Financial Data and Key Metrics Changes - For the third quarter of fiscal 2026, consolidated revenue decreased by 7% to $7.1 million compared to $7.6 million in the same period a year ago [3][7] - Consolidated gross profit totaled $0.4 million, a decrease of $0.6 million from the third quarter of fiscal 2025 [4][7] - The net loss for the third quarter was $1.5 million, or $0.15 per share, reflecting ongoing challenges [8] Business Line Data and Key Metrics Changes - Stadco's revenue for the third quarter was $2.9 million, with an operating loss of $1.2 million, which is $0.6 million higher than the previous year [3][4] - Ranor's revenue was $4.4 million, with an operating profit of $1.5 million, consistent with the prior year [4][10] - Stadco experienced a decline in gross margin due to lower revenue and higher provisions for contract losses [11] Market Data and Key Metrics Changes - The company reported a strong backlog of $46 million, which includes only the funded portions of customer purchase orders [5][6] - The total funded grant money from U.S. Navy submarine programs-related customers exceeded $24 million, representing over 50% of TechPrecision's market cap of $45.5 million [5][13] Company Strategy and Development Direction - The company aims to secure and maintain enduring partnerships with customers, particularly in the defense sector [12][13] - There is a focus on eliminating one-time projects and moving towards repeat orders to enhance scalability and profitability [58][59] - The management is actively working to improve customer relationships and pricing strategies to ensure profitability [26][48] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the unexpected challenges faced in the third quarter, particularly with customer delays and unfavorable project mixes [3][28] - There is optimism about future revenue growth and profitability, with plans to address legacy contracts and improve operational efficiency [13][36] - The management expressed a commitment to mitigating risks and enhancing customer partnerships for long-term success [37][59] Other Important Information - The company continues to manage cash flow actively, with net cash provided by operating and investing activities totaling $0.6 million for the nine months ended December 31, 2025 [9][10] - Total debt decreased to $6.7 million as of December 31, 2025, down from $7.4 million on March 31, 2025 [10] Q&A Session Summary Question: Concerns about legacy contracts at Stadco - Management is working to quantify the remaining legacy contracts and their impact on future earnings, acknowledging the challenges faced [18][21] Question: Strategy to drive revenue growth - The company is focusing on securing better-priced contracts and working closely with key customers like Sikorsky to improve profitability [26][27] Question: Product mix issues and customer relationships - The product mix issue is primarily related to Stadco, with delays in customer-furnished materials affecting profitability [42][43] - Management is aware of the need to select customers that allow for profitable operations and is working on strengthening contractual protections [46][51]

Financial Data and Key Metrics Changes - For the third quarter of fiscal 2026, consolidated revenue decreased by 7% to $7.1 million compared to $7.6 million in the same period of fiscal 2025 [3][4][7] - Consolidated gross profit totaled $0.4 million, a decrease of $0.6 million from the third quarter of fiscal 2025 [4][8] - The net loss for the third quarter was $1.5 million, or $0.15 per share, compared to a net loss of $1.2 million, or $0.13 per share, for the same period last year [8][9] Business Line Data and Key Metrics Changes - Stadco's revenue for the third quarter was $2.9 million, with an operating loss of $1.2 million, which is $0.6 million higher than the previous year [3][4] - Ranor's revenue was $4.4 million, with an operating profit of $1.5 million, consistent with the prior year [4][10] - Stadco experienced a year-over-year gross margin decline due to lower revenue and higher provisions for contract losses [11] Market Data and Key Metrics Changes - The company reported a strong backlog of $46 million, which includes only the funded portions of customer purchase orders [6][14] - The total funded grant money from U.S. Navy submarine programs-related customers exceeded $24 million, representing more than 50% of TechPrecision's market cap of $45.5 million [5][14] Company Strategy and Development Direction - The company aims to secure and maintain enduring partnerships with customers, focusing on the defense sector, particularly naval submarine manufacturing and military aircraft manufacturing [12][14] - There is a strategic emphasis on moving away from one-time projects to repeat orders that can provide more stable revenue streams [58][59] - The