Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41698

TechPrecision Corporation

(Exact name of registrant as specified in its charter)


Delaware		51-0539828
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		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 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that 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 smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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 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.

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TABLE OF CONTENTS


		Page
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	3
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	4
	CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	35
ITEM 4.	CONTROLS AND PROCEDURES	35
PART II.	OTHER INFORMATION	38
ITEM 1.	LEGAL PROCEEDINGS	38
ITEM 5.	OTHER INFORMATION	37
ITEM 6.	EXHIBITS	39
	SIGNATURES	40

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PART I

ITEM 1. FINANCIAL STATEMENTS

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		26,128		26,944
Commitments (see Note 14)
Stockholders’ Equity:
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

See accompanying notes to the condensed consolidated financial statements.

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TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)


	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

See accompanying notes to the condensed consolidated financial statements.

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TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (unaudited)


				Additional				Total
	Common	Par		Paid in		Accumulated		Stockholders’
(in thousands, except per share data)	Stock	Value		Capital		Deficit		Equity
Balance March 31, 2023	8,613,408	$	1	$	14,950	$	(356)	$	14,594
Net loss	—		—		—		(528)		(528)
Balance June 30, 2023	8,613,408	$	1	$	14,950	$	(884)	$	14,066
Stock issued for exercised options	109,024		—		—		—		—
Stock used for tax withholding at exercise	—		—		(34)		—		(34)
Restricted stock award	15,000		—		—		—		—
Stock-based compensation	—		—		9		—		9
Net loss	—		—		—		(528)		(528)
Balance September 30, 2023	8,737,432	$	1	$	14,925	$	(1,412)	$	13,513

Balance March 31, 2024	8,777,432	$	1	$	15,201	$	(7,399)	$	7,803
Stock issued for termination fee	320,000		—		1,536		—		1,536
Restricted stock-based compensation	—		—		9		—		9
Net loss	—		—		—		(1,460)		(1,460)
Balance June 30, 2024	9,097,432		1		16,746		(8,859)		7,888
Sale of stock and warrants, net	521,800		—		1,588		—		1,588
Stock-based compensation	—		—		9		—		9
Net loss	—		—		—		(601)		(601)
Balance September 30, 2024	9,619,232	$	1	$	18,343	$	(9,460)	$	8,884

See accompanying notes to the condensed consolidated financial statements.

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TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


	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 (used in) 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

See accompanying notes to the condensed consolidated financial statements.

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 in connection with the breakup fee payment as set forth under an agreement to terminate the acquisition of Votaw Precision 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 fee payment as set forth under an agreement to terminate the acquisition of Votaw Precision Technologies, Inc. The additional $419 was based on the change in fair value of shares at the time of issuance was recorded in April 2024.

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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 the name Lounsberry Holdings II, Inc. On February 24, 2006, we acquired all the issued and outstanding capital stock of our wholly owned subsidiary Ranor, Inc., or “Ranor.” Ranor, together with its predecessors, has been in continuous operation 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 New Acquisition, LLC, or “Acquisition Sub”, and Stadco. TechPrecision, Ranor, WCH, Acquisition Sub and Stadco are collectively referred to as the “Company”, “we”, “us” or “our”.

We are 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.

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation - The accompanying condensed consolidated financial statements include the accounts of TechPrecision, Ranor, Stadco, WCH, and Acquisition Sub. Intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of September 30, 2024, the condensed consolidated statements of operations and stockholders’ equity for the three and six months ended September 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the six months ended September 30, 2024 and 2023 are unaudited, and, in the opinion of management, include all adjustments that are 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 nature, except as otherwise disclosed. The results of operations for an interim period are not necessarily indicative of the results of operations to be expected for the fiscal year.

These notes to the condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or the “SEC”, for Quarterly Reports on Form 10-Q. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements and related notes should be read in conjunction with the consolidated financial statements included with our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on September 13, 2024.

Use of Estimates in the Preparation of Financial Statements - In preparing the condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenue and expenses during the reporting period. We continually evaluate our estimates, including those related to revenue recognition and income taxes. We base our estimates on historical and current experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.

Liquidity and Going Concern - Our liquidity is highly dependent on the availability of financing facilities and our ability to generate positive operating cash flow. For the six months ended September 30, 2024, we reported a net loss of $2,061.

As of September 30, 2024, we had approximately $1,275 in total available liquidity, consisting primarily of $132 in cash and cash equivalents, and $1,143 in undrawn capacity under our revolver loan. As of March 31, 2024, we had approximately $677 in total available liquidity, consisting of $138 in cash and cash equivalents, and $539 in undrawn capacity under our revolver loan.

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The Company is the borrower under a Loan Agreement which was amended on May 28, 2024, Ranor and certain affiliates of the Company entered into the Eighth Amendment to Amended and Restated Loan Agreement and Fourth Amendment to Second Amended and Restated Promissory Note, or the “Eighth Amendment”. In addition to extending the maturity date of the revolver loan to August 30, 2024, the Eighth Amendment reduced the maximum principal amount from $5,000 to $4,500 and required that an operational assessment be performed, primarily at Stadco, by an acceptable third-party consultant. The lender has acknowledged receipt of that operational assessment of Stadco as required pursuant to the Eighth Amendment.

On September 4, 2024, Ranor and the other Borrowers entered into a Ninth Amendment to Amended and Restated Loan Agreement and Fifth Amendment to Second Amended and Restated Promissory Note, or the “Ninth Amendment”, with Berkshire Bank. Effective August 30, 2024, the Ninth Amendment, among other things, extended the maturity date of the Revolver Loan from August 30, 2024 to January 15, 2025.

On December 19, 2024, Ranor and the other Borrowers entered into a Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note, or the “Tenth Amendment”, with Berkshire Bank. The Tenth Amendment, among other things, extended the maturity date of the Revolver Loan from January 15, 2025 to April 30, 2025 (see Note 16 - Subsequent Event).

The Company acknowledges that a certain event of default has occurred and is continuing under the Loan Agreement as a result of the Company’s failure to satisfy the Debt Service Coverage Ratio, or DSCR, for the twelve-month period ending September 30, 2024. The lender reserves any and all rights and remedies available to it under the Loan Agreement, including, without limitation, its right to choose to accelerate and demand the outstanding indebtedness evidenced by the loan documents, and to seek immediate repayment in full.

There was $7,154 in total outstanding debt under the Loan Agreement on September 30, 2024. Without a waiver, the lender has the right, but not the obligation, to demand repayment from the Company for noncompliance with the debt covenants. In addition, the lender retains the right to act on covenant violations that occur after the date of delivery of any waiver. The lender has not granted us a waiver. As such, we need to seek alternative financing to pay these obligations as the Company does not have existing facilities or sufficient cash on hand to satisfy these obligations. It is also probable that the Company will not be in compliance with the same debt covenants at subsequent measurement dates within the next twelve months. As a result of the above, all of our long-term debt has been classified as current in our condensed consolidated balance sheet.

The Company is exploring various means of strengthening its liquidity position and ensuring compliance with its debt financing covenants by improving profitability of Stadco operations, renewing our revolver loan, or entering into alternative debt facilities.

On July 3, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold 521,800 shares of the Company’s common stock, par value $0.0001 per share, and 521,800 common stock purchase warrants to purchase 521,800 shares of Common Stock in a private placement at an aggregate purchase price of $1,801. The combined purchase price for one share and one warrant was $3.45. The purpose of the private placement was to raise working capital for use by the Company. The closing of the offering occurred on July 8, 2024. Placement fees in connection with the offering totaled $213. In addition, the Company issued to the placement agent common stock purchase warrants to purchase up to 19,983 shares of common stock.

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In order for us to continue operations beyond the next twelve months from the date of issuance of the financial statements and to be able to discharge our liabilities and commitments in the normal course of business, we must renew our revolver loan by April 30, 2025, or seek alternative financing if the lender calls the loan due to default. We must mitigate our recurring operating losses at our Stadco subsidiary, efficiently increase utilization of our manufacturing capacity, and improve the manufacturing process. We plan to closely monitor our expenses and, if required, will reduce operating costs to enhance liquidity.

The uncertainty associated with the recurring operating losses at Stadco, the revolver loan renewal, the need for alternative financing, and compliance with debt covenants at current and subsequent measurement dates raise substantial doubt about our ability to continue as a going concern for at least one-year after the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued.

The condensed consolidated financial statements for the three and six months ended September 30, 2024, were prepared on the basis of a going concern which contemplates that we will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should we be required to liquidate assets. Our ability to satisfy our current liabilities and to continue as a going concern is dependent upon the Company’s compliance with the debt covenants, renewing the revolver loan, and its ability to grow revenue and reduce costs at Stadco. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

New Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board, or the “FASB”, issued Accounting Standards Update, or “ASU”, 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40), Disaggregation of Income Statement Expenses. The ASU will require the Company to provide more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The ASU does not change the expense captions an entity presents on the face of the income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating this update to determine the impact it may have on the disclosures to its condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard update is effective for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating this update to determine the impact it may have on the disclosures to the consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The guidance in this update enhances segment reporting by expanding the breadth and frequency of segment disclosures required for public entities and allows registrants to disclose multiple measures of segment profit or loss. This update requires a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is any significant expense incurred by the segment, including direct expenses, shared expenses, allocated corporate overhead, or interest expense that is regularly reported to the Chief Operating Decision Maker, or CODM, and is included in the measure of segment profit or loss. This standard update is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating this update to determine the impact it may have on the disclosures to its condensed consolidated financial statements and will apply the guidance retrospectively.

