Techprecision Corp 2025年季度报告

FORM 10-Q Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.☐Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter periodthat the registrant was required to submit such files). Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company ☐Accelerated filer☐☐Smaller reporting company☐☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☐No The number of shares outstanding of the registrant’s common stock as of January 17, 2025, was 9,662,525. TABLE OF CONTENTS PagePART I.FINANCIAL INFORMATION3ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)3CONDENSED CONSOLIDATED BALANCE SHEETS3CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS4CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY5CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS6NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS7ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS21ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK35ITEM 4.CONTROLS AND PROCEDURES35PART II.OTHER INFORMATION38ITEM 1.LEGAL PROCEEDINGS38ITEM 5.OTHER INFORMATION37ITEM 6.EXHIBITS39SIGNATURES40 SUPPLEMENTAL INFORMATION – NONCASH TRANSACTIONS: Noncash Operating On April 29, 2024, we extinguished a liability of $1,117 when we issued 320,000 shares of common stock inconnection with the breakup fee payment as set forth under an agreement to terminate the acquisition of VotawPrecision Technologies, Inc. Noncash Financing On April 29, 2024, we issued 320,000 shares of common stock with a fair value of $1,536 for the breakup feepayment as set forth under an agreement to terminate the acquisition of Votaw Precision Technologies, Inc. Theadditional $419 was based on the change in fair value of shares at the time of issuance was recorded in April 2024. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (in thousands, except per share data) NOTE 1 - DESCRIPTION OF BUSINESS TechPrecision Corporation, or “TechPrecision”, is a Delaware corporation organized in February 2005 under thename Lounsberry Holdings II, Inc. On February 24, 2006, we acquired all the issued and outstanding capital stock ofour wholly owned subsidiary Ranor, Inc., or “Ranor.” Ranor, together with its predecessors, has been in continuousoperation since 1956. The name was changed to TechPrecision Corporation on March 6, 2006. TechPrecision is the parent company of Ranor, Westminster Credit Holdings, LLC, or “WCH”, Stadco NewAcquisition, LLC, or “Acquisition Sub”, and Stadco. TechPrecision, Ranor, WCH, Acquisition Sub and Stadco arecollectively referred to as the “Company”, “we”, “us” or “our”. We are a custom manufacturer of precision, large-scale fabrication components and precision, large-scale machinedmetal structural components. The components that we manufacture are customer designed. We sell to customers intwo main industry sections: defense and precision industrial markets. NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation -The accompanying condensed consolidated financial statements includethe accounts of TechPrecision, Ranor, Stadco, WCH, and Acquisition Sub. Intercompany transactions and balanceshave been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of September30, 2024, the condensed consolidated statements of operations and stockholders’ equity for the three and six monthsended September 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the six monthsended September 30, 2024 and 2023 are unaudited, and, in the opinion of management, include all adjustments thatare necessary for a fair presentation of our financial statements for interim periods in accordance with U.S.Generally Accepted Accounting Principles, or “U.S. GAAP”. All adjustments are of a normal, recurring natur