Securities
registered or to be registered pursuant to Section 12(b) of the Act:
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:
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).
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. ☐
On February 17, 2026, TechPrecision
Corporation issued a press release announcing its financial results for the three months ended December 31, 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.
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.
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 Third Quarter Financial Results
The Company achieves productivity gains for
the nine month year-to-date period.
Westminster, MA – February 17,
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 third quarter ended December 31, 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.
“Our Ranor segment executed on a favorable
project mix with improved gross margin and gross profit in the third quarter,” stated Alexander Shen, TechPrecision’s Chief
Executive Officer. “Stadco revenue decreased by 10% and Stadco cost of revenue increased by 2% year-over-year due to unfavorable
product mix. The decreases dropped through to gross profit, and as a result, Stadco reported an operating loss in the third quarter.”
“Our consolidated year-to-date results were
better as the Company achieved significant productivity gains when compared to the same prior year period, as cost of revenue decreased
by 12% and gross profit increase by 72%,” stated Mr. Shen.
“Customer confidence remains high with our
backlog reaching $46.0 million as of December 31, 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 nine
months ended December 31, 2025 to the same prior year period:
Consolidated Financial Results - Fiscal 2026
Three Months Ended December 31, 2025
| · |
Revenue was $7.1 million, a 7% decrease primarily on lower revenue at Stadco. |
| · |
Cost of revenue was $6.7 million, a 1% increase as Stadco was impacted by unfavorable product mix. |
| · |
Gross profit was $0.4 million, a decrease of 62% as lower revenue at Stadco impacted operating results. |
| · |
SG&A increased by 3% as an increase in compensation more than offset a decrease in advisory and office costs. |
| · |
Operating losses increased, primarily due to the Stadco revenue decline and lower margin drop-through. |
| · |
Interest expense decreased by 18%, due primarily to lower scheduled interest payments on term loans. |
| · |
Net loss was $1.5 million, compared with net loss $0.8 million in the same period a year ago. |
Consolidated Financial Results - Fiscal 2026
Nine Months Ended December 31, 2025
| · |
Revenue was $23.6 million, a 4% decrease primarily on lower revenue at Ranor. |
| · |
Cost of revenue was $19.7 million, or a 12% decrease primarily on favorable product mix at Ranor and Stadco. |
| · |
Gross profit was $3.9 million, an increase of $1.6 million driven by improved operating performance. |
| · |
SG&A decreased by 1% primarily on lower costs at Stadco. |
| · |
Operating loss was $0.9 million compared to a loss of $2.5 million, primarily on improved margin drop-through. |
| · |
Interest expense decreased by 5%, due primarily to lower scheduled interest costs on our term loans. |
| · |
Net loss was $1.2 million, compared with net loss $2.9 million in the same period a year ago. |
Financial Position
On December 31, 2025 and March 31, 2025,
the Company had approximately $0.1 million and $0.2 million in cash and cash equivalents, respectively. Working capital was negative $0.5
million on December 31, 2025 and debt totaled $6.7 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 Tuesday, February 17, 2026. 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 562435.
A replay will be available until March 3, 2026. To access the
replay, dial 1-877-481-4010 or 1-919-882-2331. When prompted, enter Conference Passcode 53570.
The call will also be available over the Internet and accessible at:
https://www.webcaster5.com/Webcast/Page/2198/53570.