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NOTE 3 – REVENUE

The Company generates revenue primarily from performance obligations completed under contracts with customers in two main market sectors: defense and precision industrial. The period over which the Company performs its obligations is generally between three and thirty-six months. Revenue is recognized over-time or at a point-in-time given the terms and conditions of the related contracts. The Company utilizes an inputs methodology based on estimated labor hours to measure performance progress. This model best depicts the transfer of control to the customer. The Company’s contract portfolio is comprised of fixed-price contracts and provide for product type revenue only. The following table presents revenue on a disaggregated basis by market and contract type:


Revenue by market	Defense		Industrial		Totals
Three months ended September 30, 2024	$	8,919	$	27	$	8,946
Three months ended September 30, 2023	$	7,960	$	10	$	7,970
Six months ended September 30, 2024	$	16,861	$	71	$	16,932
Six months ended September 30, 2023	$	15,159	$	182	$	15,341


Revenue by contract type	Over-Time		Point-in-Time		Totals
Three months ended September 30, 2024	$	8,532	$	414	$	8,946
Three months ended September 30, 2023	$	7,414	$	556	$	7,970
Six months ended September 30, 2024	$	15,861	$	1,071	$	16,932
Six months ended September 30, 2023	$	14,347	$	994	$	15,341

As of September 30, 2024, the Company had $48,641 of remaining performance obligations, of which $41,304 were less than 50% complete. The Company expects to recognize all of its remaining performance obligations as revenue within the next thirty-six months.

We are dependent each year on a small number of customers who generate a significant portion of our business, and these customers change from year to year. The following table sets forth revenue from customers who accounted for more than 10% of our revenue.


	Three months ended				Three months ended				Six months ended				Six months ended
	September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Customer	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
A	$	1,531	17	%	$	2,560	32	%	$	3,064	18	%	$	4,845	32	%
B	$	898	10	%	$	*	*	%	$	1,890	11	%	$	*	*	%
C	$	1,206	13	%	$	*	*	%	$	2,281	13	%	$	*	*	%
D	$	1,041	12	%	$	*	*	%	$	*	*	%	$	*	*	%
E	$	1,365	15	%	$	1,235	16	%	$	3,238	19	%	$	2,101	13	%
F	$	2,113	24	%	$	*	*	%	$	2,992	18	%	$	*	*	%
G	$	*	*	%	$	*	*	%	$	*	*	%	$	*	*	%
H	$	*	*	%	$	*	*	%	$	*	*	%	$	*	*	%

*Less than 10% of total

In our condensed consolidated balance sheet, contract assets and contract liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. Contract assets consist of the following at:


			Progress
	Unbilled		payments		Total
September 30, 2024	$	22,818	$	(13,273)	$	9,545
March 31, 2024	$	19,255	$	(10,728)	$	8,527

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For the six months ended September 30, 2024 and 2023, we recognized revenue of $2,056 and $1,195 related to our contract liabilities as of April 1, 2024 and 2023. Contract liabilities consist of the following as of:


			Customer
	Deferred Revenue		Deposits		Total
September 30, 2024	$	886	$	1,631	$	2,517
March 31, 2024	$	2,104	$	1,684	$	3,788

NOTE 4 – INCOME TAXES

The tax provision for interim periods is determined using the estimated annual effective consolidated tax rate, based on the current estimate of full-year earnings before taxes, adjusted for the impact of discrete quarterly items.

In assessing the recoverability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have determined that it is more likely than not that certain future tax benefits may not be realized. The assessment was based on the weight of negative evidence at the balance sheet date, our recent operating losses and unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels. Accordingly, a valuation allowance has been recorded against deferred tax assets that are unlikely to be realized. Realization of deferred tax assets will depend on the generation of sufficient taxable income in the appropriate jurisdictions, the reversal of deferred tax liabilities, tax planning strategies and other factors prior to the expiration date of the carryforwards. A change in the estimates used to make this determination could require an increase or a reduction the valuation allowance currently recorded against those deferred tax assets. The valuation allowance on deferred tax assets was approximately $5,900 on September 30, 2024 and $5,300 on March 31, 2024. We believe that it is more likely than not that the benefit from certain NOL carryforwards and other deferred tax assets will not be realized.

For the three months ended September 30, 2024, there was no change in our judgment about the realizability of deferred tax assets in future years, and, therefore, no expense or benefit provided for income taxes. We recorded an income tax benefit for the three ($177) and six months ($323) ended September 30, 2023. The Company’s effective tax rate for the six months ended September 30, 2023 was 23.4%.

NOTE 5 – EARNINGS PER SHARE (EPS)

Basic EPS is computed by dividing reported earnings available to stockholders by the weighted average number of shares outstanding. Diluted EPS also includes the effect of stock options and restricted stock that would be dilutive. The following table provides a reconciliation of the numerators and denominators reflected in the basic and diluted earnings per share computations for the periods ended:


	Three Months ended		Three Months ended		Six Months ended		Six Months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Basic and diluted EPS
Net loss	$	(601)	$	(528)	$	(2,061)	$	(1,056)
Weighted average shares – basic and diluted		9,568,660		8,720,603		9,279,967		8,667,298
Net loss per share	$	(0.06)	$	(0.06)	$	(0.22)	$	(0.12)

The following table depicts all potential common stock equivalents that have an anti-dilutive effect are excluded from the calculation of diluted EPS (i.e., those that increase income per share or decrease loss per share), for the periods ended:


	Three Months ended	Three Months ended	Six Months ended	Six Months ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	542,500	542,500	542,500	542,500
Warrants	566,783	25,000	566,783	25,000
Restricted stock	10,000	—	10,000	—

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NOTE 6 – STOCK-BASED COMPENSATION

The 2016 TechPrecision Equity Incentive Plan, or the “2016 Plan”, is designed to reflect our commitment to having best practices in both compensation and corporate governance. The 2016 Plan provides for a share reserve of 1,250 shares of common stock.

The 2016 Plan authorizes the award of incentive and non-qualified stock options, restricted and unrestricted stock awards, restricted stock units, and performance awards to employees, directors, consultants, and other individuals who provide services to TechPrecision or its affiliates. The purpose of the 2016 Plan is to: (a) enable TechPrecision and its affiliated companies to recruit and retain highly qualified employees, directors and consultants; (b) provide those employees, directors and consultants with an incentive for productivity; and (c) provide those employees, directors and consultants with an opportunity to share in the growth and value of the Company. Subject to adjustment as provided in the 2016 Plan, the maximum number of shares of common stock that may be issued with respect to awards under the 2016 Plan is 1,250 shares (inclusive of awards issued under the 2006 Long-Term Incentive Plan, or the “2006 Plan”, that remained outstanding as of the effective date of the 2016 Plan). Shares of our common stock subject to awards that expire unexercised or are otherwise forfeited shall again be available for awards under the 2016 Plan.

As of September 30, 2024, there were 257,500 shares available for grant under the 2016 Plan. The following table summarizes information about options granted during the most recently completed periods:


						Weighted
						Average
		Weighted		Aggregate		Remaining
	Number Of	Average		Intrinsic		Contractual Life
	Options	Exercise Price		Value		(in years)
Outstanding, vested, and exercisable at March 31, 2024	542,500	$	1.53	$	1,129	2.93
Outstanding, vested, and exercisable at September 30, 2024	542,500	$	1.53	$	1,091	2.49

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price on the last trading day of the first quarter of fiscal 2025 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of September 30, 2024. This amount changes based on the fair market value of the Company’s common stock. The maximum contractual term is ten years for option grants. Other information relating to stock options outstanding as of September 30, 2024 is as follows:


		Weighted
	Options	Average	Options o/s		Exercisable
	Outstanding	Remaining	Weighted		Weighted
	And	Contractual	Average		Average
Range of Exercise Prices:	Exercisable	Term	Exercise Price		Exercise Price
$0.01-$0.99	192,500	0.86	$	0.32	$	0.32
$2.00-$2.99	350,000	2.67	$	2.19	$	2.19
Total	542,500

Restricted Stock Award

On August 3, 2023, we issued 15,000 shares of restricted common stock to the Company’s CFO. Under the terms of the employment agreement, provided employment with the Company continues from the grant date through the applicable vesting dates, 5,000 shares of the restricted stock will vest on each of the first, second, and third anniversaries of the effective employment date of July 17, 2023. Fair value of $111 was measured on the date of grant based on the number of shares expected to vest and the quoted market price of the Company’s common stock. Stock-based compensation expense will be recognized ratably over the vesting period. Total recognized compensation cost related to this award for the quarter ended September 30, 2024, was $19. On September 30, 2024, there was $92 of remaining unrecognized compensation cost related to this award which is expected to be recognized over the next twenty-four months.

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NOTE 7 - CONCENTRATION OF CREDIT RISK

We maintain bank account balances, which, at times, may exceed insured limits. We have not experienced any losses with these accounts and believe that we are not exposed to any significant credit risk on cash.

As of September 30, 2024, there were trade accounts receivable balances outstanding from three customers comprising 75% of the total trade receivables balance. The following table sets forth information as to trade accounts receivable from customers who accounted for more than 10% of our accounts receivable balance as of:


	September 30, 2024				March 31, 2024
Customer	Amount		Percent		Amount		Percent
A	$	*	*	%	$	383	16	%
B	$	*	*	%	$	*	*	%
C	$	*	*	%	$	*	*	%
D	$	384	16	%	$	*	*	%
E	$	1,031	43	%	$	1,042	44	%
F	$	*	*	%	$	*	*	%
G	$	376	16	%	$	*	*	%
H	$	*	*	%	$	423	18	%

*less than 10% of total

NOTE 8 - OTHER CURRENT ASSETS


Other current assets included the following as of:	September 30, 2024		March 31, 2024
Prepaid insurance	$	189	$	337
Prepaid subscriptions		78		120
Prepaid taxes		94		27
Supplier advances		12		26
Deposits		39		20
Employee advances		29		17
Prepaid advisory fees, other		18		17
Total	$	459	$	564

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT, NET


Property, plant and equipment included the following as of:	September 30, 2024		March 31, 2024
Land	$	110	$	110
Building and improvements		3,294		3,294
Machinery equipment, furniture, and fixtures		25,318		25,591
Construction-in-progress		977		148
Total property, plant, and equipment		29,699		29,143
Less: accumulated depreciation		(15,319)		(14,345)
Total property, plant and equipment, net	$	14,380	$	14,798

For the six months ended September 30, 2024 and 2023, we recorded depreciation expense of $1,040 and $789, respectively.

