Financial Data and Key Metrics Changes - Fiscal 2025 Q4 consolidated revenue was $9.5 million, a 10% increase from $8.6 million in Q4 2024 [5] - Consolidated gross profit for Q4 was $2.1 million, a 70% increase compared to the previous year [5] - Full year consolidated revenue for fiscal 2025 was $34 million, an 8% increase from fiscal 2024 [6][12] - Net income for Q4 was $100,000, while the net loss for the full year was $2.7 million, or $0.29 per share [11][12] Business Line Data and Key Metrics Changes - Raynor segment revenue for Q4 was $4.7 million with an operating profit of $1.2 million [6] - STADCO segment revenue for Q4 was $4.9 million with an operating profit of $800,000, showing a turnaround from an overall operating loss for the fiscal year [6][12] - Raynor's gross profit increased by 25% for the fiscal year, while STADCO's revenue increased by 10% [12][14] Market Data and Key Metrics Changes - Raynor's backlog was $48.6 million as of March 31, 2025, expected to be delivered over the next one to three fiscal years [8] - STADCO's backlog was $27.6 million, down slightly from the previous year, attributed to timing of purchase orders [14] Company Strategy and Development Direction - The company aims to secure and maintain partnerships within the defense sector, focusing on growth in revenue and profitability [18] - Management emphasized the importance of cash management and controlling expenses as part of their risk mitigation strategy [7] - The company is focused on integrating its subsidiaries to improve overall profitability [10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the defense sector, citing strong customer relationships and backlog as indicators of future growth [18] - The company acknowledged ongoing challenges in operational efficiency, particularly in the STADCO segment, but is optimistic about continued improvements [21][26] Other Important Information - The company has secured over $21 million in fully funded grant money, which will be used for new equipment and production efficiency [8] - The company is actively managing cash flow and has reduced total debt from $7.6 million in 2024 to $7.4 million in 2025 [15][16] Q&A Session Summary Question: What is the current state of operational improvements? - Management indicated that while there has been progress, particularly in the Raynor segment, there is still more work to be done in the STADCO segment [21][26] Question: How will backlog delivery be distributed? - Management stated that backlog delivery is unlikely to be linear due to the nature of the business being "lumpy" and dependent on various factors [35] Question: Is there potential for growth in submarine programs? - Management confirmed that there is potential for growth in submarine programs, having shifted focus to predominantly Navy submarine business [40] Question: What are the impacts of legacy pricing agreements? - Management explained that reaching agreements on legacy pricing has allowed for reversals of loss provisions, positively impacting the income statement [81][82] Question: How does the company plan to utilize its facilities? - Management noted that capacity utilization varies and that they are focused on growing within existing customer bases to mitigate risks [72][73]

[Part I](index=4&type=section&id=PART%20I) [Business](index=4&type=section&id=Item%201.%20Business) TechPrecision Corporation manufactures large-scale, precision-fabricated and machined metal components primarily for the U.S. defense market, operating on a "build-to-print" model with a significant revenue concentration from a few prime contractors [Our Business and Operations](index=4&type=section&id=Item%201.%20Business-Our%20Business%20and%20Operations) The company manufactures precision, large-scale metal components for the defense and precision industrial sectors through its two U.S. defense-centric subsidiaries, Ranor and Stadco - TechPrecision is a manufacturer of precision, large-scale fabricated and machined metal components for the defense and precision industrial industries[12](index=12&type=chunk) - The company operates through two reportable segments, its wholly-owned subsidiaries Ranor and Stadco, both of which are U.S. defense-centric[14](index=14&type=chunk)[26](index=26&type=chunk)[29](index=29&type=chunk) - Ranor's operations are in a **145,000 sq ft facility** in Westminster, MA, while Stadco's are in a **183,000 sq ft complex** in Los Angeles, CA[25](index=25&type=chunk)[27](index=27&type=chunk) [Termination of the Votaw Acquisition](index=4&type=section&id=Item%201.%20Business-Termination%20of%20the%20Votaw%20Acquisition) The planned acquisition of Votaw Precision Technologies, Inc. was terminated in April 2024 due to failure to close by the deadline, resulting in a stock termination fee - The Stock Purchase Agreement to acquire Votaw Precision Technologies, Inc. was terminated on April 2, 2024[16](index=16&type=chunk) - The termination occurred because the acquisition did not close by the outside date of March 31, 2024[16](index=16&type=chunk) - A stock termination fee of **320,000 shares** of the Company's common stock was issued to the seller on April 29, 2024[17](index=17&type=chunk)[18](index=18&type=chunk) [Products and Customers](index=7&type=section&id=Item%201.