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
CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
(Unaudited) | | |
| |
| | |
December 31, | | |
March 31, | |
| (in thousands, except share and per share data) | |
2025 | | |
2025 | |
| ASSETS | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash equivalents | |
$ | 50 | | |
$ | 195 | |
| Accounts receivable, less allowances for credit losses of $0 and $53, on December 31 and March 31, 2025 | |
| 2,656 | | |
| 2,192 | |
| Contract assets | |
| 11,420 | | |
| 9,587 | |
| Raw materials | |
| 1,935 | | |
| 1,800 | |
| Work-in-process | |
| 988 | | |
| 1,082 | |
| Other current assets | |
| 515 | | |
| 490 | |
| Total current assets | |
| 17,564 | | |
| 15,346 | |
| Property, plant and equipment, net | |
| 11,370 | | |
| 13,791 | |
| Right of use asset, net | |
| 3,740 | | |
| 4,268 | |
| Other noncurrent assets | |
| 122 | | |
| 122 | |
| Total assets | |
$ | 32,796 | | |
$ | 33,527 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 2,246 | | |
$ | 2,437 | |
| Accrued expenses | |
| 3,587 | | |
| 3,685 | |
| Contract liabilities | |
| 3,146 | | |
| 1,040 | |
| Customer deposits | |
| 1,631 | | |
| 1,631 | |
| Current portion of long-term lease liability | |
| 793 | | |
| 770 | |
| Current portion of long-term debt, net | |
| 6,650 | | |
| 7,353 | |
| Total current liabilities | |
| 18,053 | | |
| 16,916 | |
| Long-term equipment financing | |
| — | | |
| 3 | |
| Long-term lease liability | |
| 3,067 | | |
| 3,638 | |
| Other noncurrent liability | |
| 3,697 | | |
| 4,230 | |
| Total liabilities | |
| 24,817 | | |
| 24,787 | |
| Stockholders’ Equity: | |
| | | |
| | |
| Common stock - par value $.0001 per share, 50,000,000 shares authorized: Shares issued and outstanding: December 31, 2025 – 10,011,332 and 10,006,332, respectively. Shares issued and outstanding: March 31, 2025 – 9,761,825 and 9,751,825, respectively. | |
| 1 | | |
| 1 | |
| Additional paid in capital | |
| 19,369 | | |
| 18,885 | |
| Accumulated deficit | |
| (11,391 | ) | |
| (10,146 | ) |
| Total stockholders’ equity | |
| 7,979 | | |
| 8,740 | |
| Total liabilities and stockholders’ equity | |
$ | 32,796 | | |
$ | 33,527 | |
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS (unaudited)
| | |
Three Months Ended December 31, | | |
Nine Months Ended December 31, | |
| (in thousands, except share and per share data) | |
2025 | | |
2024 | | |
2025 | | |
2024 | |
| Revenue | |
$ | 7,094 | | |
$ | 7,622 | | |
$ | 23,559 | | |
$ | 24,554 | |
| Cost of revenue | |
| 6,713 | | |
| 6,631 | | |
| 19,690 | | |
| 22,310 | |
| Gross profit | |
| 381 | | |
| 991 | | |
| 3,869 | | |
| 2,244 | |
| Selling, general and administrative | |
| 1,733 | | |
| 1,687 | | |
| 4,742 | | |
| 4,769 | |
| Loss from operations | |
| (1,352 | ) | |
| (696 | ) | |
| (873 | ) | |
| (2,525 | ) |
| Other income | |
| --- | | |
| 44 | | |
| 2 | | |
| 57 | |
| Interest expense | |
| (121 | ) | |
| (147 | ) | |
| (374 | ) | |
| (392 | ) |
| Total other expense, net | |
| (121 | ) | |
| (103 | ) | |
| (372 | ) | |
| (335 | ) |
| Loss before income taxes | |
| (1,473 | ) | |
| (799 | ) | |
| (1,245 | ) | |
| (2,860 | ) |
| Income tax expense | |
| --- | | |
| --- | | |
| --- | | |
| --- | |
| Net loss | |
$ | (1,473 | ) | |
$ | (799 | ) | |
$ | (1,245 | ) | |
$ | (2,860 | ) |
| Net loss per share - basic and diluted | |