In September 2023, the Company signed an agreement to make additional equipment upgrades for a certain customer. We recognize new purchases as a fixed asset and billings for reimbursement from the customer as a contra-asset. Future depreciation of the asset will be offset directly by the amortization of the contra-asset on a net basis in the statement of operations. The amortization period will match the schedule of depreciation set forth under our policies.

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NOTE 10 - ACCRUED EXPENSES


Accrued expenses included the following as of:	September 30, 2024		March 31, 2024
Accrued compensation	$	1,225	$	1,172
Provision for claims		444		517
Provision for contract losses		516		293
Accrued professional fees		421		459
Accrued project costs		1,131		560
Accrued breakup fee		—		1,117
Other		199		145
Total	$	3,936	$	4,263

Accrued compensation includes amounts for executive bonuses, payroll and vacation and holiday pay. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in the provision are recorded in cost of revenue. Accrued project costs are estimates for certain project expenses during the reporting period.

Due to a change in certain conditions and events, it became probable that on March 31, 2024, the Company would not be able to close on the acquisition of Votaw Precision Technologies, Inc. and accrued a breakup fee of $1,117. On April 29, 2024, we issued 320,000 shares of common stock with a fair value of $1,536 for the breakup fee payment as set forth under the terms and conditions of the agreement. The additional $419 was based on the change in fair value of shares at the time of issuance was recorded in April 2024.

NOTE 11 – DEBT


Debt included the following loans as of:	September 30, 2024		March 31, 2024
Stadco Term Loan, at 3.79% interest, due August 2028	$	2,370	$	2,647
Ranor Term Loan, at 6.05% interest, due December 2027		2,184		2,216
Ranor Revolver Loan, due April 2025		2,600		2,785
Total debt	$	7,154	$	7,648
Less: debt issue costs unamortized	$	99	$	89
Total debt, net	$	7,055	$	7,559
Less: Current portion of long-term debt	$	7,055	$	7,559
Total long-term debt, net	$	—	$	—

Amended and Restated Loan Agreement

On August 25, 2021, the Company entered into an amended and restated loan agreement with Berkshire Bank, or the “Loan Agreement”. Under the Loan Agreement, Berkshire Bank will continue to provide the Ranor Term Loan (as defined below) and the revolving line of credit, or the “Revolver Loan”. In addition, Berkshire Bank provided the Stadco Term Loan (as defined below) in the original amount of $4,000. The proceeds of the original Ranor Term Loan of $2,850 were previously used to refinance existing mortgage debt of Ranor. The proceeds of the Revolver Loan are used for working capital and general corporate purposes of the Company. The proceeds of the Stadco Term Loan were used to support the acquisition of Stadco and refinance existing indebtedness of Stadco.

Stadco Term Loan

On August 25, 2021, Stadco borrowed $4,000 from Berkshire Bank, or the “Stadco Term Loan”, under the Loan Agreement. Interest on the Stadco Term Loan is due on unpaid balances beginning on August 25, 2021 at a fixed rate per annum equal to the 7 year Federal Home Loan Bank of Boston Classic Advance Rate plus 2.25%. Since September 25, 2021 and on the 25th day of each month thereafter, Stadco has made and will continue to make monthly payments of principal and interest in the amount of $54, with all remaining outstanding principal and accrued interest due and payable on August 25, 2028. Interest shall be calculated based on actual days elapsed and a 360-day year.

Unamortized debt issue costs as of September 30, 2024, and March 31, 2024 were $24 and $30, respectively.

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Ranor Term Loan and Revolver Loan

A term loan was made to Ranor by Berkshire Bank in 2016 in the amount of $2,850, or the “Ranor Term Loan”. Payments began on January 20, 2017, and were made in monthly installments of $19, inclusive of interest at a fixed rate of 5.21% per annum, with all outstanding principal and accrued interest due and payable on the original maturity date, December 20, 2021.

Since December 2021, Ranor and certain affiliates of the Company entered into nine separate amendments to the Amended and Restated Loan Agreement and Promissory Note to extend the maturity date of the Ranor Term Loan and Revolver Loan to December 15, 2027 and January 15, 2025, respectively.

On December 20, 2023, Ranor and certain affiliates of the Company entered into a Sixth Amendment to Amended and Restated Loan Agreement and Second Amendment to Second Amended and Restated Promissory Note, or the “Sixth Amendment”. Effective December 20, 2023, the Sixth Amendment, among other things (i) extended the maturity date of the Revolver Loan from December 20, 2023 to March 20, 2024; (ii) limited the use of proceeds from the Revolver Loan by the Company or its affiliates to $1,000 in the aggregate for due diligence and related professional costs incurred on or prior to March 20, 2024 in connection with any acquisitions; and (iii) makes certain changes to the amount and methods of valuation of equipment securing repayment of the borrowed funds.

On March 20, 2024, Ranor and certain affiliates of the Company entered into a Seventh Amendment to Amended and Restated Loan Agreement and Third Amendment to Second Amended and Restated Promissory Note, or the “Seventh Amendment”. Effective March 20, 2024, the Seventh Amendment, among other things (i) extended the maturity date of the Revolver Loan from March 20, 2024 to May 20, 2024; (ii) limited the use of proceeds from the Revolver Loan by the Company or its affiliates to $2,000 in the aggregate for due diligence and related professional costs incurred on or prior to May 10, 2024 in connection with any acquisitions; and (iii) makes certain changes to the amount and methods of valuation of equipment securing repayment of the borrowed funds. Through May 20, 2024, Ranor utilized a revolving line of credit with, following certain modifications, a maximum principal amount available of $5,000. Advances under the Revolver Loan are subject to a borrowing base equal to the lesser of (a) $5,000 or (b) the sum of (i) 80% of the net outstanding amount of Base Accounts, plus (ii) the lesser of (x) 25% of Eligible Raw Material Inventory, and (y) $250, plus (iii) 80% of the Appraised Value of the Eligible Equipment, as such terms are defined in the Loan Agreement.

The Company agrees to pay to Berkshire Bank, as consideration for Berkshire Bank’s agreement to make the Revolver Loan available, a nonrefundable Revolver Loan fee equal to 0.25% per annum (computed based on a year of 360 days and actual days elapsed) on the difference between the amount of: (a) $5,000, and (b) the average daily outstanding balance of the Revolver Loan during the quarterly period then ended. All Revolver Loan fees are payable quarterly in arrears on the first day of each January, April, July and October and on the Revolver Maturity Date, or upon acceleration of the Revolver Loan, if earlier. Interest-only payments on advances made under the Revolver Loan will continue to be payable monthly in arrears. Under the amended promissory note for the Revolver Loan, the Company pays interest at the Term SOFR-based rate.

On May 28, 2024, Ranor and the other Borrowers entered into an Eighth Amendment to Amended and Restated Loan Agreement and Fourth Amendment to Second Amended and Restated Promissory Note with Berkshire Bank. Effective May 24, 2024, the Eighth Amendment, among other things, (i) extended the maturity date of the Revolver Loan from May 24, 2024 to August 30, 2024; (ii) amended the maximum principal amount of the Revolver Loan from $5,000 to $4,500; and (iii) effective on June 1, 2024, increases the Term SOFR Margin (as defined in the Amendment) used to calculate the interest rate from 2.25% per annum to 2.50% per annum.

Paid and accrued interest expense under the Revolver Loan during the six months ended September 30, 2024 and 2023 was $90 and $83, respectively. The weighted average interest rate as of September 30, 2024 and March 31, 2024 was 7.81% and 7.60%, respectively.

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The weighted average amount outstanding during the six months ended September 30, 2024 was $2,286. There was $2,600 outstanding under the Revolver Loan as of September 30, 2024. Unused borrowing capacity as of September 30, 2024 and March 31, 2024 was approximately $1,143 and $539, respectively.

Unamortized debt issue costs as of September 30, 2024 and March 31, 2024 were $75 and $59, respectively.

Berkshire Loan Covenants

For purposes of this discussion, Ranor and Stadco are referred to together as the “Borrowers”. The Ranor Term Loan, the Stadco Term Loan and the Revolver Loan, or together, the “Berkshire Loans”, may be accelerated upon the occurrence of an event of default as defined in the Loan Agreement. Upon the occurrence and during the continuance of certain default events, at the option of Berkshire Bank, or automatically without notice or any other action upon the occurrence of certain other events specified in the Loan Agreement, the unpaid principal amount of the Berkshire Loans together with accrued interest and all other obligations owing by the Borrowers to Berkshire Bank would become immediately due and payable without presentment, demand, protest, or further notice of any kind.

The Company agreed to maintain compliance with certain financial covenants under the Loan Agreement. Namely, the Borrowers agree to maintain the ratio of the Cash Flow of TechPrecision-to-the Total Debt Service of TechPrecision of not less than 1.20 to 1.00, measured quarterly on the last day of each fiscal quarter, or annual period of TechPrecision on a trailing 12-month basis. Calculations will be based on the audited (year-end) and unaudited (quarterly) consolidated financial statements of TechPrecision. Quarterly tests will be measured based on the financial statements included in the Company’s quarterly reports on Form 10-Q within 60 days of the end of each quarter, and annual tests will be measured based on the financial statements included in the Company’s annual reports on Form 10-K within 120 days after the end of each fiscal annual period. Cash Flow means an amount, without duplication, equal to the sum of net income of TechPrecision plus (i) interest expense, plus (ii) taxes, plus (iii) depreciation and amortization, plus (iv) stock based compensation expense taken by TechPrecision, plus (v) non-cash losses and charges and one time or non-recurring expenses at Berkshire Bank’s discretion, less (vi) the amount of cash distributions, if any, made to stockholders or owners of TechPrecision, less (vii) cash taxes paid by the TechPrecision, all as determined in accordance with U.S. GAAP. “Total Debt Service” means an amount, without duplication, equal to the sum of (i) all amounts of cash interest paid on liabilities, obligations, and reserves of TechPrecision paid by TechPrecision, (ii) all amounts paid by TechPrecision in connection with current maturities of long-term debt and preferred dividends, and (iii) all payments on account of capitalized leases, all as determined in accordance with U.S. GAAP.