%20Business-Products%20and%20Customers) The company operates on a "build-to-print" model, primarily serving the defense market with significant customer concentration and a current order backlog of $48.6 million - The company operates on a "build-to-print" model, manufacturing products according to customer specifications and does not own intellectual property for any marketed product[31](index=31&type=chunk) Revenue by Industry Group (in thousands) | (dollars in thousands) | 2025 | | 2024 | | |---|---|---|---|---| | Revenue | Amount | Percent | Amount | Percent | | Defense | $ 33,599 | 99% | $ 31,406 | 99% | | Precision Industrial | $ 432 | 1% | $ 185 | 1% | Revenue from Major Customers (in thousands) | (dollars in thousands) | 2025 | | 2024 | | |---|---|---|---|---| | Revenue | Amount | Percent | Amount | Percent | | Defense Customer A | $ 5,795 | 17% | $ 10,295 | 32% | | Defense Customer B | $ 3,327 | 10% | $ 3,320 | 10% | | Defense Customer C | $ 4,947 | 15% | $ 3,258 | 10% | | Defense Customer E | $ 7,671 | 22% | $ 5,005 | 16% | | Defense Customer F | $ 5,003 | 15% | * | *% | - The order backlog was **$48.6 million** as of March 31, 2025, compared to **$49.5 million** as of March 31, 2024[42](index=42&type=chunk) [Human Capital](index=12&type=section&id=Item%201.%20Business-Human%20Capital) As of March 31, 2025, TechPrecision employed 152 full-time individuals across its Ranor and Stadco subsidiaries, none of whom are unionized - As of March 31, 2025, the company had a total of **152 full-time employees**[53](index=53&type=chunk) - At the Ranor subsidiary, there are **21 salaried and 60 hourly employees**; at the Stadco subsidiary, there are **21 salaried and 50 hourly employees**[53](index=53&type=chunk) - None of the company's employees are represented by a labor union[53](index=53&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including a "going concern" warning, high customer concentration, raw material volatility, and material weaknesses in internal controls [Risks Related to Our Business and Industry](index=12&type=section&id=Item%201A.%20Risk%20Factors-Risks%20Related%20to%20Our%20Business%20and%20Industry) Auditors have expressed substantial doubt about the company's going concern ability due to debt covenant non-compliance and high customer concentration, alongside risks from raw material costs and defense industry reliance - Auditors have indicated substantial doubt about the company's ability to continue as a going concern due to non-compliance with financial covenants in its Loan Agreement with Berkshire Bank as of March 31, 2025[56](index=56&type=chunk) - The company failed to satisfy the Debt Service Coverage Ratio (DSCR) for the twelve-month period ending March 31, 2025, which constitutes an event of default[59](index=59&type=chunk) - The company is highly dependent on a limited number of customers; in fiscal 2025, the five largest customers accounted for **79% of revenue**, and the single largest customer accounted for **22%**[70](index=70&type=chunk)[71](index=71&type=chunk) - The company's backlog of **$48.6 million** as of March 31, 2025, had **73%** attributable to just four customers[70](index=70&type=chunk) - The business is exposed to risks from raw material availability and price volatility for materials like steel, nickel, and aluminum, which could be impacted by tariffs and geopolitical events[74](index=74&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk) [Risks Related to our Common Stock](index=29&type=section&id=Item%201A.%20Risk%20Factors-Risks%20Related%20to%20our%20Common%20Stock) The company's common stock faces potential Nasdaq delisting, significant price volatility due to low trading volume, and dilution risks from equity issuances - The company received a notice from Nasdaq for not being in compliance with the Timely Filing Requirement for its Form 10-K for the fiscal year ended March 31, 2025; failure to maintain compliance could lead to delisting[113](index=113&type=chunk) - A significant number of shares have been registered for resale, including those from the Votaw Stock Termination Fee and the July 2024 Private Placement, which could depress the market price[120](index=120&type=chunk) - The trading volume of the common stock is typically low, which can adversely affect liquidity and price[121](index=121&type=chunk) - The company does not expect to pay dividends due to cash requirements and restrictive debt covenants[122](index=122&type=chunk) [General Risk Factors](index=31&type=section&id=Item%201A.%20Risk%20Factors-General%20Risk%20Factors) The company has identified five material weaknesses in its internal control over financial reporting, which could impair its ability to produce accurate and timely financial statements - The company has identified material weaknesses in its internal control over financial reporting, which could impair its ability to produce accurate and timely financial statements[126](index=126&type=chunk) - Identified material weaknesses pertain to: (i) initial purchase and fair value accounting for the Stadco acquisition, (ii) insufficient tax accounting personnel for determining the valuation allowance at Stadco, and (iii) insufficient accounting resources at Stadco for timely reconciliations and management review[128](index=128&type=chunk) [Unresolved Staff Comments](index=32&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments - The company reports no unresolved staff comments[130](index=130&type=chunk) [Cybersecurity](index=32&type=section&id=Item%201C.%20Cybersecurity) The company manages cybersecurity risks through internal IT staff and third-party providers, with the CEO overseeing efforts and the audit committee providing board-level oversight - The company relies on IT staff and third-party providers to assess, identify, and manage cybersecurity risks[131](index=131&type=chunk) - The Chief Executive Officer is primarily responsible for managing cybersecurity risks, with oversight from the audit committee of the board of directors[134](index=134&type=chunk)[135](index=135&type=chunk) - To date, the company has not encountered cybersecurity challenges that have materially impaired its operations or financial standing[133](index=133&type=chunk) [Properties](index=34&type=section&id=Item%202.