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): August 22, 2022
TECHPRECISION CORPORATION
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-51378 | 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 |
|---|---|---|
| N/A | N/A | N/A |
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 August 22, 2022, TechPrecision Corporation issued a press release announcing its financial results for the first quarter of fiscal 2023 or the three months ended June 30, 2022. 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<br><br> <br>Number | Description |
| --- | --- |
| 99.1 | Press Release dated August 22, 2022 |
| 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: August 22, 2022 | By: | /s/ Thomas Sammons |
| Name: | Thomas Sammons | |
| Title: | Chief Financial Officer |
Exhibit 99.1
| Company Contact: | Investor Relations Contact: |
|---|---|
| Mr. Thomas Sammons | Hayden IR |
| Chief Financial Officer | Brett Maas |
| TechPrecision Corporation | Phone: 646-536-7331 |
| Phone: 978-883-5109 | Email: brett@haydenir.com |
| Email: sammonst@ranor.com | Website: www.haydenir.com |
| Website: www.techprecision.com |
FOR IMMEDIATE RELEASE
TechPrecision Corporation Reports First QuarterFiscal 2023 Financial Results
Net Sales double year-over-year to $7.1 million
Westminster,MA – August 22, 2022 – TechPrecision Corporation (OTCQB: TPCS) (“TechPrecision” or “the Company”), an industry-leading manufacturer of precision, large-scale fabricated and machined metal components and tested systems with customers in the defense and precision industrial sectors, today reported financial results for the first quarter of fiscal year 2023 or the three months ended June 30, 2022.
“First quarter consolidated net sales were $7.1 million or 107% higher when compared to $3.4 million in same quarter a year ago,” stated Alexander Shen, TechPrecision’s Chief Executive Officer. “Our Ranor segment reported a strong first quarter with net sales of $4.7 million and gross profit of $1.8 million. Our first quarter net sales also included $2.4 million from our Stadco subsidiary, which was acquired on August 25, 2021.”
“Our Stadco segment is a turnaround,” stated Mr. Shen. “We recorded an operating loss at Stadco for the first quarter of fiscal 2023. We continue to focus on shepherding cash, rebuilding customer and supplier relationships, establishing operational discipline, improving gross margins, and growing the backlog. We aggressively grew our total backlog to a strong $45.9 million on June 30, 2022, an increase of $19.5 million since September 30, 2021, our first quarter that included Stadco. We expect to deliver that backlog over the course of the next one to three fiscal years with improved gross margins in future quarters.”
The following summary compares first quarter fiscal 2023 to fiscal 2022 first quarter:
Fiscal 2023 First Quarter Consolidated FinancialResults
| · | Net sales were $7.1 million, an increase of $3.7 million, due to $2.4 million of added revenue from Stadco and $1.3 million of higher revenue at Ranor. |
|---|---|
| · | Cost of sales were $6.3 million, or $3.7 million higher, due primarily to additional cost of sales at Stadco. |
| --- | --- |
| · | Gross profit was $0.8 million, or slightly lower when compared to the same quarter last year. Gross margin percentage was lower because of an unfavorable production mix and unabsorbed factory overhead at Stadco. |
| · | SG&A was $1.4 million, an increase of $0.6 million, primarily due to the added Stadco SG&A, and increased spending for outside advisory services and the resumption of business travel to pre-pandemic levels. |
| --- | --- |
| · | Operating loss was $0.6 million, compared to income of $0.1 million in the same quarter a year ago. |
| --- | --- |
Financial Position
On June 30, 2022, TechPrecision had $0.6 million in cash and cash equivalents, a decrease since March 31, 2022. Working capital was $2.6 million at June 30, 2022 compared to $2.8 million at March 31, 2022. The Company has access to additional capital via its existing revolver loan should management determine it needs to bolster liquidity.
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco, manufactures large-scale, metal fabricated and machined precision components and equipment. These products are used in a variety of markets including: defense, aerospace, nuclear, industrial, and medical. TechPrecision's goal is to be an end-to-end service provider to its customers by furnishing customized solutions for completed products requiring custom fabrication and machining, assembly, inspection and testing. 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 change the composition of our revenues and effectively control operating expenses; external factors, including the COVID-19pandemic, Russia’s invasion of Ukraine, high inflation and increasing interest rates, that may be outside of our control; the impactsof the COVID-19 pandemic and government-imposed lockdowns in response thereto; the availability of appropriate financing facilities impactingour operations, financial condition and/or liquidity; our ability to receive contract awards through competitive bidding processes; ourability to maintain standards to enable us to manufacture products to exacting specifications; our ability to enter new markets for ourservices; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in the marketswe serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions in our ability tooperate our business due to our outstanding indebtedness; government 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; general industry and market conditions and growth rates; unexpected costs, charges or expenses resulting from the recentlycompleted acquisition of Stadco; and other risks discussed in the Company’s periodic reports that are filed with the Securitiesand Exchange Commission and available on its website (www.sec.gov). The results presented in this release are preliminary and subjectto revision until the Company files its Quarterly Report on Form 10-Q for the fiscal period ended June 30, 2022. Any forward-looking statementsspeak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward-looking statementsto reflect events or circumstances that may arise after the date of this press release, except as required by applicable law. Investorsshould evaluate any statements made by us in light of these important factors.
-- Tables Follow --
TECHPRECISION CORPORATION
NET SALES, COST OF SALES, GROSS PROFIT BY SEGMENT
(unaudited)
| June 30, 2022 | June 30, 2021 | Changes | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) | Amount | Percent of Net sales | Amount | Percent of Net sales | Amount | Percent of Net sales | |||||||||||
| Ranor | $ | 4,726 | 67 | % | $ | 3,412 | 100 | % | $ | 1,314 | 39 | % | |||||
| Stadco | 2,350 | 33 | % | -- | -- | % | 2,350 | nm | % | ||||||||
| Total Net sales | $ | 7,076 | 100 | % | $ | 3,412 | 100 | % | $ | 3,664 | 107 | % | |||||
| Ranor | $ | 2,886 | 41 | % | $ | 2,579 | 76 | % | $ | 307 | 12 | % | |||||
| Stadco | 3,373 | 48 | % | -- | -- | % | 3,373 | nm | % | ||||||||
| Total Cost of sales | $ | 6,259 | 89 | % | $ | 2,579 | 76 | % | $ | 3,680 | 143 | % | |||||
| Ranor | $ | 1,840 | 26 | % | $ | 833 | 24 | % | $ | 1,007 | 121 | % | |||||
| Stadco | (1,023 | ) | (14 | )% | -- | -- | % | (1,023 | ) | nm | % | ||||||
| Total Gross profit | $ | 817 | 12 | % | $ | 833 | 24 | % | $ | (16 | ) | (2 | )% |
TECHPRECISION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Three Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| (dollars in thousands) | 2022 | 2021 | ||||
| Net cash provided by operating activities | 1,449 | 137 | ||||
| Net cash used in investing activities | (763 | ) | (4 | ) | ||
| Net cash used in financing activities | (1,164 | ) | (27 | ) | ||
| Net (decrease) increase in cash and cash equivalents | (478 | ) | 106 | |||
| Cash and cash equivalents, beginning of period | 1,052 | 2,130 | ||||
| Cash and cash equivalents, end of period | $ | 574 | $ | 2,236 |