The Borrowers agree to cause their Balance Sheet Leverage to be less than or equal 2.50 to 1.00. For purposes of this covenant, “Balance Sheet Leverage” means, at any date of determination, the ratio of Borrowers’ (a) Total Liabilities, less Subordinated Debt, to (b) Net Worth, plus Subordinated Debt.

The Borrowers agree to maintain a Loan-to-Value Ratio of not greater than 0.75 to 1.00. “Loan-to-Value Ratio” means the ratio of (a) the sum of the outstanding balance of the Ranor Term Loan and the Stadco Term Loan to (b) the fair market value of the property pledged as collateral for the loan, as determined by an appraisal obtained from time to time by Berkshire Bank, but not more frequently than one time during each 365 day period (provided that Berkshire Bank may obtain an appraisal at any time after either the Ranor Term Loan or the Stadco Term Loan has been accelerated), which appraisals shall be at the expense of the Borrowers.

The Borrowers agree that their combined annual capital expenditures shall not exceed $1,500, subject to certain agreed-upon exclusions. Compliance is tested annually.

On June 12, 2023, the Company and Berkshire Bank executed a waiver under which Berkshire Bank waived the Company’s noncompliance with the capital expenditure limit on March 31, 2023. The waiver document also contained an agreement by the parties to exclude from the calculation of capital expenditures for purposes of the Loan Agreement during the year ending March 31, 2024, any such expenditures made by the Company to the extent they are made using funds provided by customers of the Company for the purpose of making such capital expenditures.

The Company was not in compliance with the debt service and balance sheet leverage tests as of September 30, 2024. It is also probable that the Company will not be in compliance with the same debt covenants at subsequent measurement dates within the next twelve months. As a result of the above, all of our long-term debt has been classified as current in our consolidated balance sheet.

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Collateral securing all the above obligations comprises all personal and real property of the Company, including cash, accounts receivable, inventories, equipment, and financial assets. The carrying value of short and long-term borrowings approximates their fair value. The Company’s short-term and long-term debt is all privately held with no public market for this debt and is considered to be Level 3 under the fair value hierarchy.

NOTE 12 - OTHER NONCURRENT LIABILITIES

Under an addendum to a contract purchase order, one of our customers agreed to reimburse the Company for the cost of certain new equipment. Payments are received as the Company’s incurs construction costs. All payments were received under this contract during the fiscal years ended March 31, 2024, 2023 and 2022. In case of a contract breach, at the time of the breach, the customer may claw back the funds based on a prorated ten-year straight-line annual declining balance recovery period. This liability amount is included in the Company’s condensed consolidated balance sheets as a noncurrent liability.

In September 2023, we signed an agreement to purchase new equipment for another customer who agreed to reimburse the Company for the cost of the equipment. We received the first payment in fiscal 2024, with additional payments received during the six months ended September 30, 2024. Advance payments from the customer accrue in the Company’s condensed consolidated balance sheets as a noncurrent liability.

A total of $3,528, in the aggregate, as of September 30, 2024, and March 31, 2024, was included in other noncurrent liabilities under the programs described above.

In fiscal year 2023, Stadco entered into the Payment Agreement with the Los Angeles Department of Water and Power, or “LADWP”, to settle previously outstanding amounts for water, water service, electric energy and/or electric service in the aggregate amount of $1,800 that were delinquent and unpaid. Under the Payment Agreement, Stadco will make monthly installment payments on the unpaid balance beginning on December 15, 2022, in an aggregate amount of $18 per month until the earlier of November 15, 2030, or the amount due is paid in full. Late payments under the Payment Agreement accrue a late payment charge equal to an 18% annual rate on the unpaid balance. This liability amount was included in the Company’s balance sheet as a current and noncurrent liability as of September 30, 2024 and March 31, 2024 for $221 and $1,162, and $221 and $1,254, respectively.

NOTE 13 – LEASES

On August 25, 2021, Stadco became party to an amended building and property operating lease and recorded a right of use asset and liability of $6,694. Monthly base rent for the property is $83 per month. The term of the lease will expire on June 30, 2030, and the lessee has no right of renewal beyond the expiration date. The lease contains customary default provisions allowing the landlord to terminate the lease if the lessee fails to remedy a breach of its obligations under the lease within the period specified in the lease, or upon certain events of bankruptcy or seizure or attachment of the lessee’s assets or interest in the lease. The lease also contains other customary provisions for real property leases of this type.

The following table lists our right-of-use assets and liabilities on our condensed consolidated balance sheets as of:


	September 30, 2024		March 31, 2024
Right of Use Asset
Right of use asset – operating lease	$	6,629	$	6,629
Right of use asset – finance leases		65		65
Amortization		(2,067)		(1,717)
Right of use assets net	$	4,627	$	4,977
Lease liability – operating lease	$	4,766	$	5,125
Lease liability – finance leases		15		19
Total lease liability	$	4,781	$	5,144

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Other supplemental information regarding our leases is contained in the following tables:


Components of lease expense for the six months ended:	September 30, 2024		September 30, 2023
Operating lease amortization	$	346	$	330
Finance lease amortization	$	5	$	9
Finance lease interest	$	—	$	1


Weighted average lease term and discount rate at:	September 30, 2024		September 30, 2023
Lease term (years) – operating lease	5.75		6.75
Lease term (years) – finance lease	1.50		2.15
Lease rate – operating lease	4.5	%	4.5	%
Lease rate – finance lease	3.2	%	4.5	%


Supplemental cash flow information related to leases for the six months ended:	September 30, 2024		September 30, 2023
Cash used in operating activities	$	469	$	469
Cash used in financing activities	$	5	$	11

Maturities of lease liabilities at September 30, 2024 for the next five years and thereafter:


October 1, 2024 - September 30, 2025	$	949
October 1, 2025 - September 30, 2026		944
October 1, 2026 - September 30, 2027		939
October 1, 2027 - September 30, 2028		939
October 1, 2028 - September 30, 2029		939
Thereafter		626
Total lease payments	$	5,336
Less: imputed interest		555
Total	$	4,781

NOTE 14 – COMMITMENTS

Purchase Commitments

As of September 30, 2024, we had approximately $5,911 in purchase obligations outstanding, which primarily consisted of contractual commitments to purchase new materials and supplies.

Retirement Benefits

The Company has two defined contribution and savings plan that covers substantially all employees who have completed 90 days of service. The Company contributed the following amounts to the plan during the periods ended:


	Three Months ended		Three Months ended		Six Months ended		Six Months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Company contributions	$	21	$	22	$	42	$	43

Legal Proceeding

The estimated amounts of liabilities recorded for pending and threatened litigation are recorded in other current liabilities in our consolidated balance sheets. In accordance with the accounting standard for contingencies, we record a liability when management believes that it is both probable that a liability has been incurred and we can reasonably estimate the amount of the loss. Generally, the loss is recorded for the amount we expect to resolve the liability. We believe we have recorded adequate provisions for our litigation matters. We review and adjust these provisions quarterly to reflect the effect of negotiations, settlements, rulings, and advice.

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On October 30, 2023, a former employee filed suit against Stadco asserting individual wage and hour claims, claims for age and disability discrimination under California law, and a collective action on behalf of all non-exempt Stadco employees pursuant to the California Private Attorneys General Act of 2004 (“PAGA”) [Cal. Lab. Code, ss. 2698, et seq.], to impose civil penalties for certain violations of the California Labor Code. Stadco has retained outside legal counsel to defend this action. The case has been stayed and was resolved in principle at mediation on June 26, 2024. The former employee’s individual claims were also resolved at mediation, and final settlement payment on the individual claims was due and paid in August 2024.

On October 8, 2024, the Los Angeles County (CA) Superior Court approved the settlement of the Plaintiff’s claim for imposition of civil penalties pursuant to the PAGA. Under the terms of the PAGA Settlement Agreement, the full PAGA settlement amount was paid by Stadco on December 12, 2024, which was included in accrued expenses under the provision for claims as of March 31, 2024 (see Note 10 – Accrued Expenses).

NOTE 15 – SEGMENT INFORMATION

The Company has two wholly owned subsidiaries, Ranor and Stadco that are reportable segments. All of the Company’s operations, assets, and customers are located in the U.S.

Each reportable segment focuses on the manufacture and assembly of specific components, primarily for defense, aerospace and other industrial customers. However, both segments have separate operating, engineering, and sales teams. Our Chief Executive Officer, or “CEO”, is the Chief Operating Decision Maker, or “CODM”, and evaluates the performance of our segments based upon, among other things, segment revenue and operating profit. Segment operating profit excludes general corporate costs. Corporate costs include executive and director compensation, stock-based compensation, and other corporate and administrative expenses not allocated to the segments. The following table provides summarized financial information for our segments:


	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Ranor	$	4,790	$	4,496	$	9,172	$	8,995
Stadco		4,223		3,606		7,827		6,573
Intersegment elimination		(67)		(132)		(67)		(227)
Revenue from external customers		8,946		7,970		16,932		15,341
Ranor		1,141		673		2,053		1,547
Stadco		(825)		(323)		(2,159)		(1,227)
Corporate and unallocated (1)		(804)		(947)		(1,723)		(1,497)
Total operating loss		(488)		(597)		(1,829)		(1,177)
Other income		—		41		13		41
Interest expense		(113)		(149)		(245)		(243)
Consolidated loss before income taxes	$	(601)	$	(705)	$	(2,061)	$	(1,379)
Depreciation and amortization:
Ranor					$	523	$	263
Stadco						868		865
Totals					$	1,391	$	1,128
Capital expenditures
Ranor					$	1,622	$	2,654
Stadco						—		5
Totals					$	1,622	$	2,659

(1)	Corporate general costs include executive and director compensation, and other corporate administrative expenses not allocated to the segments.