%20Properties) The company operates from two primary facilities: an owned 145,000 sq ft facility in Massachusetts for Ranor and a leased 183,000 sq ft complex in California for Stadco - The Ranor segment owns its **145,000 sq. ft. facility** in Westminster, Massachusetts, which is used as collateral for its Berkshire Bank loans[136](index=136&type=chunk) - The Stadco segment leases its **183,000 sq. ft. facility** in Los Angeles, California[137](index=137&type=chunk) [Legal Proceedings](index=34&type=section&id=Item%203.%20Legal%20Proceedings) A lawsuit, Ibarra v. Stadco, alleging discrimination and wage violations, was filed in October 2023 and resolved through mediation in June 2024 - A lawsuit, Ibarra v. Stadco, was filed against the company and an employee on October 30, 2023, alleging discrimination and wage violations[139](index=139&type=chunk) - The parties reached a resolution at a mediation on June 26, 2024; the settlement for individual claims was paid in August 2024, and the PAGA settlement was paid in December 2024[139](index=139&type=chunk)[394](index=394&type=chunk) [Mine Safety Disclosures](index=35&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the registrant - This item is not applicable to the company[140](index=140&type=chunk) [Executive Officers of the Registrant](index=35&type=section&id=Item%204A.%20Executive%20Officers%20of%20the%20Registrant) The company's executive officers are Alexander Shen, Chief Executive Officer since November 2014, and Phillip Podgorski, Chief Financial Officer appointed March 2025 Executive Officers | Name | Age | Position | |---|---|---| | Alexander Shen | 63 | Chief Executive Officer | | Phillip Podgorski | 60 | Chief Financial Officer | - Alexander Shen was appointed CEO on November 14, 2014[142](index=142&type=chunk) - Phillip Podgorski was appointed CFO on March 31, 2025[143](index=143&type=chunk) [Part II](index=36&type=section&id=PART%20II) [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=36&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "TPCS" with 46 record holders as of June 30, 2025, and no dividends are anticipated due to debt covenants - The company's common stock is traded on the Nasdaq Capital Market under the symbol "TPCS"[146](index=146&type=chunk) - The company has never paid dividends and is prohibited from doing so by its loan agreement with Berkshire Bank[147](index=147&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For fiscal 2025, revenue increased 8% to $34.0 million, but a "going concern" warning persists due to Stadco's losses and debt covenant non-compliance, with management focused on profitability and financing [Results of Operations](index=45&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Results%20of%20Operations) In fiscal 2025, consolidated revenue grew 8% to $34.0 million, driven by Stadco, while a reduced operating loss of $2.2 million resulted from lower SG&A expenses despite Stadco's widening gross loss Consolidated Revenue and Gross Profit by Segment (FY2025 vs FY2024, in thousands) | | 2025 | 2024 | Change ($) | Change (%) | |---|---:|---:|---:|---:| | **Revenue** | | | | | | Ranor | $18,165 | $17,821 | $344 | 2% | | Stadco | $15,998 | $14,567 | $1,431 | 10% | | **Consolidated Revenue** | **$34,031** | **$31,591** | **$2,440** | **8%** | | **Gross Profit (Loss)** | | | | | | Ranor | $5,674 | $4,548 | $1,126 | 25% | | Stadco | ($1,345) | ($430) | ($915) | (213)% | | **Consolidated Gross Profit** | **$4,329** | **$4,118** | **$211** | **5%** | Consolidated SG&A and Operating Loss by Segment (FY2025 vs FY2024, in thousands) | | 2025 | 2024 | Change ($) | Change (%) | |---|---:|---:|---:|---:| | **SG&A Expenses** | | | | | | Consolidated SG&A | $6,487 | $8,750 | ($2,263) | (26)% | | **Operating (Loss) Income** | | | | | | Ranor | $3,129 | $2,287 | $842 | 37% | | Stadco | ($4,643) | ($3,554) | ($1,089) | (31)% | | Corporate and unallocated | ($644) | ($3,365) | $2,721 | 81% | | **Operating Loss** | **($2,158)** | **($4,632)** | **$2,474** | **53%** | Net Loss and EPS (FY2025 vs FY2024) | | 2025 | 2024 | |---|---|---| | Net Loss | ($2,748,000) | ($7,042,000) | | Net Loss per Share | ($0.29) | ($0.81) | [Liquidity, Capital Resources and Going Concern](index=52&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-Liquidity%2C%20Capital%20Resources%20and%20Going%20Concern) Substantial doubt about the company's going concern ability persists due to Stadco's losses and debt covenant non-compliance, leading to reclassification of all $7.4 million long-term debt as current - The company's recurring operating losses at Stadco, need for financing, and non-compliance with debt covenants raise substantial doubt about its ability to continue as a going concern[239](index=239&type=chunk) - As of March 31, 2025, the company was not in compliance with the Debt Service Coverage Ratio covenant in its Loan Agreement, resulting in an event of default[234](index=234&type=chunk)[381](index=381&type=chunk) - Due to the default, all long-term debt has been reclassified as current; total debt as of March 31, 2025 was **$7.4 million**[235](index=235&type=chunk)[359](index=359&type=chunk) Selected Liquidity Measures (in thousands) | | March 31, 2025 | March 31, 2024 | |---|---:|---:| | Cash and cash equivalents | $195 | $138 | | Working capital | ($1,570) | ($2,904) | | Total debt | $7,424 | $7,648 | - The Revolver Loan, with a balance of **$3.15 million**, was extended to mature on August 29, 2025[233](index=233&type=chunk)[366](index=366&type=chunk) [EBITDA Non-GAAP Financial