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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): January 21, 2025

 

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 January 21, 2025, TechPrecision Corporation issued a press release announcing its financial results for the second quarter ended September 30, 2024. 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 January 21, 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: January 21, 2025 By: /s/ Richard D. Roomberg
  Name: Richard D. Roomberg
  Title: Chief Financial Officer

 

 

 

EX-99.1 2 tm254003d1_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

Company Contact: Investor Relations Contact:
Richard Roomberg Hayden IR
Chief Financial Officer Brett Maas
TechPrecision Corporation Phone: 646-536-7331
Phone: 978-883-5108 Email: brett@haydenir.com
Email: RoombergR@Ranor.com Website: www.haydenir.com
Website: www.TechPrecision.com  

 

FOR IMMEDIATE RELEASE

 

TechPrecision Corporation Reports FY 2025 Second Quarter Financial Results

Revenue increased 8% year-over-year, Customer confidence remains high

 

Management to host conference call at 4:30 p.m. ET on Tuesday, January 21, 2025

 

Westminster, MA – January 21, 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. The components that we manufacture are customer designed. We sell to customers in two main industry sections: defense and precision industrial markets, today reported financial results for the second quarter ended September 30, 2024.

 

We will have a conference call on Tuesday January 21, 2025 at 4:30 P.M. to discuss our financial results for the quarter ended September 30, 2024.

 

“Second quarter consolidated revenue was $8.9 million or 12% higher when compared to $8.0 million in the fiscal 2024 second quarter, bolstered by a favorable project mix at both Ranor and Stadco. Stadco operating loss of $0.8 million resulted from unexpected higher manufacturing costs on one-off projects, legacy pricing problems on core business, machine breakdowns in the quarter that disrupted expected throughput, and under-absorbed overhead costs.Customer confidence remains high as our backlog was $48.6 million at September 30, 2024,” stated Alexander Shen, TechPrecision’s Chief Executive Officer. “We expect to deliver our backlog over the course of the next one to three fiscal years with gross margin expansion.”

 

The following summary compares the three and six months ended September 30, 2024 to the same prior year period:

 

Consolidated Financial Results - Fiscal 2025 Three Months Ended September 30, 2024

 

· Revenue was $8.9 million, or 12% higher on a favorable project mix at both Ranor and Stadco.
· Cost of revenue was $7.9 million, or 14% higher, due primarily to higher production costs at Stadco.
· Gross profit was $1.0 million, or 2% lower when compared to the same period a year ago.
· SG&A totaled $1.5 million or 8% lower due primarily to reduced spending on outside advisory services.
· Operating loss was $0.5 million  compared with  $0.6 million in  the same period a year ago.
· Interest expense decreased by $38,000 due primarily to a decrease in borrowings under the revolver loan.
·

Net loss was $0.6 million, as the Company maintained a full valuation on its deferred tax assets.

 

 


 

Consolidated Financial Results - Fiscal 2025 Six Months Ended September 30, 2024

 

· Revenue was $16.9 million, or 10% higher on a favorable project mix at both Ranor and Stadco.
· Cost of revenue was $15.7 million, or 15% higher, due primarily to higher production costs at Stadco.
· Gross profit was $1.3 million, or 28% lower, primarily the result of delayed repair and maintenance, higher production costs and under-absorbed overhead at Stadco.
· SG&A totaled $3.1 million or 6% higher, due to a change in fair value on the Votaw termination fee.
· Operating loss was $1.8 million, an increase of $0.6 million due primarily to losses at Stadco.
· Interest expense increased by 1% due to higher borrowing under the revolver loan.
·

Net loss was $2.1 million, as the Company maintained a full valuation on its deferred tax assets.

 

 

Financial Position

 

On September 30, 2024, the Company had approximately $132,000 in cash and cash equivalents, a $6,000 decrease since March 31, 2024. Working capital was negative $1.5 million on September 30, 2024 and debt totaled $7.2 million. Working capital was negative $2.9 million and total debt was $7.6 million on March 31, 2024.

 

Conference Call

 

The Company will hold a conference call at 4:30 p.m. Eastern (U.S.) time on Tuesday, January 21, 2025.

 

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 801510.

 

A replay will be available until February 4, 2025. To access the replay, dial 1-877-481-4010 or 1-919-882-2331. When prompted, enter Conference Passcode 51915.