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NOTE 16 – SUBSEQUENT EVENT

As previously disclosed, Ranor, Inc. along with certain affiliates of the Company, entered into that certain Amended and Restated Loan Agreement, as amended from time to time, with Berkshire Bank under which, among other things, Berkshire Bank provided a revolving line of credit loan to the Borrowers

Under the Amended and Restated Loan Agreement and related loan documents, as further amended, the Revolver Loan had a maturity date of January 15, 2025. On December 19, 2024, Ranor and the other Borrowers entered into a Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note with Berkshire Bank. The Amendment, among other things, extends the maturity date of the Revolver Loan from January 15, 2025 to April 30, 2025.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(in thousands, except per share data)

Statement Regarding Forward Looking Disclosure

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes, which appear elsewhere in this Quarterly Report on Form 10-Q. This Quarterly Report on Form 10-Q, including this section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” may contain predictive or “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of current or historical fact contained in this quarterly report, 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,” “will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements.

These forward-looking 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. As discussed below under “Liquidity and Capital Resources”, certain events and conditions, when examined in the aggregate, indicate substantial doubt about our ability to continue as a going concern for at least one year beyond the date of the financial statements. 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 revenue and effectively control operating expenses;

●

external factors that may be outside of our control, including health emergencies, like epidemics or pandemics, California wildfires, the conflicts in Eastern Europe and the Middle East, price inflation, increasing interest rates, 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,

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●

those risks discussed in “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K, as well as those described in any other filings which we make with the SEC.

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 Quarterly Report on Form 10 - Q, except as required by applicable law. Investors should evaluate any statements made by us in light of these important factors.

Overview

TechPrecision, through our wholly owned subsidiaries, is a manufacturer of large - scale metal fabricated and machined precision components and equipment. These components are used in a variety of markets, primarily defense and aerospace, and secondarily precision industrial. All our operations and customers are in the United States.

We work with our customers to manufacture components in accordance with the customers’ drawings and specifications. Our work complies with specific military specifications and standards as well as national and international codes and standards required by our customers. We believe that we have earned our reputation through outstanding technical expertise, attention to detail, and a total commitment to quality and excellence in customer service.

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 almost all of its revenue in the defense sector. Stadco is registered and compliant with ITAR.

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Custom Manufacturing

We manufacture a variety of components in accordance with our internal core competencies and external customer needs and requirements. We also provide manufacturing engineering services to assist customers in optimizing their engineering designs for manufacturability. We do not design the components we manufacture; we custom manufacture according to customer “build-to-print” requirements and specifications. Accordingly, we do not distribute the components that we manufacture on the open market, and we do not market any products. We do not own the intellectual property rights to any proprietary marketed product, and we do not manufacture in anticipation of orders. Our custom manufacturing operations do not commence on any project before we receive and accept a customer’s purchase order. We only accept contracts that cover specific components within the capability of our resources.

We primarily target repeating custom programs with relatively mature and stable designs in order to provide long-term solutions for our customers. The multi-unit work is repeat work or a single product with multiple quantity releases. Secondarily, our activities include a variety of both multi-unit and one-off requirements. The one-off work is typically either a prototype or a unique, one-of-a-kind component.

Changes in regulations and market demand for our manufacturing expertise can be significant and sudden, and require us to adapt to the needs of the customers that we serve Understanding this dynamic, we focus on the defense industry in order to reliably pivot with our defense customers to jointly develop the capability to transform our workforce to manufacture components in accordance with our own and our external customers’ changing requirements.

We primarily serve customers in the defense and aerospace; secondarily in the nuclear, and precision industrial sectors. Within these sectors, we have manufactured custom components for US Navy submarines and aircraft carriers, USMC military helicopters, US defense and civilian aerospace programs, and components for nuclear power plants.

Our contracts are generated both through negotiation with the customer and from bids made pursuant to a request for proposal. Our ability to receive contract awards is dependent upon the contracting party’s perception of such factors as our ability to perform on time, our history of performance, including quality, our financial condition, and our ability to price our services competitively.

All the Company’s operations, assets, and customers are located in the U.S.

Recent Developments

Termination of Votaw Acquisition

On November 22, 2023 we and the Seller, entered into the Purchase Agreement, pursuant to which, we would acquire all of the issued and outstanding common stock of Votaw Precision Technologies, Inc. (“Votaw”) and after giving effect to such purchase, Votaw was to become our wholly owned subsidiary.

Due to a change in certain conditions and events, it became probable that on March 31, 2024, the Company would be unable to close on the acquisition. On April 2, 2024, the Seller delivered to the Company written notice of its election to terminate the Purchase Agreement under Section 7.01(f) effective immediately. Pursuant to Section 7.01(f) of the Purchase Agreement, in the event that the Closing had not occurred by March 31, 2024, either we or the Seller had the right to terminate the Purchase Agreement, subject to the party terminating having complied with the other required closing conditions.

Since the Seller validly terminated the Purchase Agreement pursuant to Section 7.01(f), the Company was required to pay to the Seller the Stock Termination Fee. Under the Purchase Agreement, the Stock Termination Fee can increase by 48,000 additional shares of the Company’s common stock under certain conditions, including if the Company fails to use commercially reasonable efforts to cause a registration statement to effect the resale of the shares of common stock composing the Stock Termination Fee to be declared effective by the Securities and Exchange Commission as soon as practicable. Such registration was filed with the Securities and Exchange Commission on May 2, 2024, but cannot be declared effective until we have filed all of the required financial statements with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024.

On April 29, 2024, we issued 320,000 shares of our common stock as the Stock Termination Fee.

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Amendments to Amended and Restated Loan Agreement and to Second Amended and Restated Promissory Note

On May 28, 2024, Ranor and the other Borrowers entered into an Eighth Amendment to Amended and Restated Loan Agreement and Fourth Amendment to Second Amended and Restated Promissory Note, or the “Eighth Amendment”, with Berkshire Bank. Effective May 24, 2024, the Eighth Amendment, among other things, (i) extends the maturity date of the Revolver Loan from May 24, 2024 to August 30, 2024; (ii) amends the maximum principal amount of the Revolver Loan from $5,000 to $4,500; and (iii) effective on June 1, 2024, increases the Term SOFR Margin (as defined in the Amendment) used to calculate the interest rate from 2.25% per annum to 2.50% per annum.

On September 4, 2024, Ranor and the other Borrowers entered into a Ninth Amendment to Amended and Restated Loan Agreement and Fifth Amendment to Second Amended and Restated Promissory Note, or the “Ninth Amendment”, with Berkshire Bank. Effective August 30, 2024, the Ninth Amendment, among other things, (i) extends the maturity date of the Revolver Loan from August 30, 2024 to January 15, 2025.

Read about the Berkshire Bank Loans under the “Liquidity and Capital Resources” section below, for a discussion of the amended debt agreement and its impact on the Company’s liquidity and on-going operations.

July Private Placement

On July 3, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold 521,800 shares of the Company’s common stock, par value $0.0001 per share, and 521,800 common stock purchase warrants to purchase 521,800 shares of Common Stock in a private placement at an aggregate purchase price of $1,801.The combined purchase price for one share and one warrant was $3.45. The purpose of the private placement was to raise working capital for use by the Company. The closing of the offering occurred on July 8, 2024. Placement agent’s fees in connection with the offering totaled $123. In addition, the Company issued to the placement agent common stock purchase warrants to purchase up to 19,983 shares of common stock

Pursuant to the PIPE Agreement, we have agreed to have a registration statement registering for resale the PIPE Shares and the shares underlying the PIPE Warrants declared effective with 60 days of the PIPE Closing Date. If such registration statement is not declared effective in a timely manner, we will be subject to liquidated damages as described in the PIPE Agreement.

Critical Accounting Policies and Estimates

The preparation of the condensed consolidated financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We continually evaluate our estimates, including those related to revenue recognition and income taxes. These estimates and assumptions require management’s most difficult, subjective or complex judgments. Actual results may vary under different assumptions or conditions.

We consider the principles and estimates applied for revenue recognition as one of our most critical accounting estimates. Our revenue can fluctuate from quarter-to-quarter as we measure revenue recognition over the duration of a project, or at the end of the project. The Company records most of its revenue over-time as it completes performance obligations or at a point-in-time, for example, at the delivery date, when control of the promised goods is transferred to the customer. Project volume for revenue recognized at a point-in-time is generally smaller, can fluctuate from period-to-period, and is difficult to forecast.

We measure progress for performance obligations satisfied over time using input methods such as labor hours expended. As a result, we review inputs and outputs and can estimate the remaining amounts of inputs needed to complete the work and therefore report an accurate amount of revenue each reporting period. The amount of revenue period-to-period will fluctuate based on project volume.

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Our significant accounting policies are set forth in detail in Note 2 to the consolidated financial statements included in the 2024 Annual Report on Form 10-K. There were no significant changes to our critical accounting policies during the three months ended September 30, 2024.

New Accounting Standards

See Note 2, Basis of Presentation and Significant Accounting Policies, in the Notes to the Unaudited Condensed Consolidated Financial Statements under “Item 1. Financial Statements”, for a discussion of recently adopted new accounting guidance.

Results of Operations

Our results of operations are affected by a number of external factors including the availability of raw materials, commodity prices (particularly steel), macroeconomic factors, including the availability of capital that may be needed by our customers, and political, regulatory and legal conditions in the United States and in foreign markets. It generally takes approximately twelve months or less to complete our manufacturing projects. However, contracts for larger complex components can take up to thirty-six months in general to complete. Units manufactured under the majority of our customer contracts have historically been delivered on time and with a positive gross margin. Our results of operations are also affected by our success in booking new contracts, the timing of revenue recognition, delays in customer acceptances of our products, delays in deliveries of ordered products and our rate of progress fulfilling obligations under our contracts. Delays in any of these items could have an unfavorable impact on liquidity, cause us to have inventories in excess of our short-term needs, and delay our ability to recognize, or prevent us from recognizing, revenue on contracts in our order backlog.

We evaluate the performance of our segments based upon, among other things, segment revenue, operating profit, and certain key performance indicators. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, certain retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments.