Measure](index=58&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations-EBITDA%20Non-GAAP%20Financial%20Measure) The company uses EBITDA, a non-GAAP measure, to evaluate operating performance, reporting a positive EBITDA of $587,000 for fiscal 2025, a significant improvement from the prior year's negative figure Reconciliation of Net Loss to EBITDA (in thousands) | (dollars in thousands) | March 31, 2025 | March 31, 2024 | |---|---:|---:| | Net loss | $ (2,748) | $ (7,042) | | Income tax (benefit) expense | (2) | 1,932 | | Interest expense (1) | 541 | 521 | | Depreciation and amortization | 2,796 | 2,429 | | **EBITDA** | **$ 587** | **$ (2,160)** | [Financial Statements and Supplementary Data](index=59&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) The audited consolidated financial statements for fiscal 2025 include an auditor's "going concern" warning due to losses and debt defaults, with notes detailing revenue, tax assets, debt, and segment performance [Report of Independent Registered Public Accounting Firm](index=59&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data-Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) The auditor's report includes an explanatory paragraph expressing substantial doubt about the company's ability to continue as a going concern due to significant losses and debt covenant non-compliance - The auditor's report contains an explanatory paragraph raising substantial doubt about the Company's ability to continue as a going concern[247](index=247&type=chunk) - Reasons for the going concern uncertainty include significant losses, default on debt obligations due to covenant non-compliance, and a revolving line of credit due within the year[247](index=247&type=chunk) - Revenue recognition for contracts earned over time was identified as a Critical Audit Matter due to the significant judgment required in estimating costs to complete[252](index=252&type=chunk) [Consolidated Financial Statements](index=63&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data-Consolidated%20Financial%20Statements) The consolidated balance sheet as of March 31, 2025, shows negative working capital, while the statement of operations reports a $2.75 million net loss on $34.0 million revenue, and cash flows indicate a net cash increase of $57,000 Consolidated Balance Sheet Highlights (March 31, 2025 vs 2024, in thousands) | | 2025 | 2024 | |---|---:|---:| | Total current assets | $15,346 | $14,850 | | Total assets | $33,527 | $34,747 | | Total current liabilities | $16,916 | $17,754 | | Total liabilities | $24,787 | $26,944 | | Total stockholders' equity | $8,740 | $7,803 | Consolidated Statement of Operations Highlights (FY2025 vs FY2024, in thousands) | | 2025 | 2024 | |---|---:|---:| | Revenue | $34,031 | $31,591 | | Gross profit | $4,329 | $4,118 | | Loss from operations | ($2,158) | ($4,632) | | Net loss | ($2,748) | ($7,042) | Consolidated Statement of Cash Flows Highlights (FY2025 vs FY2024, in thousands) | | 2025 | 2024 | |---|---:|---:| | Net cash (used in) provided by operating activities | ($599) | $728 | | Net cash used in investing activities | ($1,081) | ($2,591) | | Net cash provided by financing activities | $1,737 | $1,467 | | Net increase (decrease) in cash | $57 | ($396) | [Notes to Financial Statements](index=68&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data-Notes%20to%20Financial%20Statements) Key notes detail the going concern uncertainty, revenue disaggregation (99% from defense), a $5.7 million valuation allowance against deferred tax assets, debt covenant violations, and segment performance showing Ranor's profit offset by Stadco's loss - Note 2 reiterates the going concern uncertainty due to recurring losses at Stadco, debt covenant violations, and the need to renew or find alternative financing[280](index=280&type=chunk)[288](index=288&type=chunk) - Note 4 shows that in fiscal 2025, **99% of revenue** was from the defense market and **92% ($31.3 million)** was recognized over time; remaining performance obligations total **$48.6 million**[326](index=326&type=chunk) - Note 5 indicates a valuation allowance of **$5.7 million** against deferred tax assets as of March 31, 2025, as it is more likely than not that these benefits will not be realized[331](index=331&type=chunk) - Note 12 details the company's debt and covenant non-compliance; the company was not in compliance with the debt service and balance sheet leverage tests as of March 31, 2025[376](index=376&type=chunk)[381](index=381&type=chunk) Segment Operating Profit (Loss) (FY2025, in thousands) | Segment | Operating Profit (Loss) | |---|---:| | Ranor | $3,129 | | Stadco | ($4,643) | | Unallocated Items | ($644) | | **Consolidated Operating Loss** | **($2,158)** | [Controls and Procedures](index=100&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were ineffective as of March 31, 2025, due to five material weaknesses, for which a remediation plan is underway - Management concluded that disclosure controls and procedures were not effective as of March 31, 2025[405](index=405&type=chunk) - Management concluded that internal control over financial reporting was not effective as of March 31, 2025, due to five identified material weaknesses[408](index=408&type=chunk)[409](index=409&type=chunk) - The five material weaknesses are: 1) Purchase accounting (Stadco acquisition), 2) Tax accounting (valuation allowance), 3) Stadco accounting (resources and controls), 4) Accounting for impairment of long-lived assets, and 5) Segregation of duties[412](index=412&type=chunk) - A remediation plan is underway, including using tax and valuation specialists, enhancing policies, and centralizing Stadco's accounting functions, but the weaknesses are not yet fully