 

The call will also be available over the Internet and accessible
at: https://www.webcaster4.com/Webcast/Page/2198/51915

 

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 60% 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 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)        
    September 30,     March 31,  
( in thousands, except per share data)   2024     2024  
ASSETS                
Current assets:                
Cash and cash equivalents   $ 132     $ 138  
Accounts receivable, net     2,387       2,371  
Contract assets     9,545       8,527  
Raw materials     1,802       1,827  
Work-in-process     1,558       1,423  
Other current assets     459       564  
Total current assets     15,883       14,850  
Property, plant and equipment, net     14,380       14,798  
Right of use asset, net     4,627       4,977  
Other noncurrent assets     122       122  
Total assets   $ 35,012     $ 34,747  
LIABILITIES AND STOCKHOLDERS’ EQUITY:                
Current liabilities:                
Accounts payable   $ 3,149     $ 1,408  
Accrued expenses     3,936       4,263  
Contract liabilities     2,517       3,788  
Current portion of long-term lease liability     753       736  
Current portion of long-term debt, net     7,055       7,559  
Total current liabilities     17,410       17,754  
Long-term lease liability     4,028       4,408  
Other noncurrent liability     4,690       4,782  
Total liabilities
Stockholders’ Equity:
    26,128       26,944  
Common stock - par value $0.0001 per share, 50,000,000 shares authorized;
Shares issued and outstanding September 30, 2024 – 9,619,232 and 9,609,232, respectively; Shares issued and outstanding March 31, 2024 – 8,777,432.
    1       1  
Additional paid in capital     18,343       15,201  
Accumulated deficit     (9,460 )     (7,399 )
Total stockholders’ equity     8,884       7,803  
Total liabilities and stockholders’ equity   $ 35,012     $ 34,747  

 

 


 

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

    Three Months Ended September 30,     Six Months Ended September 30,  
(in thousands, except per share data)   2024     2023     2024     2023  
Revenue   $ 8,946     $ 7,970     $ 16,932     $ 15,341  
Cost of revenue     7,932       6,935       15,679       13,612  
Gross profit     1,014       1,035       1,253       1,729  
Selling, general and administrative     1,502       1,632       3,082       2,906  
Loss from operations     (488 )     (597 )     (1,829 )     (1,177 )
Other income    

      41       13       41  
Interest expense     (113 )     (149 )     (245 )     (243 )
Total other (expense) income     (113 )     (108 )     (232 )     (202 )
Loss before income taxes     (601 )     (705 )     (2,061 )     (1,379 )
Income tax benefit    

      (177 )           (323 )
Net loss   $ (601 )   $ (528 )   $ (2,061 )   $ (1,056 )
Net loss per share - basic and diluted   $ (0.06 )   $ (0.06 )   $ (0.22 )   $ (0.12 )
Weighted average shares outstanding – basic and diluted     9,568,660       8,720,603       9,279,967       8,667,298  

 

 


 

TECHPRECISION CORPORATION

REVENUE, COST OF REVENUE, GROSS PROFIT BY SEGMENT

 

Three Months Ended September 30, 2024 and 2023

 

    September 30, 2024     September 30, 2023     Changes  
          Percent of           Percent of              
    Amount     Revenue     Amount     Revenue     Amount     Percent  
Revenue                                    
Ranor   $ 4,790       54 %   $ 4,495       56 %   $ 295       7 %
Stadco     4,223       47 %     3,606       45 %     617       17 %
Intersegment elimination     (67 )     (1 )%     (131 )     (1 )%     64       49 %
Consolidated Revenue   $ 8,946       100 %   $ 7,970       100 %   $ 976       12 %
Cost of revenue                                                
Ranor   $ 3,272       37 %   $ 3,451       43 %   $ (179 )     (5 )%
Stadco     4,727       53 %     3,615       45 %     1,112       31 %
Intersegment elimination     (67 )     (1 )%     (131 )     (1 )%     64       49 %
Consolidated Cost of revenue   $ 7,932       89 %   $ 6,935       87 %   $ 997       14 %
Gross profit (loss)                                                
Ranor   $ 1,518       17 %   $ 1,044       13 %   $ 474       45 %
Stadco     (504 )     (6 )%     (9 )     %     (495 )      nm %
Consolidated Gross profit   $ 1,014       11 %   $ 1,035       13 %   $ (21 )     (2 )%

 

Six Months Ended September 30, 2024 and 2023

 