$ | (0.15 | ) | |
$ | (0.08 | ) | |
$ | (0.13 | ) | |
$ | (0.30 | ) |
| Weighted average shares outstanding – basic and diluted | |
| 10,007,122 | | |
| 9,607,785 | | |
| 9,880,527 | | |
| 9,389,346 | |
TECHPRECISION CORPORATION
REVENUE, COST OF REVENUE, GROSS PROFIT BY
SEGMENT (unaudited)
| Three months ended: | |
December 31, 2025 | | |
December 31, 2024 | | |
Changes | |
| | |
| | |
Percent of | | |
| | |
Percent of | | |
| | |
| |
| (dollars in thousands) | |
Amount | | |
Revenue | | |
Amount | | |
Revenue | | |
Amount | | |
Percent | |
| Revenue | |
| | |
| | |
| | |
| | |
| | |
| |
| Ranor | |
$ | 4,362 | | |
| 62 | % | |
$ | 4,310 | | |
| 57 | % | |
$ | 52 | | |
| 1 | % |
| Stadco | |
| 2,984 | | |
| 42 | % | |
| 3,312 | | |
| 43 | % | |
| (328 | ) | |
| (10 | )% |
| Intersegment elimination | |
| (252 | ) | |
| (4 | )% | |
| --- | | |
| --- | % | |
| (252 | ) | |
| nm | % |
| Consolidated Revenue | |
$ | 7,094 | | |
| 100 | % | |
$ | 7,622 | | |
| 100 | % | |
$ | (528 | ) | |
| (7 | )% |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Ranor | |
$ | 3,067 | | |
| 43 | % | |
$ | 2,798 | | |
| 37 | % | |
$ | 269 | | |
| 10 | % |
| Stadco | |
| 3,898 | | |
| 55 | % | |
| 3,833 | | |
| 50 | % | |
| 65 | | |
| 2 | % |
| Intersegment elimination | |
| (252 | ) | |
| (4 | )% | |
| --- | | |
| --- | % | |
| (252 | ) | |
| nm | % |
| Consolidated Cost of revenue | |
$ | 6,713 | | |
| 94 | % | |
$ | 6,631 | | |
| 87 | % | |
$ | 82 | | |
| 1 | % |
| Gross profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Ranor | |
$ | 1,547 | | |
| 22 | % | |
$ | 1,512 | | |
| 20 | % | |
$ | 35 | | |
| 2 | % |
| Stadco | |
| (1,166 | ) | |
| (16 | )% | |
| (521 | ) | |
| (7 | )% | |
| (645 | ) | |
| (124 | )% |
| Consolidated Gross profit | |
$ | 381 | | |
| 6 | % | |
$ | 991 | | |
| 13 | % | |
$ | (610 | ) | |
| (62 | )% |
nm-not meaningful
| Nine months ended: | |
December 31, 2025 | | |
December 31, 2024 | | |
Changes | |
| | |
| | |
Percent of | | |
| | |
Percent of | | |
| | |
| |
| (dollars in thousands) | |
Amount | | |
Revenue | | |
Amount | | |
Revenue | | |
Amount | | |
Percent | |
| Revenue | |
| | |
| | |
| | |
| | |
| | |
| |
| Ranor | |
$ | 13,032 | | |
| 55 | % | |
$ | 13,482 | | |
| 55 | % | |
$ | (450 | ) | |
| (3 | )% |
| Stadco | |
| 11,135 | | |
| 47 | % | |
| 11,139 | | |
| 45 | % | |
| (4 | ) | |
| --- | % |
| Intersegment elimination | |
| (608 | ) | |
| (2 | )% | |
| (67 | ) | |
| --- | % | |
| (541 | ) | |
| (806 | )% |
| Consolidated Revenue | |
$ | 23,559 | | |
| 100 | % | |
$ | 24,554 | | |
| 100 | % | |
$ | (995 | ) | |
| (4 | )% |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Ranor | |
$ | 8,282 | | |
| 35 | % | |
$ | 9,215 | | |
| 38 | % | |
$ | (933 | ) | |
| (10 | )% |
| Stadco | |
| 12,016 | | |
| 51 | % | |
| 13,162 | | |
| 54 | % | |
| (1,146 | ) | |
| (9 | )% |
| Intersegment elimination | |
| (608 | ) | |
| (2 | )% | |
| (67 | ) | |
| --- | % | |
| (541 | ) | |
| (807 | )% |
| Consolidated Cost of revenue | |
$ | 19,690 | | |
| 84 | % | |
$ | 22,310 | | |
| 92 | % | |
$ | (2,620 | ) | |
| (12 | )% |
| Gross profit | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Ranor | |
$ | 5,248 | | |
| 22 | % | |
$ | 4,266 | | |
| 17 | % | |
$ | 982 | | |
| 23 | % |
| Stadco | |
| (1,379 | ) | |
| (6 | )% | |
| (2,022 | ) | |
| (8 | )% | |
| 643 | | |
