279,967 | ||||||||
| diluted | 10,155,565 | 9,568,660 | 10,029,167 | 9,279,967 |
TECHPRECISION CORPORATION
REVENUE, COST OF REVENUE, GROSS PROFIT BY SEGMENT
| Three months ended: | September 30, 2025 | September 30, 2024 | Changes | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Percent of | Percent of | |||||||||||||||||
| (dollars in thousands) | Amount | Revenue | Amount | Revenue | Amount | Percent | ||||||||||||
| Revenue | ||||||||||||||||||
| Ranor | $ | 4,373 | 48 | % | $ | 4,790 | 54 | % | $ | (417 | ) | (9 | )% | |||||
| Stadco | 4,819 | 53 | % | 4,223 | 47 | % | 596 | 14 | % | |||||||||
| Intersegment elimination | (106 | ) | (1 | )% | (67 | ) | (1 | )% | (39 | ) | (58 | )% | ||||||
| Consolidated Revenue | $ | 9,086 | 100 | % | $ | 8,946 | 100 | % | $ | 140 | 2 | % | ||||||
| Cost of revenue | ||||||||||||||||||
| Ranor | $ | 2,271 | 25 | % | $ | 3,272 | 37 | % | $ | (1,001 | ) | (31 | )% | |||||
| Stadco | 4,463 | 49 | % | 4,727 | 53 | % | (264 | ) | (6 | )% | ||||||||
| Intersegment elimination | (106 | ) | (1 | )% | (67 | ) | (1 | )% | (39 | ) | (58 | )% | ||||||
| Consolidated Cost of revenue | $ | 6,628 | 73 | % | $ | 7,932 | 89 | % | $ | (1,304 | ) | (16 | )% | |||||
| Gross profit | ||||||||||||||||||
| Ranor | $ | 2,208 | 24 | % | $ | 1,585 | 17 | % | $ | 623 | 39 | % | ||||||
| Stadco | 250 | 3 | % | (571 | ) | (6 | )% | 821 | 144 | % | ||||||||
| Consolidated Gross profit | $ | 2,458 | 27 | % | $ | 1,014 | 11 | % | $ | 1,444 | 143 | % | ||||||
| Six months ended: | September 30, 2025 | September 30, 2024 | Changes | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Percent of | Percent of | |||||||||||||||||
| (dollars in thousands) | Amount | Revenue | Amount | Revenue | Amount | Percent | ||||||||||||
| Revenue | ||||||||||||||||||
| Ranor | $ | 8,670 | 53 | % | $ | 9,172 | 54 | % | $ | (502 | ) | (5 | )% | |||||
| Stadco | 8,151 | 49 | % | 7,827 | 46 | % | 324 | 4 | % | |||||||||
| Intersegment elimination | (356 | ) | (2 | )% | (67 | ) | --- | % | (289 | ) | (431 | )% | ||||||
| Consolidated Revenue | $ | 16,465 | 100 | % | $ | 16,932 | 100 | % | $ | (467 | ) | (3 | )% | |||||
| Cost of revenue | ||||||||||||||||||
| Ranor | $ | 5,215 | 32 | % | $ | 6,417 | 38 | % | $ | (1,202 | ) | (19 | )% | |||||
| Stadco | 8,118 | 49 | % | 9,329 | 55 | % | (1,211 | ) | (13 | )% | ||||||||
| Intersegment elimination | (356 | ) | (2 | )% | (67 | ) | — | % | (289 | ) | (431 | )% | ||||||
| Consolidated Cost of revenue | $ | 12,977 | 79 | % | $ | 15,679 | 93 | % | $ | (2,702 | ) | (17 | )% | |||||
| Gross profit | ||||||||||||||||||
| Ranor | $ | 3,562 | 21 | % | $ | 2,822 | 16 | % | $ | 740 | 26 | % | ||||||
| Stadco | (74 | ) | --- | % | (1,569 | ) | (9 | )% | 1,495 | 95 | % | |||||||
| Consolidated Gross profit | $ | 3,488 | 21 | % | $ | 1,253 | 7 | % | $ | 2,235 | 179 | % |
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six Months Ended September 30, | ||||||
|---|---|---|---|---|---|---|
| (in thousands, except per share data) | 2025 | 2024 | ||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income (loss) | $ | 228 | $ | (2,061 | ) | |
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||
| Depreciation and amortization | 1,404 | 1,391 | ||||
| Amortization of debt issue costs | 38 | 38 | ||||
| Change in fair value of stock acquisition termination fee | --- | 419 | ||||
| Stock based compensation expense | 139 | 18 | ||||
| Change in contract loss provision | (136 | ) | 223 | |||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (910 | ) | (16 | ) | ||
| Contract assets | (545 | ) | (1,018 | ) | ||
| Work-in-process and raw materials | (840 | ) | (110 | ) | ||
| Other current assets | (62 | ) | 105 | |||
| Accounts payable | 685 | 1,741 | ||||
| Accrued expenses | (655 | ) | 208 | |||
| Contract liabilities | 402 | (1,271 | ) | |||
| Other noncurrent liabilities | (184 | ) | (92 | ) | ||
| Net cash used in operating activities | (436 | ) | (425 | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchases of property, plant, and equipment | (2,245 | ) | (1,622 | ) | ||
| Reimbursements for purchases of property, plant and equipment | 2,907 | 1,000 | ||||
| Net cash provided by (used in) investing activities | 662 | (622 | ) | |||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from private placement | --- | 1,801 | ||||
| Private placement fees | --- | (213 | ) | |||
| Debt issue costs | (30 | ) | (48 | ) | ||
| Revolver loan borrowings | 8,940 | 6,746 | ||||
| Revolver loan payments | (8,770 | ) | (6,931 | ) | ||
| Payments of principal for leases | (5 | ) | (5 | ) | ||
| Repayments of long-term debt | (336 | ) | (309 | ) | ||
| Net cash (used in) provided by financing activities | (201 | ) | 1,041 | |||
| Net increase (decrease) in cash and cash equivalents | 25 | (6 | ) | |||
| Cash and cash equivalents, beginning of period | 195 | 138 | ||||
| Cash and cash equivalents, end of period | $ | 220 | $ | 132 |
EBITDA Non-GAAP Financial Measure
| Three Months ended September 30, | Six Months ended September 30, | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | 2025 | 2024 | Change | 2025 | 2024 | Change | ||||||||
| Net income (loss) | $ | 825 | $ | (601 | ) | $ | 1,427 | $ | 228 | $ | (2,061 | ) | $ | 2,289 |
| Income tax expense | --- | --- | --- | --- | --- | --- | ||||||||
| Interest expense (1) | 118 | 113 | 5 | 253 | 245 | 8 | ||||||||
| Depreciation and amortization | 701 | 697 | 4 | 1,404 | 1,391 | 13 | ||||||||
| EBITDA | $ | 1,644 | $ | 209 | $ | 1,435 | $ | 1,885 | $ | (425 | ) | $ | 2,310 | |
| (1) | Includes amortization of debt issue costs. | |||||||||||||
| --- | --- |