    September 30, 2024     September 30, 2023     Changes  
          Percent of           Percent of              
    Amount     Revenue     Amount     Revenue     Amount     Percent  
Revenue                                    
Ranor   $ 9,172       54 %   $ 8,995       59 %   $ 177       2 %
Stadco     7,827       46 %     6,573       43 %     1,254       19 %
Intersegment elimination     (67 )     %     (227 )     (2 )%     160       70 %
Consolidated Revenue   $ 16,932       100 %   $ 15,341       100 %   $ 1,591       10 %
Cost of revenue                                                
Ranor   $ 6,417       38 %   $ 6,670       44 %   $ (253 )     (4 )%
Stadco     9,329       55 %     7,169       47 %     2,160       30 %
Intersegment elimination     (67 )     %     (227 )     (2 )%     160       70 %
Consolidated Cost of revenue   $ 15,679       93 %   $ 13,612       89 %   $ 2,067       15 %
Gross profit (loss)                                                
Ranor   $ 2,755       16 %   $ 2,325       15 %   $ 430       18 %
Stadco     (1,502 )     (9 )%     (596 )     (4 )%     (906 )     (152 )%
Consolidated Gross profit   $ 1,253       7 %   $ 1,729       11 %   $ (476 )     (28 )%

 

 


 

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    Six Months Ended September 30,  
(in thousands, except per share data)   2024     2023  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net loss   $ (2,061 )   $ (1,056 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and amortization     1,391       1,128  
Amortization of debt issue costs     38       37  
Change in fair value of stock acquisition termination fee     419        
Stock-based compensation     18       9  
Change in contract loss provision     223       (43 )
Deferred income taxes           (323 )
Gain on disposal of fixed assets           (40 )
Changes in operating assets and liabilities:                
Accounts receivable     (16 )     (684 )
Contract assets     (1,018 )     851  
Work-in-process and raw materials     (110 )     (379 )
Other current assets     105       (117 )
Accounts payable     1,741       (617 )
Accrued expenses     208       (84 )
Contract liabilities     (1,271 )     847  
Other noncurrent liabilities     (92 )     1,729  
Net cash (used in) provided by operating activities     (425 )     1,258  
CASH FLOWS FROM INVESTING ACTIVITIES:                
Proceeds from insurance claim on fixed assets           62  
Purchases of property, plant, and equipment     (1,622 )     (2,659 )
Reimbursements for purchases of property, plant and equipment     1,000        
Net cash used in investing activities     (622 )     (2,597 )
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from private placement     1,801       ---  
Private placement fees     (213 )     ---  
Debt issue costs     (48 )      
Revolver loan borrowings     6,746       6,710  
Revolver loan payments     (6,931 )     (5,460 )
Payments of principal for leases     (5 )     (11 )
Repayments of long-term debt     (309 )     (296 )
Net cash provided by financing activities     1,041       943  
Net decrease in cash and cash equivalents     (6 )     (396 )
Cash and cash equivalents, beginning of period     138       534  
Cash and cash equivalents, end of period   $ 132     $ 138  
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:                
Cash paid for interest; net of amounts capitalized   $ 207     $ 201  

 

 


 

EBITDA Non-GAAP Financial Measure

 

To complement our condensed consolidated statements of operations and condensed consolidated statements of cash flows, we use EBITDA, a non-GAAP financial measure. Net loss is the financial measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to EBITDA. We believe EBITDA provides our board of directors, management, and investors with a helpful measure for comparing our operating performance with the performance of other companies that have different financing and capital structures or tax rates. We also believe that EBITDA is a measure frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry, and is a measure contained in our debt covenants. However, while we consider EBITDA to be an important measure of operating performance, EBITDA and other non-GAAP financial measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP.

 

We define EBITDA as net loss plus interest, income taxes, depreciation, and amortization. Net loss was $601 and $528 for the three months ended September 30, 2024 and 2023, and $2,061 and $1,056 for the six months ended September 30, 2024 and 2023. EBITDA, a non-GAAP financial measure, was negative for the six months ended September 30, 2024 and 2023. The following table provides a reconciliation of EBITDA to net income (loss), the most directly comparable U.S. GAAP measure reported in our condensed consolidated financial statements for the three and six months ended:

 

    Three Months ended September 30,     Six Months ended September 30,  
(dollars in thousands)   2024     2023     Change     2024     2023     Change  
Net loss   $ (601 )   $ (528 )   $ (73 )   $ (2,061 )   $ (1,056 )   $ (1,005 )
Income tax (benefit) expense     ---       (177 )     177       ---       (323 )     323  
Interest expense (1)     113       149       (35 )     245       243       2  
Depreciation and amortization     697       568       128       1,391       1,128       263  
EBITDA   $ 209     $ 12     $ 197     $ (425 )   $ (8 )   $ (417 )

 

 

(1) Includes amortization of debt issue costs.