management is actively working to improve customer relationships and pricing strategies to enhance profitability [26][48] Management's Comments on Operating Environment and Future Outlook - Management acknowledged challenges due to delays in receiving customer-furnished materials and unfavorable project mixes impacting Stadco's performance [3][4][41] - The management expressed optimism about future revenue growth and profitability, citing ongoing efforts to address legacy contracts and improve operational efficiency [14][36][59] - There is a recognition of the need to eliminate risks and strengthen contractual protections with customers to ensure better financial outcomes [51][52] Other Important Information - The company continues to manage cash flow actively, with net cash provided by operating and investing activities totaling $0.6 million for the nine months ended December 31, 2025 [9][10] - Total debt decreased to $6.7 million as of December 31, 2025, down from $7.4 million on March 31, 2025 [10] Q&A Session Summary Question: How much more in the way of bad contracts does the company have left to work through at Stadco? - Management indicated that they are working to quantify the remaining legacy contracts and are collaborating to capture all expected losses [19][21][23] Question: What is the growth plan to drive revenue beyond the current range? - Management stated that they are filling the backlog with new business that is priced better and are working closely with major customers like Sikorsky to improve profitability [26][27][28] Question: How does the company address scalability given the specialized nature of its operations? - Management explained that scalability is achieved by focusing on repeat orders and eliminating one-time projects, which allows for refining processes and improving efficiency [58][59]

Financial Data and Key Metrics Changes - For Q3 fiscal 2026, consolidated revenue decreased by 7% to $7.1 million compared to $7.6 million in Q3 fiscal 2025 [4][8] - Consolidated gross profit totaled $0.4 million, a decrease of $0.6 million from the previous year [5][8] - Net loss for Q3 was $1.5 million, or $0.15 per share, reflecting ongoing challenges [9] Business Line Data and Key Metrics Changes - Stadco's revenue was $2.9 million with an operating loss of $1.2 million, which is $0.6 million higher in losses compared to the same period last year [4][5] - Ranor's revenue was $4.4 million with an operating profit of $1.5 million, consistent with prior year results [5][11] - Stadco experienced a decline in gross margin due to lower revenue and higher provisions for contract losses [12] Market Data and Key Metrics Changes - The company reported a strong backlog of $46 million, which includes only the funded portions of customer purchase orders [6][14] - The total of completed funded grant money from U.S. Navy submarine programs exceeded $24 million, representing over 50% of TechPrecision's market cap of $45.5 million [6][14] Company Strategy and Development Direction - The company aims to secure enduring partnerships with customers, particularly in the defense sector, to enhance revenue and profitability [14] - There is a focus on transitioning from one-time contracts to repeat orders to improve scalability and profitability [62] - The management is actively working to eliminate risks associated with legacy contracts and is targeting to improve Stadco's performance [15][39] Management's Comments on Operating Environment and Future Outlook - Management acknowledged the unexpected challenges faced in Q3, including delays in customer-furnished materials and unfavorable project mix [4][30] - There is optimism about future revenue growth and profitability, with plans to build on existing customer relationships and capture new business opportunities [14][28] - Management expressed a commitment to improving operational performance and addressing legacy contract issues [39][62] Other Important Information - The company continues to manage cash flow actively, with net cash provided by operating and investing activities totaling $0.6 million for the nine months ended December 31, 2025 [10] - Total debt decreased to $6.7 million as of December 31, 2025, down from $7.4 million [11] Q&A Session Summary Question: How much more in the way of bad contracts does Stadco have left to work through? - Management indicated that they are working to quantify the remaining legacy contracts and are actively managing loss provisions [19][21] Question: What is the plan to drive revenue beyond the current $7 million-$9 million range? - Management stated that they are filling the backlog with new business that is priced better and are working closely with key customers like Sikorsky to ensure profitability [27][28] Question: Are there contractual protections in place to mitigate risks from customer delays? - Management confirmed that there are some protections in place, but acknowledged the need to strengthen them in future contracts [53][54] Question: How does the company plan to achieve scalability given the specialized nature of its operations? - Management emphasized the importance of focusing on repeat orders and long-term programs to enhance scalability and operational efficiency [61][62]