remediated[414](index=414&type=chunk)[416](index=416&type=chunk) [Part III](index=107&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=107&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The five-member Board of Directors includes four independent members, with Mr. Schenker as the audit committee financial expert, and the company has adopted a Code of Ethics and Insider Trading Policy - The Board of Directors is composed of five members, with four determined to be independent: Victor E. Renuart Jr., Robert D. Straus, Andrew A. Levy, and Walter M. Schenker[423](index=423&type=chunk)[491](index=491&type=chunk) - Walter M. Schenker serves as the Chair of the Audit Committee and is designated as the 'audit committee financial expert'[435](index=435&type=chunk) - The company has adopted a Code of Ethics and an Insider Trading Policy to promote compliance with laws and regulations[435](index=435&type=chunk)[436](index=436&type=chunk) [Executive Compensation](index=110&type=section&id=Item%2011.%20Executive%20Compensation) For fiscal 2025, CEO Alexander Shen's total compensation was $337,767, with non-employee directors receiving annual fees and equity awards, and a disconnect noted between pay and performance Summary Compensation Table - Fiscal 2025 | Name and Position | Salary | Bonus | All Other Compensation | Totals | |---|---:|---:|---:|---:| | Alexander Shen, CEO | $334,423 | $500 | $2,844 | $337,767 | | Barbara Lilley, CFO (former) | $120,000 | $500 | $395 | $120,895 | | Richard Roomberg, CFO (former) | $121,795 | $25,500 | — | $147,295 | - CEO Alexander Shen has an employment agreement with a base salary of **$350,000** and is eligible for an annual cash performance bonus targeted at up to **75% of his base salary**[445](index=445&type=chunk) - Non-employee directors receive an annual fee of **$24,000**, with additional fees for the Chairman of the Board (**$20,000**) and committee chairs (**$5,000 to $7,500**)[466](index=466&type=chunk) Pay Versus Performance (Fiscal 2025) | Metric | Value | |---|---| | Compensation Actually Paid – PEO | $337,767 | | Compensation Actually Paid – non-PEO NEO | $258,790 | | Value of Initial $100 Investment (TSR) | $45 | | Net Income (Loss) | ($5,794,760) | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=121&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of June 30, 2025, executive officers and directors collectively owned 15.42% of outstanding common stock, with no other known beneficial owners exceeding 5%, and 204,327 securities available for future issuance under equity plans - As of June 30, 2025, all executive officers and directors as a group beneficially owned **1,505,237 shares**, representing **15.42%** of the outstanding common stock[484](index=484&type=chunk) Beneficial Ownership of Key Individuals (as of June 30, 2025) | Name | Shares of common stock | Percentage | |---|---:|---:| | Andrew A. Levy | 417,943 | 4.78% | | Walter M. Schenker | 320,872 | 3.29% | | Alexander Shen | 461,720 | 4.73% | | Robert Straus | 212,721 | 2.18% | - As of March 31, 2024, there were **204,327 securities** available for future issuance under equity compensation plans approved by security holders[487](index=487&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=122&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The Audit Committee reviews and approves all related party transactions, with no material transactions reported since April 1, 2022, and a majority of the board determined to be independent - The Audit Committee is responsible for approving all transactions with related parties[488](index=488&type=chunk) - The company reports no material related person transactions since April 1, 2022[490](index=490&type=chunk) - A majority of the board of directors (**4 out of 5 members**) has been determined to be independent[491](index=491&type=chunk) [Principal Accountant Fees and Services](index=125&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) For fiscal 2025, the company incurred $569,666 in audit fees, an increase from fiscal 2024, with all services pre-approved by the Audit Committee Accountant Fees (for fiscal years ended March 31) | | 2025 | 2024 | |---|---:|---:| | Audit Fees | $569,666 | $502,416 | | Audit related fees | — | — | | Tax fees | — | — | | All other fees | — | — | | **Total** | **$569,666** | **$502,416** | - The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm[496](index=496&type=chunk) [Part IV](index=126&type=section&id=Part%20IV) [Exhibits and Financial Statement Schedules](index=126&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists documents filed as part of the Form 10-K, including consolidated financial statements and notes, with financial statement schedules omitted as information is provided elsewhere - The report includes the consolidated financial statements for fiscal years 2025 and 2024[499](index=499&type=chunk) - Financial statement schedules are omitted because they are not applicable or the required information is provided elsewhere[499](index=499&type=chunk) - Key exhibits filed include the Stock Purchase Agreement for the terminated Votaw acquisition, the Amended and Restated Loan Agreement with Berkshire Bank and its eleven subsequent amendments, and various employment agreements[500](index=500&type=chunk)[501](index=501&type=chunk)[502](index=502&type=chunk) [Form 10-K Summary](index=136&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company has not provided a summary under this item - The company has not provided a summary under this item[506](index=506&type=chunk)

Westminster, MA – July 29, 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 fourth quarter and fiscal year ended March 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 a ...