| 32 | % |
| Consolidated Gross profit | |
$ | 3,869 | | |
| 16 | % | |
$ | 2,244 | | |
| 9 | % | |
$ | 1,625 | | |
| 72 | % |
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS (unaudited)
| | |
Nine Months Ended December 31, | |
| (in thousands) | |
2025 | | |
2024 | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | |
| | | |
| | |
| Net loss | |
$ | (1,245 | ) | |
$ | (2,860 | ) |
| Adjustments to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation and amortization | |
| 2,098 | | |
| 2,093 | |
| Amortization of debt issue costs | |
| 56 | | |
| 67 | |
| Change in fair value of stock acquisition termination fee | |
| --- | | |
| 419 | |
| Stock based compensation expense | |
| 522 | | |
| 40 | |
| Change in contract loss provision | |
| 110 | | |
| 186 | |
| Gain on disposal of fixed assets | |
| --- | | |
| 1 | |
| Change in allowance for doubtful accounts | |
| (53 | ) | |
| --- | |
| Changes in operating assets and liabilities: | |
| | | |
| | |
| Accounts receivable | |
| (411 | ) | |
| 401 | |
| Contract assets | |
| (1,833 | ) | |
| 110 | |
| Work-in-process and raw materials | |
| (41 | ) | |
| 50 | |
| Other current assets | |
| (25 | ) | |
| 189 | |
| Accounts payable | |
| (191 | ) | |
| 425 | |
| Accrued expenses | |
| (813 | ) | |
| (536 | ) |
| Contract liabilities | |
| 2,106 | | |
| (1,121 | ) |
| Other noncurrent liabilities | |
| (533 | ) | |
| (459 | ) |
| Net cash used in operating activities | |
| (253 | ) | |
| (995 | ) |
| CASH FLOWS FROM INVESTING ACTIVITIES: | |
| | | |
| | |
| Purchases of property, plant, and equipment | |
| (3,255 | ) | |
| (2,796 | ) |
| Reimbursements for purchases of property, plant and equipment | |
| 4,133 | | |
| 2,566 | |
| Net cash provided by (used in) investing activities | |
| 878 | | |
| (230 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | |
| | | |
| | |
| Proceeds from private placement | |
| --- | | |
| 1,801 | |
| Private placement fees | |
| --- | | |
| (213 | ) |
| Debt issue costs | |
| (30 | ) | |
| (58 | ) |
| Proceeds from equipment financing | |
| --- | | |
| 65 | |
| Revolver loan borrowings | |
| 13,731 | | |
| 10,526 | |
| Revolver loan payments | |
| (13,955 | ) | |
| (10,381 | ) |
| Payments of principal for leases | |
| (8 | ) | |
| (7 | ) |
| Repayments of long-term debt | |
| (508 | ) | |
| (481 | ) |
| Net cash (used in) provided by financing activities | |
| (770 | ) | |
| 1,252 | |
| Net (decrease) increase in cash and cash equivalents | |
| (145 | ) | |
| 27 | |
| Cash and cash equivalents, beginning of period | |
| 195 | | |
| 138 | |
| Cash and cash equivalents, end of period | |
$ | 50 | | |
$ | 165 | |
EBITDA Non-GAAP Financial Measure
| | |
Three Months ended December 31, | | |
Nine Months ended December 31, | |
| (dollars in thousands) | |
2025 | | |
2024 | | |
Change | | |
2025 | | |
2024 | | |
Change | |
| Net loss | |
$ | (1,473 | ) | |
$ | (799 | ) | |
$ | (674 | ) | |
$ | (1,245 | ) | |
$ | (2,860 | ) | |
$ | 1,615 | |
| Interest expense (1) | |
| 121 | | |
| 147 | | |
| (26 | ) | |
| 374 | | |
| 392 | | |
| (18 | ) |
| Depreciation and amortization | |
| 694 | | |
| 703 | | |
| (11 | ) | |
| 2,098 | | |
| 2,093 | | |
| 5 | |
| EBITDA | |
$ | (658 | ) | |
$ | 51 | | |
$ | (709 | ) | |
$ | 1,227 | | |
$ | (375 | ) | |
$ | 1,602 | |
| (1) | Includes amortization of debt issue costs |