Revenue Performance - Consolidated revenue for the three months ended December 31, 2025, was $7,094, a decrease of $528 or 7% compared to the same period in 2024[120] - Ranor's revenue was $4,362 for the three months ended December 31, 2025, an increase of $52 or 1% year-over-year due to a favorable customer project mix[121] - Stadco's revenue was $2,984 for the three months ended December 31, 2025, a decrease of $328 or 10% year-over-year, attributed to a changing project mix and decreased rate of progress[122] - For the nine months ended December 31, 2025, consolidated revenue was $23,559, a decrease of $995, or 4%, compared to the same period in 2024[140] Gross Profit and Margins - Consolidated gross profit was $381 for the three months ended December 31, 2025, a decline of $610 or 62% compared to $991 in the same period of 2024[120] - Ranor's gross profit was $1,547 for the three months ended December 31, 2025, representing 22% of its revenue, up from 20% in the previous year[119] - Stadco reported a gross loss of $1,166 for the three months ended December 31, 2025, compared to a loss of $521 in the same period of 2024[119] - For the three months ended December 31, 2025, consolidated gross profit decreased by $610, or 62%, with a gross margin of 6% compared to 13% in the same period a year ago[123] - Consolidated gross profit for the nine months ended December 31, 2025, increased by $1,625, or 72%, with a gross margin of 16% compared to 9% in the same period last year[144] Cost of Revenue - Cost of revenue for Ranor increased by $269 or 10% year-over-year, reaching $3,067 for the three months ended December 31, 2025[119] - Cost of revenue for Stadco was $3,898, an increase of $65 or 2% compared to the same period in 2024[119] - Ranor's cost of revenue increased by $269, or 10%, but gross profit increased by $35, or 2%, indicating a favorable project mix[124] - Stadco reported a gross profit of negative $1,166, an increase of $645 compared to the same period last year, with a 2% increase in cost of revenue[125] Operating Income and Loss - For the nine months ended December 31, 2025, Ranor's operating income increased by $814, or 33%, while Stadco's operating loss narrowed by $926, or 21%[150] - The consolidated operating loss for the nine months ended December 31, 2025, was $873, a significant improvement from an operating loss of $2,525 in the same period last year[150] Net Loss - For the nine months ended December 31, 2025, the company recorded a net loss of $1,245, or $0.13 per share, compared to a net loss of $2,860, or $0.30 per share for the same period in 2024, representing a 56% improvement in net loss[158] Backlog and Orders - Ranor's backlog as of December 31, 2025, was $22,755, reflecting continued orders from prime defense contractors[142] - Stadco's backlog as of December 31, 2025, was $23,207, with new orders related to military programs[143] Liquidity and Cash Flow - Total available liquidity as of December 31, 2025, was $747, consisting of $697 in undrawn capacity under the Revolver Loan and $50 in cash and cash equivalents, down from $1,451 in total available liquidity as of March 31, 2025[159] - Cash used in operating activities for the nine months ended December 31, 2025, was $253, a significant improvement from $995 used in the same period in 2024, reflecting a $742 increase in cash flow[161] - The company drew down $13,731 under the Revolver Loan during the nine months ended December 31, 2025, and repaid $13,955 during the same period, resulting in a net decrease in cash of $145[165] Debt and Interest - As of December 31, 2025, total debt was $6,692, down from $7,424 as of March 31, 2025, reflecting a reduction of $732[160] - The weighted average interest rate on the Revolver Loan was 6.82% as of December 31, 2025, down from 7.47% as of March 31, 2025[160] Working Capital - The company reported a negative working capital of $(490) as of December 31, 2025, improved from $(1,570) as of March 31, 2025, reflecting a $1,080 increase in working capital[160] Future Plans and Risks - The company operates two reportable segments: Ranor and Stadco, both focusing on manufacturing components primarily for defense and precision industrial customers[95] - The company is reliant on individual purchase orders rather than long-term contracts, which poses risks to revenue stability[94] - The company plans to explore various means to strengthen its liquidity position, including making Stadco operations profitable and renewing the Revolver Loan[174] - The valuation allowance on deferred tax assets at December 31, 2025, was approximately $6,000, indicating concerns about the realizability of certain deferred tax assets[157] - The company has chosen not to provide the information required by Item 3 regarding market risk due to its status as a smaller reporting company[182]