Revenue and Financial Performance - Consolidated revenue for the three months ended December 31, 2024, was $7,622, a decrease of $28 or less than 1% compared to $7,650 for the same period in 2023[145]. - Ranor's revenue increased by $14 to $4,310 for the three months ended December 31, 2024, reflecting a percentage change of less than 1%[146]. - Stadco's revenue decreased by $58 to $3,312 for the three months ended December 31, 2024, representing a 2% decline[147]. - For the nine months ended December 31, 2024, consolidated revenue was $24,554, a 7% increase compared to $22,991 for the same period in 2023[164]. - Stadco's revenue for the nine months ended December 31, 2024, was $11,139 million, a 12% increase from $9,943 million in the same period of 2023[167]. Profitability and Losses - Consolidated gross profit decreased by $170 to $991 for the three months ended December 31, 2024, resulting in a gross margin of 13%, down from 15% in the same period last year[148]. - Operating loss for the three months ended December 31, 2024, was $696, an improvement of $300 compared to an operating loss of $996 for the same period in 2023[154]. - Ranor's operating income increased by $34 or 3% due to favorable operating execution and throughput[155]. - Stadco's operating loss increased by $340 or 66% due to ongoing production issues impacting throughput[156]. - Operating loss for the nine months ended December 31, 2024, was $2,525 million, a 16% increase compared to the same period in 2023[176]. - Net loss for the nine months ended December 31, 2024, was $2,860 million, or $0.30 per share, compared to a net loss of $1,921 million, or $0.22 per share, in the same period of 2023[183]. - The Company reported a net loss of $799 for the three months ended December 31, 2024, compared to a net loss of $865 for the same period in 2023, reflecting a change of $66[214]. - EBITDA for the three months ended December 31, 2024, was $51, a significant improvement from a negative EBITDA of $364 in the same period of 2023[214]. Backlog and Order Flow - Consolidated backlog as of December 31, 2024, was $45,522, indicating strong project order flow from prime defense contractors[164]. - Ranor's backlog increased to $20,344 million as of December 31, 2024, up from $18,497 million in 2023[166]. Expenses and Cost Management - Consolidated selling, general and administrative expenses decreased by $470 or 22% primarily due to the absence of due diligence work on acquisitions[151]. - Consolidated SG&A expenses decreased by $295 million, or 6%, primarily due to the absence of due diligence work on acquisitions[172]. - The Company plans to closely monitor expenses and may reduce operating costs to enhance liquidity[209]. Liquidity and Capital Management - Total available liquidity as of December 31, 2024, was approximately $330 million, consisting of $165 million in undrawn capacity under the Revolver Loan and $165 million in available cash[185]. - Cash used in operating activities for the nine months ended December 31, 2024, was $995 million, compared to cash provided of $1,180 million in the same period of 2023[189]. - The Company raised approximately $1,801 through a private placement of common stock and warrants to raise working capital[207]. - The Company is exploring various means to strengthen its liquidity position, including making Stadco operations profitable and renewing the revolver loan[206]. - The Company has outstanding debt obligations totaling $7,327 classified as current due to debt covenant violations[215]. - The Revolver Loan maturity has been extended multiple times, with the latest extension to April 30, 2025[203]. - The maturity date of the Revolver Loan was extended from May 24, 2024, to August 30, 2024, with a reduction in the maximum principal amount from $5 million to $4.5 million[127]. Risks and Compliance - The company has faced risks related to reliance on individual purchase orders and external factors such as supply chain inefficiencies and price inflation[107]. - The company is registered and compliant with ITAR, ensuring adherence to U.S. defense regulations[115]. - The uncertainty surrounding recurring operating losses at Stadco raises substantial doubt about the Company's ability to continue as a going concern for at least one year[210]. - The Company acknowledges an Existing Default due to failure to meet the required minimum Debt Service Coverage Ratio for the twelve-month periods ending March 31, 2024, and December 31, 2024[204]. Investments and Capital Expenditures - The company invested $2,796 million in new factory machinery and equipment for the nine months ended December 31, 2024[191]. - The company issued 320,000 shares as a Stock Termination Fee following the termination of the Votaw acquisition agreement[126]. Shareholder Actions - The company entered into a Securities Purchase Agreement on July 3, 2024, selling 521,800 shares and warrants for a total of $1.801 million, aimed at raising working capital[130]. - The company has filed a registration statement with the SEC for the resale of shares, which was declared effective on January 31, 2025[131].