Key Performance Indicators

While we prepare our financial statements in accordance with U.S. generally accepted accounting principles, or “U.S. GAAP”, we also utilize and present certain financial measures that are not based on or included in U.S. GAAP. We refer to these as non-GAAP financial measures. Please see the section titled “EBITDA Non-GAAP financial measure” below for further discussion of these financial measures, including the reasons why we use such financial measures and reconciliations of such financial measures to the most directly comparable U.S. GAAP financial measures.

Percentages in the following tables and throughout this “Results of Operations” section may reflect rounding adjustments.

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Three Months Ended September 30, 2024 and 2023

The following table presents revenue, cost of revenue and gross profit, consolidated and by reportable segment:


	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)	%

nm – not meaningful

Revenue

Consolidated – Revenue was $8,946 for the three months ended September 30, 2024, or 12% higher when compared to revenue of $7,970 for the three months ended September 30, 2023. Revenue increased at Stadco and Ranor by $617 and $295, respectively.

Ranor – Revenue was $4,790 for the three months ended September 30, 2024, an increase of $295 or 7%, on a favorable project mix.

Stadco – Revenue was $4,223 for the three months ended September 30, 2024, an increase of $617, or 17%, driven by an favorable project mix when compared the same period prior year.

Gross Profit and Gross Margin

Consolidated – Cost of revenue consists primarily of raw materials, parts, labor, overhead and subcontracting costs. Our cost of revenue for the three months ended September 30, 2024, was $7,932, or 14% higher when compared to the three months ended September 30, 2023. The increase in cost of revenue was primarily the result of higher production costs and under-absorbed overhead at Stadco. As a result, gross profit decreased by $21, or 2% when compared to the same period a year ago. Gross margin for the three months ended September 30, 2024 was 11% compared to 13% in the same period a year ago.

Ranor – Gross profit increased by $474, when compared to the same period a year ago. Cost of revenue was $179 lower, due to efficient production with higher absorbed overhead added to our work-in-progress when compared with the same period a year ago. Gross margin increased to 17% from 13% for the three months ended September 30, 2024 compared to the three months ended September 30, 2023.

Stadco – Gross profit was negative $504 for the three months ended September 30, 2024, as our losses increased by $495 when compared to the same period a year ago. Production issues remain as factory overhead was under absorbed, and repairs and maintenance and certain project losses increased year-over-year. Gross margin decreased to (6)% for the three months ended September 30, 2024 compared to 0% for the three months ended September 30, 2023. The Stadco projects executed had overall relatively higher contract values as compared with the same period a year ago. However, higher relative contracts prices do not necessarily have higher gross profit or gross margin.

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Selling, General and Administrative (SG&A) Expenses


	September 30, 2024				September 30, 2023				Changes
			Percent of				Percent of
	Amount		Revenue		Amount		Revenue		Amount		Percent
Ranor	$	377	4	%	$	371	5	%	$	6	2	%
Stadco		321	4	%		314	4	%		7	2	%
Corporate and unallocated		804	9	%		947	12	%		(143)	(15)	%
Consolidated SG&A	$	1,502	17	%	$	1,632	21	%	$	(130)	(8)	%

Consolidated – Total selling, general and administrative expenses decreased by $130, or 8%, primarily due to a decrease in spending for outside advisory services in connection with due diligence for the terminated Votaw acquisition a year ago.

Ranor – SG&A expense increased by $6 as an increase in compensation slightly offset a decrease in office costs when compared with the same period a year ago.

Stadco – SG&A expense increased by $7 due primarily to a slight increase in compensation when compared with the same period a year ago.

Corporate and unallocated – SG&A decreased by approximately $143, primarily on a reduction for outside advisory services in connection with due diligence for the terminated Votaw acquisition which was evident in the same period of the prior year.

Operating (loss) income


	September 30, 2024				September 30, 2023				Changes
			Percent of				Percent of
	Amount		Revenue		Amount		Revenue		Amount		Percent
Ranor	$	1,141	13	%	$	673	8	%	$	468	70	%
Stadco		(825)	(9)	%		(323)	(4)	%		(502)	(156)	%
Corporate and unallocated		(804)	(9)	%		(947)	(12)	%		143	15	%
Operating loss	$	(488)	(5)	%	$	(597)	(8)	%	$	109	18	%

Consolidated – For the three months ended September 30, 2024, we reported an operating loss of $488, or $109 lower than the operating loss for the three months ended September 30, 2023. The change was primarily due to operating income at Ranor and lower corporate expenses which offset an operating loss at Stadco.

Ranor – Operating income increased by 70% due to a favorable three month period of operating execution and throughput.

Stadco – Operating loss increased by $502 as certain projects with production issues disrupted throughput for the three month period.

Corporate and unallocated – Operating loss decreased by $109, primarily on a reduction for outside advisory services in connection with due diligence for the terminated Votaw acquisition which was evident in the same period of the prior year.

Other Income (Expense), net

The following table presents other income (expense) for the three months ended:


	September 30, 2024		September 30, 2023		$ Change		% Change
Other income	$	—	$	41	$	(41)	(100)	%
Interest expense	$	(92)	$	(130)	$	38	28	%
Amortization of debt issue costs	$	(21)	$	(19)	$	(2)	(11)	%

Interest expense decreased by $38 when compared with the three months ended September 30, 2023, due primarily to a decrease in borrowings under the revolver loan. We also paid lower amounts of interest in connection with the term loans.

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Amortization of debt issue costs for the three months ended September 30, 2024, was slightly higher when compared to three months ended September 30, 2023, according to the term loan periods.

Other income, net for the three months ended September 30, 2023 includes a gain from the disposal of fixed assets.

Income Tax expense (benefit)

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. We believe that it is more likely than not that the benefit from certain state NOL carryforwards and other deferred tax assets will not be realized. The assessment was based on the weight of negative evidence at the balance sheet date, our recent operating losses and unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels. In recognition of this risk, we continue to provide a valuation allowance on these items.

For the three months ended September 30, 2024, there has been no change in our judgment about the realizability of deferred tax assets in future years, and, therefore, no expense or benefit provided for income taxes. For the three months ended September 30, 2023, the Company recorded a tax benefit of $177.

Net Loss

As a result of the foregoing, for the three months ended September 30, 2024, we recorded a net loss of $601, or $0.06 per share basic and fully diluted, compared with a net loss of $528, or $0.06 per share basic and fully diluted for the three months ended September 30, 2023.

Six Months Ended September 30, 2024 and 2023

The following table presents revenue, cost of revenue and gross profit, consolidated and by reportable segment:


	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)	%

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Revenue

Consolidated – Revenue was $16,932 for the six months ended September 30, 2024, or 10% higher when compared to revenue of $15,341 for the six months ended September 30, 2023. Revenue increased by $1,254 at Stadco and by $177 at Ranor. As explained below, we realized less direct labor hours at Stadco and Ranor on projects executed during the first six months of fiscal 2025 as compared with the same period a year ago, however, projects executed had overall relatively higher contract values. As described in the gross profit and gross margin section, higher relative contracts prices do not necessarily have higher gross profit or gross margin. Consolidated backlog was $48,641 as of September 30, 2024. Our project order flow from prime defense contactors remains strong.

Ranor – Revenue was $9,172 for the six months ended September 30, 2024, an increase of $177 or 2% higher when compared to the same period a year ago. We realized fewer direct labor hours during the first six months period of fiscal 2025, however, projects executed had overall relatively higher contract values when compared with the same period a year ago.

The backlog at Ranor remains strong as new orders continue to flow to us from our existing customer base of prime defense contractors. The backlog at Ranor on September 30, 2024 and 2023 was $21,714 and $19,125, respectively.

Stadco – Revenue was $7,827 for the six months ended September 30, 2024, compared with revenue of $6,573 for the six months ended September 30, 2023, an increase of $1,254, or 19%. Our project mix was favorable for the six month period, as projects executed on had overall relatively higher contract values during the first six months of fiscal 2025 as compared with the same period a year ago.

The backlog remains strong as new orders for components related to a variety of programs, including the U.S. Marine Corps heavy lift helicopter programs, continue to flow to us from our existing customer base of prime defense contractors. Stadco’s backlog was $26,927 and $25,543 as of September 30, 2024 and 2023, respectively.

Gross Profit and Gross Margin

Consolidated – Cost of revenue consists primarily of raw materials, parts, labor, overhead and subcontracting costs. Our cost of revenue for the six months ended September 30, 2024, was $15,679, or 15% higher when compared to the six months ended September 30, 2023. The increase in cost of revenue was primarily the result of higher production costs and under - absorbed overhead at Stadco. As a result, gross profit decreased by $476, or 28% when compared to the same period a year ago. Gross margin for the six months ended September 30, 2024 was 7% compared to 11% in the same period a year ago.

Ranor – Gross profit increased by $430, when compared to the same period a year ago. Cost of revenue decreased by $252, as an increase in material costs was more than offset by higher absorbed overhead added to our work - in - progress when compared with the same six - month period in the prior - year. Gross margin increased to 16% from 15% for the six months ended September 30, 2024 compared to the six months ended September 30, 2023.

Stadco – Gross profit was negative $1,502 for the six months ended September 30, 2024, as our losses increased when compared to the same period a year ago. Direct labor hours charged to projects were lower compared with the same prior year period a year ago. Factory overhead was under absorbed, and other production costs, repairs and maintenance and certain project losses increased year - over - year. Gross margin decreased to (9)% from (4)% for the six months ended September 30, 2024 compared to the six months ended September 30, 2023.

Selling, General and Administrative (SG&A) Expenses


	September 30, 2024				September 30, 2023				Changes
			Percent of				Percent of
	Amount		Revenue		Amount		Revenue		Amount		Percent
Ranor	$	701	4	%	$	778	5	%	$	(77)	(10)	%
Stadco		657	4	%		631	4	%		26	4	%
Corporate and unallocated		1,724	10	%		1,497	10	%		227	15	%
Consolidated SG&A	$	3,082	18	%	$	2,906	19	%	$	176	6	%

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Consolidated – Total selling, general and administrative expenses increased by $176, or 6%, primarily due to a $419 change in fair value to the accrual for the breakup fee in connection with the terminated Votaw acquisition, which more than offset a decrease in compensation and other outside advisory costs.