Revenue Performance - Revenue for the third quarter was $7.1 million, a 7% decrease primarily due to lower revenue at Stadco[6]. - Year-to-date revenue was $23.6 million, a 4% decrease primarily due to lower revenue at Ranor[6]. - Consolidated revenue for the three months ended December 31, 2025, was $7,094,000, a decrease of 7% compared to $7,622,000 for the same period in 2024[22]. - Ranor segment revenue for the three months ended December 31, 2025, was $4,362,000, representing 62% of total revenue, a slight increase from $4,310,000 in 2024[22]. - Stadco segment revenue decreased by 10% to $2,984,000 for the three months ended December 31, 2025, down from $3,312,000 in 2024[22]. Cost and Profitability - Cost of revenue was $6.7 million, a 1% increase attributed to an unfavorable product mix at Stadco[6]. - Cost of revenue for the nine months ended was $19.7 million, a 12% decrease due to a favorable product mix at Ranor and Stadco[6]. - Gross profit decreased by 62% to $0.4 million, significantly impacted by lower revenue at Stadco[6]. - Gross profit for the nine months ended December 31, 2025, increased by 72% to $3,869,000 from $2,244,000 in 2024[22]. - Consolidated gross profit for the three months ended December 31, 2025, was $381,000, a significant decrease of 62% from $991,000 in 2024[22]. - Ranor's gross profit margin improved to 22% for the three months ended December 31, 2025, compared to 20% in 2024[22]. Net Loss and EBITDA - The company reported a net loss of $1.5 million for the third quarter, compared to a net loss of $0.8 million in the same period a year ago[6]. - Net loss for the nine months ended December 31, 2025, was $1,245,000, an improvement from a net loss of $2,860,000 in 2024[23]. - EBITDA for the three months ended December 31, 2025, was $(658,000), a decline of $709,000 compared to $51,000 in 2024[24]. Working Capital and Debt - Working capital was negative $0.5 million as of December 31, 2025, with total debt amounting to $6.7 million[7]. Expenses - SG&A expenses increased by 3% due to higher compensation costs, offsetting a decrease in advisory and office costs[6]. - Interest expense decreased by 18% due to lower scheduled interest payments on term loans[6]. Customer Backlog - Customer backlog reached $46.0 million as of December 31, 2025, with expectations for delivery over the next one to three fiscal years[4]. Cash Position - Cash and cash equivalents at the end of the period were $50,000, down from $165,000 at the end of the same period in 2024[23].

As filed with the Securities and Exchange Commission on November 21, 2025 Registration Statement No.333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORMS-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 TechPrecision Corporation (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes ef ...

Financial Data and Key Metrics Changes - For Q2 fiscal 2026, consolidated revenue was $9.1 million, a 2% increase from $8.9 million in Q2 fiscal 2025 [5][10] - Consolidated gross profit rose to $2.5 million, an increase of $1.4 million compared to the same period last year, resulting in a gross margin improvement of 16 percentage points [5][9] - Net income for the quarter was $0.8 million, or $0.08 per share, compared to $0.2 million, or $0.02 per share, for the same quarter last year [10][11] Business Line Data and Key Metrics Changes - Raynor segment revenue was $4.4 million with an operating profit of $1.6 million, while Statco revenue was $4.8 million with an operating loss of $0.5 million, although Statco showed an $873,000 improvement in operating income year-over-year [5][12] - Statco experienced a year-over-year gross profit margin improvement of 9 percentage points, primarily due to better contract pricing and production efficiencies [12] Market Data and Key Metrics Changes - The company reported a strong backlog of $48 million, expected to be delivered over the next one to three fiscal years, indicating robust demand in the defense sector [7][14] - The company continues to focus on building a strong recurring revenue customer base, which is critical for future growth [8] Company Strategy and Development Direction - The company aims to secure and maintain enduring partnerships with customers in the defense sector, particularly in naval submarine manufacturing [13][14] - Management emphasized the importance of aggressive cash management and