Revenue Performance - Third quarter consolidated revenue was $7.6 million, a decrease of less than 1% compared to $7.7 million in the same period last year[4] - For the nine months ended December 31, 2024, revenue was $24.6 million, a 7% increase compared to $22.99 million in the prior year[7] - Consolidated revenue for the year ended December 31, 2024, was $7,622 million, a decrease of $28 million or approximately 0.4% compared to $7,650 million in 2023[24] - For the nine months ended December 31, 2024, consolidated revenue was $24,554 million, an increase of $1,562 million or 7% from $22,991 million in 2023[26] - Ranor's revenue increased by $14 million to $4,310 million, representing 57% of total revenue, while Stadco's revenue decreased by $58 million to $3,312 million, accounting for 43% of total revenue[24] Profitability - Gross profit for the quarter was $1.0 million, representing a 15% decrease from the previous year[7] - Consolidated gross profit decreased by $170 million to $991 million, resulting in a gross margin of 13%, down from 15% in the previous year[24] - Ranor's gross profit increased by $563 million to $4,266 million, while Stadco reported a gross loss of $2,022 million, a decline of $1,209 million[26] - EBITDA for the three months ended December 31, 2024, was $51 million, a significant improvement from a loss of $364 million in the same period of 2023[29] Costs and Expenses - Cost of revenue increased by 2% to $6.6 million, primarily due to higher production costs at the Stadco segment[7] - Consolidated cost of revenue increased by $142 million to $6,631 million, representing 87% of total revenue, up from 85% in the previous year[24] - SG&A expenses decreased by 22% to $1.7 million due to the absence of due diligence costs for acquisitions[7] Net Loss and Financial Position - Net loss for the quarter was $0.8 million, with a full valuation maintained on deferred tax assets[7] - The net loss for the nine months ended December 31, 2024, was $2,860 million, compared to a net loss of $1,921 million in 2023[28] - Working capital was negative $1.8 million as of December 31, 2024, compared to negative $2.9 million on March 31, 2024[8] - Total debt as of December 31, 2024, was $7.4 million, down from $7.6 million on March 31, 2024[8] - Cash and cash equivalents at the end of the period were $165 million, down from $391 million at the beginning of the period[28] Backlog and Future Expectations - The backlog as of December 31, 2024, was $45.5 million, indicating strong customer confidence[4] - The company expects to deliver its backlog over the next one to three fiscal years with gross margin expansion[4] -

Financial Data and Key Metrics Changes - The company reported its Q2 2025 financial results during the conference call, with specific emphasis on the changes in financial metrics [1][2]. - Management highlighted the importance of understanding the risks and uncertainties associated with forward-looking statements, which may impact actual results [2][3]. Business Line Data and Key Metrics Changes - Specific details regarding the performance of various business lines were not disclosed in the provided excerpts [1][2]. Market Data and Key Metrics Changes - The conference call did not provide detailed market data or key metrics changes relevant to different markets [1][2]. Company Strategy and Development Direction - The company’s strategic direction and competitive positioning were not explicitly discussed in the provided excerpts [1][2]. Management Comments on Operating Environment and Future Outlook - Management acknowledged the potential risks and uncertainties that could affect future performance, emphasizing the need for caution in interpreting forward-looking statements [2][3]. Other Important Information - The company held its Annual Meeting of Stockholders on December 19, 2024, where six directors were elected, indicating ongoing governance and leadership changes [4]. Q&A Session Summary Question: What are the implications of the recent director elections? - The management did not provide specific insights into the implications of the recent director elections during the call [1][2].

Revenue and Financial Performance - Consolidated revenue for the three months ended September 30, 2024, was $8,946 million, a 12% increase from $7,970 million in the same period of 2023[135]. - Ranor's revenue increased by $295 million, or 7%, to $4,790 million, while Stadco's revenue rose by $617 million, or 17%, to $4,223 million[135][136]. - Consolidated revenue for the six months ended September 30, 2024, was $16,932 million, a 10% increase from $15,341 million in the same period of 2023[153]. - Stadco reported revenue of $7,827 for the six months ended September 30, 2024, an increase of $1,254, or 19%, compared to $6,573 for the same period in 2023[156]. Profitability and Losses - Consolidated gross profit decreased by $21 million, or 2%, to $1,014 million, with a gross margin of 11% compared to 13% in the prior year[137]. - Ranor's gross profit increased by $474 million, with a gross margin improvement to 17% from 13% year-over-year[138]. - Stadco reported a gross profit loss of $504 million, with a gross margin of (6)%, down from 0% in the same period last year[139]. - For the three months ended September 30, 2024, the operating loss was $488 million, an improvement of $109 million compared to the operating loss of $597 million in the same period of 2023[143]. - The net loss for the three months ended September 30, 2024, was $601 million, or $0.06 per share, compared to a net loss of $528 million, also $0.06 per share, in the prior year[151]. - The company recorded a net loss of $2,061, or $0.22 per share, for the six months ended September 30, 2024, compared to a net loss of $1,056, or $0.12 per share, for the same period in 2023[170]. - EBITDA for the six months ended September 30, 2024, was negative $425,000, compared to negative $8,000 for the same period in 2023, indicating a decline of $417,000[208]. Operational Highlights - The company has a manufacturing facility of 145,000 square feet in Massachusetts, capable of producing precision components weighing up to 100 tons[104]. - The company primarily targets repeating custom programs with stable designs, focusing on long-term solutions for customers[110]. - The backlog at Ranor increased to $21,714 million as of September 30, 2024, compared to $19,125 million in the same period of 2023[155]. - Stadco's backlog increased to $26,927 as of September 30, 2024, from $25,543 in 2023, indicating strong demand for components related to various programs[157]. Liquidity and Financing - The company entered into a Securities Purchase Agreement on July 3, 2024, selling 521,800 shares and warrants for a total of $1.801 million, aimed at raising working capital[122]. - As of September 30, 2024, total available liquidity was approximately $1,275, consisting of $1,143 in undrawn capacity under the Revolver Loan and $132 in cash[172]. - The company invested $1,622 in new factory machinery and equipment for the six months ended September 30, 2024, down from $2,659 in the same period in 2023[180]. - The Company is exploring various means to strengthen its liquidity position, including making Stadco operations profitable and renewing the revolver loan[199]. - The maturity date of the Revolver Loan has been extended multiple times, with the latest extension to April 30, 2025[193]. Compliance and Regulatory Matters - The company is registered and compliant with ITAR, ensuring adherence to U.S. defense regulations[105]. - The Company acknowledges an Existing Default due to failure to meet the required minimum Debt Service Coverage Ratio for the twelve-month periods ending March 31, 2024, and September 30, 2024[194]. Risks and Challenges - The company has faced risks related to reliance on individual purchase orders and external factors such as supply chain inefficiencies and government regulations[100]. - The uncertainty surrounding recurring operating losses at Stadco raises substantial doubt about the Company's ability to continue as a going concern for at least one year[202]. - The Company plans to monitor expenses closely and may reduce operating costs to enhance liquidity[201].