Ranor – SG&A expense decreased by $77 because of reduced compensation due to staff reductions and lower spending on travel.

Stadco – SG&A expense increased by $26. The SG&A expenses for outside advisory fees increased by $55 which offset a decrease in compensation and payroll taxes due to staff reductions.

Corporate and unallocated – SG&A increased by approximately $226, as a change in fair value to the accrual for the breakup fee in connection with the terminated Votaw acquisition offset reductions in compensation and outside advisory services.

Operating (loss) income


	September 30, 2024				September 30, 2023				Changes
			Percent of				Percent of
	Amount		Revenue		Amount		Revenue		Amount		Percent
Ranor	$	2,053	12	%	$	1,547	10	%	$	506	33	%
Stadco		(2,159)	(13)	%		(1,227)	(8)	%		(932)	(76)	%
Corporate and unallocated		(1,723)	10	%		(1,497)	(10)	%		(226)	(19)	%
Operating loss	$	(1,829)	(11)	%	$	(1,177)	(8)	%	$	(652)	(55)	%

Consolidated – For the six months ended September 30, 2024, we reported an operating loss of $1,829, or 55% higher than the operating loss for the six months ended September 30, 2023. The change was primarily due to operating losses at Stadco and the change in fair value to the breakup fee in connection with the terminated Votaw acquisition.

Ranor – Operating income was higher by 33% when compared to the same period a year ago, due primarily to a favorable six-month period of execution and efficient throughput.

Stadco – Operating loss increased by $932 as certain projects with production issues disrupted throughput for the six months ended September 30, 2024.

Corporate and unallocated – Operating loss increased by $226, due primarily for a change in the fair value for the breakup fee in connection with the terminated Votaw acquisition.

Other Income (Expense), net

The following table presents other income (expense) for the six months ended:


	September 30, 2024		September 30, 2023		$Change		% Change
Other income	$	13	$	41	$	(28)	(68)	%
Interest expense	$	(207)	$	(205)	$	(2)	(1)	%
Amortization of debt issue costs	$	(38)	$	(37)	$	(1)	(3)	%

Interest expense increased by $2 when compared with the six months ended September 30, 2023, due primarily to a slightly increase in interest expense for borrowings under the revolver loan.

Amortization of debt issue costs for the six months ended September 30, 2024, was slightly higher when compared to three months ended September 30, 2023.

Other income, net, in the table above, for the six months ended September 30, 2024, includes a vendor rebate for $11. Other income, net for the three months ended September 30, 2023 includes a gain from the disposal of fixed assets.

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Income Tax expense (benefit)

For the six months ended September 30, 2024, there has been no change in our judgment about the realizability of deferred tax assets in future years, and, therefore, no expense or benefit provided for income taxes. For the six months ended September 30, 2023, the Company recorded a tax benefit $323.

Net Loss

As a result of the foregoing, for the six months ended September 30, 2024, we recorded a net loss of $2,061, or $0.22 per share basic and fully diluted, compared with a net loss of $1,056, or $0.12 per share basic and fully diluted for the six months ended September 30, 2023.

Liquidity, Capital Resources and Going Concern

Our liquidity is highly dependent on the availability of financing facilities and our ability to generate positive operating cash flow.

As of September 30, 2024, we had approximately $1,275 in total available liquidity, consisting primarily of approximately $1,143 in undrawn capacity under our Revolver Loan and $132 of available cash. As of March 31, 2024, we had $677 in total available liquidity, consisting of $138 in cash and cash equivalents, and approximately $539 in undrawn capacity under our Revolver Loan.

There was $2,600 and $2,800 outstanding under the Revolver Loan at September 30, 2024 and March 31, 2024, respectively. The Company pays interest at an adjusted SOFR-based rate. Interest-only payments on advances made under the Revolver Loan will continue to be payable monthly in arrears. Interest paid and accrued on advances made under the Revolver Loan during the six months ended September 30, 2024, and 2023 totaled $90 and $84, respectively. The weighted average interest rate at September 30, 2024 and March 31, 2024 was 7.81% and 7.60%, respectively. The weighted average amount outstanding during the period ending September 30, 2024 was $2,286. Unused borrowing capacity as of September 30, 2024 and March 31, 2024 was approximately $1,143 and $539, respectively.

At September 30, 2024 and March 31, 2024 our working capital was negative in part because of the reclassification of our long-term debt from noncurrent to current in the condensed consolidated balance sheet. The table below presents selected liquidity and capital measures as of:


	September 30,		March 31,		Change
(dollars in thousands)	2024		2024		Amount
Cash and cash equivalents	$	132	$	138	$	(6)
Revolver loan – available borrowing capacity	$	1,143	$	539	$	604
Working capital	$	(1,527)	$	(2,904)	$	1,377
Total debt	$	7,154	$	7,648	$	(494)
Total stockholders’ equity	$	8,884	$	7,803	$	1,081

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The next table summarizes changes in cash by primary component in the cash flows statements for the six months ended:


	September 30,		September 30,		Change
(dollars in thousands)	2024		2023		Amount
Operating activities	$	(425)	$	1,258	$	(1,683)
Investing activities		(622)		(2,597)		1,975
Financing activities		1,041		943		98
Net decrease in cash	$	(6)	$	(396)	$	390

Operating activities

Apart from our loan facilities, our primary sources of cash are from customer revenue, customer contract advances, and associated accounts receivable collections. Many of our customers make advance payments and progress payments under the terms of each manufacturing contract. The composition of our accounts receivable collections mix changes between advance payments and customer payments made after shipment of finished goods. Our cash flows can fluctuate from period to period as we mark progress with customer project milestones and the timing of progress payments.

Cash used in operating activities for the six months ended September 30, 2024, was $425. Our net loss adjusted by our non-cash adjustments provided $28 of cash during the six months ended September 30, 2024, as compared to cash used of $288 to the same period a year ago. Working capital changes to our balance sheet used $453 of cash during the six months ended September 30, 2024, as compared to $1,546 used in the same period a year ago.

Investing activities

For the six months ended September 30, 2024, we invested $1,622 in new factory machinery and equipment and were reimbursed for $1,000 of certain purchases under a supplier development fund.

We are subject to certain financial debt covenants and may not spend more than $1,500 for new machinery and equipment during any single fiscal year, excluding supplier development funding, tested on an annual basis at the end of each fiscal year. We estimate that our spending on new machinery and equipment in fiscal 2025 will not exceed the spending limitation.

For the six months ended September 30, 2023, we invested $2,659 in new factory machinery and equipment.

Financing activities

We drew down $6,746 of proceeds under our Revolver Loan during the six months ended September 30, 2024, and repaid $6,931 during the same period. We also used $314 of cash to pay down debt principal and make periodic lease payments.

On July 3, 2024, the Company sold 521,800 shares of the Company’s common stock, par value $0.0001 per share, and 521,800 common stock purchase warrants to purchase 521,800 shares of Common Stock in a private placement at an aggregate purchase price of $1,801. Placement agent’s fees in connection with the offering totaled $213.

For the six months ended September 30, 2023 we drew down $6,710 of proceeds under the Revolver Loan and repaid $5,460 during the same period. We also used approximately $307 of cash to pay down debt principal and make periodic lease payments.

All of the above activity resulted in a net decrease in cash of $6 for the six months ended September 30, 2024 compared with a net decrease in cash of $396 for the six months ended September 30, 2023.

Berkshire Bank Loans

On August 25, 2021, the Company entered into an amended and restated loan agreement with Berkshire Bank (as amended to date, the “Loan Agreement”). Under the Loan Agreement, Berkshire Bank will continue to provide the Ranor Term Loan (as defined below) and the revolving line of credit, or the “Revolver Loan”. In addition, Berkshire Bank provided the Stadco Term Loan (as defined below) in the original amount of $4,000. The proceeds of the original Ranor Term Loan of $2,850 were previously used to refinance existing mortgage debt of Ranor. The proceeds of the Revolver Loan are used for working capital and general corporate purposes of the Company.

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Payments for the original Ranor Term Loan began on January 20, 2017, and until the facility was amended in December 2022, the Company paid monthly installments of $19 each, inclusive of interest at a fixed rate of 5.21% per annum.

In addition, Berkshire Bank provided to Stadco a term loan in the original amount of $4,000, or the “Stadco Term Loan”. On August 25, 2021, Stadco borrowed $4,000 from Berkshire Bank under the Stadco Term Loan. The proceeds of the Stadco Term Loan were used to support the acquisition of Stadco and refinance existing indebtedness of Stadco. Interest on the Stadco Term Loan is due on unpaid balances beginning on August 25, 2021, at a fixed rate per annum equal to the 7-year Federal Home Loan Bank of Boston Classic Advance Rate plus 2.25%. Since September 25, 2021, and on the 25th day of each month thereafter, Stadco has made and will continue to make monthly payments of principal and interest in the amount of $54 each, with all outstanding principal and accrued interest due and payable on August 25, 2028.

On June 12, 2023, the Company and Berkshire Bank executed a waiver under which Berkshire Bank waived the Company’s noncompliance with the capital expenditure limit on March 31, 2023. The waiver document also contains an agreement by the parties to exclude from the calculation of capital expenditures for purposes of the Loan Agreement during the year ending March 31, 2024, any such expenditures made by the Company to the extent they are made using funds provided by customers of the Company for the purpose of making such capital expenditures.

On December 20, 2023, Ranor and certain affiliates of the Company entered into a Sixth Amendment to Amended and Restated Loan Agreement and Second Amendment to Second Amended and Restated Promissory Note, or the “Sixth Amendment”. The Sixth Amendment, among other things (i) extended the maturity date of the Revolver Loan from December 20, 2023 to March 20, 2024; (ii) limited the use of proceeds from the Revolver Loan by the Company or its affiliates to $1,000 in the aggregate for due diligence and related professional costs incurred on or prior to March 20, 2024 in connection with any acquisitions; and (iii) makes certain changes to the amount and methods of valuation of equipment securing repayment of the borrowed funds.