controlling expenses to mitigate risks and enhance customer confidence [6][14] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about growing revenue and increasing profitability in future quarters, despite challenges faced by the Statco subsidiary [14] - The company is actively working with customers to address legacy contracts and pricing issues, aiming for recovery and improved profitability [12][20] Other Important Information - The company is focused on tactical execution and maintaining on-time delivery of quality components, which has led to new quoting opportunities in air defense and submarine defense sectors [6][7] - Management highlighted the importance of customer collaboration to mitigate risks associated with first article activities [20][25] Q&A Session Summary Question: What percentage of your Statco business is still needing to be reworked to become profitable? - Management indicated that while they cannot specify a percentage, they are actively addressing loss reserves and first article activities to improve profitability [19][20] Question: Is the problem with first articles more related to design issues or underbidding? - Management noted that issues vary on a case-by-case basis, emphasizing the complexity of the items being manufactured and the need for better collaboration with customers [23][24] Question: Do you see the shifting of the former Philadelphia Naval shipyard to a submarine manufacturer as an economic opportunity? - Management expressed willingness to explore every opportunity that arises [27][28] Question: Can you walk through how you handle the grants received from the federal government? - Management explained that they segregate liabilities upon receipt of cash and ensure that they get paid for everything built with the new equipment [32][35] Question: What kind of new business have you seen, particularly out of the Raynor operation? - Management confirmed involvement in programs related to Virginia-class and Columbia-class submarines, indicating ongoing opportunities [37][38]

Revenue Performance - Consolidated revenue for the three months ended September 30, 2025, was $9,086,000, an increase of $140, or 2%, compared to the same period in 2024[116] - Ranor's revenue decreased by $417, or 9%, to $4,373,000, primarily due to a shift in customer project mix[117] - Stadco's revenue increased by $596, or 14%, to $4,819,000, driven by higher contract values and gross margins[118] - Consolidated revenue for the six months ended September 30, 2025, was $16,465, a decrease of $467, or 3%, compared to the same period last year[135] - Ranor's revenue for the six months ended September 30, 2025, was $8,670, a decrease of $502, or 5%, compared to the same period last year[136] - Stadco's revenue for the six months ended September 30, 2025, was $8,151, an increase of $324, or 4%, compared to the same period last year[138] Cost and Profitability - Consolidated cost of revenue for the three months ended September 30, 2025, was $6,628,000, a decrease of 16% compared to the same period in 2024[119] - Gross profit increased by $1,444, or 143%, to $2,458,000, with a gross margin of 27% compared to 11% in the same period last year[119] - Ranor's cost of revenue was $2,271,000, a decrease of 31% from $3,272,000 in the prior year[115] - Stadco's cost of revenue was $4,463,000, a decrease of 6% from $4,727,000 in the prior year[115] - Ranor's gross profit increased by $623, or 39%, compared to the same period last year, while cost of revenue decreased by $1,001, or 31%[120] - Stadco's gross profit was $250 for the three months ended September 30, 2025, an increase of $821 compared to the same period last year, with cost of revenue decreasing by $264, or 6%[121] - Consolidated gross profit increased by $2,235, or 179%, for the six months ended September 30, 2025, with a gross margin of 21.0% compared to 7.0% in the same period last year[140] Operating Performance - Consolidated SG&A expenses for the six months ended September 30, 2025, decreased by $73, or 2%[144] - Operating income for the six months ended September 30, 2025, was $479, compared to an operating loss of $1,829 for the same period last year, reflecting improved performance at both Ranor and Stadco[146] - EBITDA for the six months ended September 30, 2025 was $1,885, compared to a negative EBITDA of $425 for the same period in 2024[175] Net Income and Liquidity - Net income for the three months ended September 30, 2025, was $825, or $0.08 per share, compared to a net loss of $601, or $0.06 per share for the same period last year[133] - For the six months ended September 30, 2025, the company recorded net income of $228, or $0.02 per share, compared to a net loss of $2,061, or $0.22 per share for the same period in 2024[153] - As of September 30, 2025, total available liquidity was $1,400, consisting of $1,180 in undrawn capacity under the Revolver Loan and $220 in cash and cash equivalents, compared to $1,451 in total available liquidity as of March 31, 2025[154] Debt and Financing - The company had total debt obligations of $7,235 as of September 30, 2025, classified as current due to debt covenant violations[176] - The company plans to renew its Revolver Loan or seek alternative financing by January 16, 2026, to continue operations beyond the next twelve months[170] - The company drew down $8,940 under the Revolver Loan during the six months ended September 30, 2025, and repaid $8,770 during the same period[159] - Interest expense increased by $11 compared to the same period last year, primarily due to higher levels of borrowings under the amended loan agreement[129] Investments and Obligations - The company invested $2,245 in new factory machinery and equipment for the six months ended September 30, 2025, up from $1,622 in the same period in 2024[158] - The company has $10,896 in purchase obligations outstanding for machinery and equipment, with reimbursement from a customer for all purchases[176] - The valuation allowance on deferred tax assets was approximately $5,700 as of September 30, 2025, indicating a likelihood that certain state NOL carryforwards will not be realized[152] Market Focus - Over 95% of revenue for both Ranor and Stadco is derived from the defense sector, highlighting the company's market focus[96][99] - The project mix for Stadco included products with higher contract values and gross margins, contributing to revenue growth[118] - The company relies on individual purchase orders rather than long-term contracts, which may impact revenue stability[93]

Financial Performance - FY26 Q2 net income increased by $1.4 million year-over-year to $0.08 per share[1] - Consolidated revenue for Q2 was $9.1 million, a 2% increase primarily due to higher revenue at Stadco[4] - Consolidated gross profit for Q2 was $2.5 million, an increase of $1.4 million driven by improved operating performance at both Ranor and Stadco[4] - Operating income for Q2 was $0.9 million, compared to a loss of $0.5 million in the same period a year ago[4] - Consolidated revenue for the three months ended September 30, 2025, was $9,086,000, a 2% increase from $8,946,000 in the same period of 2024[23] - Gross profit for the six months ended September 30, 2025, reached $3,488,000, representing a 179% increase compared to $1,253,000 in 2024[23] - Net income for the six months ended September 30, 2025, was $228,000, a significant recovery from a net loss of $2,061,000 in the same period of 2024[25] - EBITDA for the three months ended September 30, 2025, was $1,644,000, compared to $209,000 in 2024, marking a substantial increase[26] Revenue and Cost Analysis - Cost of revenue decreased by 16% to $6.6 million, attributed to a favorable product mix at both Ranor and Stadco[4] - Cost of revenue for the three months ended September 30, 2025, decreased to $6,628,000, down 16% from $7,932,000 in 2024[23] - Ranor's revenue for the three months ended September 30, 2025, was $4,373,000, a 9% decrease from $4,790,000 in 2024[23] - Stadco's revenue for the three months ended September 30, 2025, increased by 14% to $4,819,000 from $4,223,000 in 2024[23] Cash and Debt Management - Total debt as of September 30, 2025, was $7.3 million, down from $7.4 million on March 31, 2025[6] - Cash and cash equivalents increased to approximately $0.2 million as of September 30, 2025, from $0.2 million on March 31, 2025[6] - Cash and cash equivalents at the end of the period were $220,000, up from $132,000 at the end of the same period in 2024[25] - The company reported a net cash used in operating activities of $436,000 for the six months ended September 30, 2025, compared to $425,000 in 2024[25] - The company incurred $2,245,000 in capital expenditures for property, plant, and equipment during the six months ended September 30, 2025[25] Expenses - SG&A expenses for Q2 were $1.5 million, a 1% increase due to higher compensation costs[4] - Interest expense increased by 12% primarily due to interest costs for revolver loan borrowings[4] Backlog - Backlog reached $47.8 million as of September 30, 2025, with expectations for delivery over the next one to three fiscal years[3]

Core Insights - TechPrecision Corporation reported a net income increase of $1.4 million year-over-year, resulting in earnings of $0.08 per share for FY26 Q2 [1] Financial Performance - The financial results pertain to the second quarter ended September 30, 2025 [1] - The company specializes in custom manufacturing of precision, large-scale fabrication components and machined metal structural components [1] Market Focus - TechPrecision's products are designed for customers in the defense and precision industrial markets [1]