Revenue Performance - Second quarter consolidated revenue was $8.9 million, a 12% increase compared to $8.0 million in the same period last year[4] - For the six months ended September 30, 2024, revenue was $16.9 million, a 10% increase from $15.3 million in the prior year[13] - Consolidated revenue for the six months ended September 30, 2024, was $16,932 million, a 10% increase from $15,341 million in the same period of 2023[23] - Ranor's revenue increased by 2% to $9,172 million, while Stadco's revenue rose by 19% to $7,827 million for the six months ended September 30, 2024[23] Cost and Profitability - Cost of revenue was $7.9 million, up 14% primarily due to higher production costs at Stadco[5] - Consolidated cost of revenue for the six months ended September 30, 2024, was $15,679 million, reflecting a 15% increase from $13,612 million in 2023[23] - Gross profit was $1.0 million, a 2% decrease compared to the same period a year ago[5] - Consolidated gross profit decreased by 28% to $1,253 million for the six months ended September 30, 2024, compared to $1,729 million in 2023[23] Losses and Financial Position - The company reported a net loss of $0.6 million, maintaining a full valuation on its deferred tax assets[5] - The net loss for the six months ended September 30, 2024, was $2,061 million, compared to a net loss of $1,056 million in the same period of 2023[25] - The operating loss for the six months was $1.8 million, an increase of $0.6 million primarily due to losses at Stadco[13] - EBITDA for the six months ended September 30, 2024, was negative at $(425) million, a decline from $(8) million in 2023[27] Working Capital and Debt - Working capital was negative $1.5 million, with total debt amounting to $7.2 million[7] - Cash and cash equivalents at the end of the period were $132 million, down from $138 million at the beginning of the period[25] - The company reported a significant increase in accounts payable by $1,741 million for the six months ended September 30, 2024[25] Capital Expenditures and Financing - The company incurred $1,622 million in capital expenditures for property, plant, and equipment during the six months ended September 30, 2024[25] - The company raised $1,801 million through a private placement during the financing activities[25] Backlog and Future Expectations - As of September 30, 2024, the company had a backlog of $48.6 million, indicating strong customer confidence[4] - The company expects to deliver its backlog over the next one to three fiscal years with gross margin expansion[4] SG&A Expenses - SG&A expenses totaled $1.5 million, an 8% decrease due to reduced spending on outside advisory services[5]

Core Viewpoint - TechPrecision Corporation has scheduled a conference call to discuss its financial results for the second quarter of fiscal year 2025, indicating a focus on transparency and communication with stakeholders [1] Financial Results - The conference call will provide insights into the company's financial performance, including revenue, profit margins, and other key financial metrics for the second quarter [1] - The specific date and time for the conference call have been announced, allowing investors and analysts to prepare for the discussion [1] Company Communication - The scheduling of the conference call reflects the company's commitment to keeping investors informed about its financial health and operational developments [1] - This proactive approach may enhance investor confidence and engagement with the company's strategic direction [1]

Financial Data and Key Metrics Changes - The company is currently in a quiet period and has not released the fiscal year 2025 second quarter financials, limiting the ability to discuss financial specifics [6]. Business Line Data and Key Metrics Changes - No specific data on business lines was provided during the call due to the ongoing quiet period [6]. Market Data and Key Metrics Changes - There were no updates on market data or key metrics as the company is in a quiet period [6]. Company Strategy and Development Direction and Industry Competition - The company is facing a pending proxy contest, which may influence its strategic direction and competitive positioning [6]. Management's Comments on Operating Environment and Future Outlook - Management refrained from discussing future performance estimates due to the quiet period and pending proxy contest [6]. Other Important Information - The call included a reminder about the forward-looking statements and the associated risks and uncertainties [3][4]. Q&A Session All Questions and Answers - No Q&A session was conducted during this call as the company is in a quiet period [6].