On December 19, 2024, Ranor and the other Borrowers entered into a Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note, or the “Tenth Amendment”, with Berkshire Bank. the Tenth Amendment, among other things, extended the maturity date of the Revolver Loan from January 15, 2025 to April 30, 2025.

As a result of Borrowers’ failure to satisfy the required minimum Debt Service Coverage Ratio for the twelve (12) month period ending March 31, 2024 and September 30, 2024, as set forth in the Loan Agreement, or the “Existing Default”, the borrowers acknowledge that a certain Event of Default has occurred and is continuing under the Loan Agreement. The borrowers further acknowledge that the sixth amendment to the Agreement constitutes written notice pursuant to the Loan Documents of such Existing Default. Regardless of entering into this Agreement or any discussions between Borrowers and Lender, the Lender expressly reserves any and all rights and remedies available to it under the Loan Documents, the Collateral Documents, and under applicable law, including, without limitation, its right to choose to accelerate and demand the outstanding indebtedness evidenced by the Loan Documents and seek immediate repayment in full, and institute the default rate of interest as of the date of the occurrence of the default or at any time thereafter, as a result of any default or event of default, including, without limitation, the Existing Default, that have arisen or may arise. No such discussions or the entering into of this Agreement shall imply any course of conduct or any agreement on the part of Lender to waive any of its rights and

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remedies or to forbear from taking any action authorized by the Loan Documents, the Collateral Documents, or by applicable law while discussions continue.

On March 31, 2023, the Company was in violation of the Loan Agreement as it exceeded the capital expenditure limit of $1,500 as defined in the agreement. On June 12, 2023, the Company and Berkshire Bank executed a waiver under which Berkshire Bank waived the Company’s noncompliance with the capital expenditure limit on March 31, 2023. The waiver document also contains an agreement by the parties to exclude from the calculation of capital expenditures for purposes of the Loan Agreement during the year ending March 31, 2024, any such expenditures made by the Company to the extent they are made using funds provided by customers of the Company for the purpose of making such capital expenditures.

There was $7,154 and $7,648 outstanding under the Loan Agreement on September 30, 2024 and March 31, 2024, respectively. Without a waiver, the lender has the right, but not the obligation, to demand repayment from the Company for noncompliance with the debt covenants. In addition, the bank retains the right to act on covenant violations that occur after the date of delivery of any waiver. The lender has not granted us a waiver. As such, we need to seek alternative financing to pay these obligations as the Company does not have existing facilities or sufficient cash on hand to satisfy these obligations. It is also probable that the Company will not be in compliance with the same debt covenants at subsequent measurement dates within the next twelve months. As a result of the above, all of our long-term debt has been classified as current in our condensed consolidated balance sheet.

The Company is exploring various means of strengthening its liquidity position and ensuring compliance with its debt financing covenants by making Stadco operations profitable, renewing our revolver loan, or entering into alternative debt facilities.

On July 3, 2024, the Company entered into the PIPE Agreement with certain accredited investors, pursuant to which the Company sold in a private placement at an aggregate purchase price of approximately $1,801, the PIPE Shares and Warrants. The combined purchase price for one PIPE Share and one PIPE Warrant was $3.45. The purpose of the sale of the PIPE Shares and Warrants under the PIPE Agreement is to raise working capital for use by the Company. The closing of the offering occurred on July 8, 2024.

In order for us to continue operations beyond the next twelve months from the date of issuance of the financial statements and to be able to discharge our liabilities and commitments in the normal course of business, we must renew our revolver loan or seek alternative financing by April 30, 2025. We must mitigate our recurring operating losses at our Stadco subsidiary, efficiently increase utilization of our manufacturing capacity at Stadco and improve the manufacturing process. We plan to closely monitor our expenses and, if required, will reduce operating costs to enhance liquidity.

The uncertainty associated with the recurring operating losses at Stadco, the revolver loan renewal, the need for alternative financing, and compliance with debt covenants at subsequent measurement dates raise substantial doubt about our ability to continue as a going concern for at least one-year after the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued.

Collateral securing all the above obligations comprises all personal and real property of the Company, including cash, accounts receivable, inventories, equipment, and financial assets.

Commitments and Contractual Obligations

The following contractual obligations associated with our normal business activities are expected to result in cash payments in future periods, and include the following material items as of September 30, 2024:

●

Our debt obligations, including fixed and variable-rate debt, totaled $7,154, and, because of current debt covenant violations, are classified as current in the consolidated balance sheets.

●

We enter into various commitments with suppliers for the purchase of raw materials and work supplies. Our outstanding unconditional contractual commitments, including for the purchase of raw materials and supplies goods, totaled approximately $5,911, all of it due to be paid within the next twelve months. These purchase commitments are in the normal course of business.

●

Our operating lease obligations, including imputed interest, totaled $4,765 for buildings through 2030, with approximately $900 due annually for each of the next five years and $600 in year six.

There are no off-balance sheet arrangements as of September 30, 2024.

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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.

Item 3. Quantitative and Qualitative Disclosure About Market Risk.

As a smaller reporting company, we have elected not to provide the information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are controls and procedures that are designed to ensure that the information required to be disclosed in our reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and includes controls and procedures designed to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, an evaluation was carried out, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2024, our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below.

Management’s Responsibility for Internal Controls

The Company’s internal control over financial reporting is designed under the supervision of our Chief Executive Officer and Chief Financial Officer, and effected by our board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The Company’s internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation

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of financial statements in accordance with U.S. GAAP, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Inherent Limitations Over Internal Controls

Management, including the Chief Executive Officer and Chief Financial Officer, does not expect that the Company’s internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

We identified three material weaknesses in our internal control over financial reporting as of March 31, 2024, which continues to exist at September 30, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the preparation of our financial statements for the Annual Report on Form 10-K, management identified the following material weaknesses:

(1) Purchase accounting – we did not maintain proper controls, processes and procedures over the initial purchase accounting and the fair value accounting associated with our acquisition of Stadco in the fiscal year ended March 31, 2022 that were adequately designed, documented, and executed to support the accurate and timely reporting of our financial results regarding the initial purchase accounting and the fair value accounting associated with the Stadco acquisition;

(2) Tax accounting – during fiscal 2023 and fiscal 2024 we did not maintain a sufficient complement of tax accounting personnel necessary to perform management review controls related to activities for extracting information to determine the valuation allowance at Stadco on a timely basis. These conditions led to certain omissions in the assessment of the valuation allowance during the third and fourth quarter of fiscal 2024. Because of this material weakness in fiscal 2023, we made a late or post-closing adjustment to our valuation allowance while preparing the consolidated financial statements and footnotes included in our Annual Report on Form 10-K for the period ended March 31, 2024;

(3) Stadco accounting – we did not maintain a sufficient complement of resources and expertise on the Stadco accounting staff necessary to consistently perform management review controls over financial information and complete account reconciliations on a timely basis, to ensure all transactions are accurately captured and recorded prior to closing the books. The demand on our accounting resources is significant due to the manual nature of controls necessary to maintain effective control over Stadco’s legacy system. As a result of this material weakness, we made several post-closing adjustments for percentage-of-completion (POC) revenue projects. The adjustment corrected inputs for project revenue and costs in progress at Stadco, as the initial and correcting journal entries were not reconciled and posted in a timely manner during the year end reporting cycle. Because of the foregoing reasons, extra time was required to complete certain items with respect to the financial statement preparation, closing and review process for the year ended March 31, 2024.

Notwithstanding the material weaknesses, management believes the consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, the Company’s financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. GAAP.

Remediation of the Material Weaknesses

For the fiscal year ended March 31, 2024, we reviewed our entity level controls, staffing requirements and the cost/benefit for remediating our material weaknesses.

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In fiscal 2024, our management, with the oversight of our audit committee, executed a plan to take measures to begin remediating the underlying causes of the material weaknesses through the development and implementation of a thorough review of our procedures, policies, processes, and review controls to gain additional assurance regarding the remediation our tax accounting, acquisition accounting procedures, and accounting closing cycle time at Stadco: (1) Purchase accounting - The Company enhanced its working framework with a memorandum that depicts a clear, explicit roadmap for the purchase accounting guidance at every step. We will follow that roadmap and will implement new controls in fiscal 2025. We engaged a third-party specialist in July 2023 with the requisite knowledge to perform all required valuations and accounting for business combinations. That specialist worked with the Company on all the pre-acquisition activities, or due diligence, in connection with the Votaw acquisition. The third-party specialist was hired primarily to assure that certain accounting issues that arose in the Stadco acquisition would not re-occur with the purchase accounting for the acquisition of Votaw; (2) Tax accounting - Management’s plan required that it utilize a tax specialist with the requisite knowledge and resources to perform the required basic and detailed tax calculations so that all the parties can make a timely assessment of the Company’s tax provision. The Company engaged a new tax specialist in July 2023, and that tax specialist now prepares our interim and annual tax provisions. We will implement new controls in fiscal 2025 to ensure a timely quarterly review of our deferred tax assets and liabilities and valuation allowance requirements as we facilitate remediation of the material weakness; (3) Stadco accounting - For the fiscal year ended March 31, 2024, we reviewed our entity level controls, staffing requirements and the cost/benefit for upgrading our legacy systems and accounting staff at Stadco. As a result of this review, we are transitioning accounting function to the office of the Chief Financial Officer in Massachusetts, where expert and experienced personnel are in-place to execute a plan to 1) improve the effectiveness and efficiency of the accounting operation, ensuring a timely closing cycle, 2) improve the reliability of financial reporting, and 3) continued compliance with generally accepted accounting principles and applicable laws and regulations. We began to implement these measures during fiscal 2024 and we will monitor progress during fiscal 2025 as we facilitate remediation of the material weakness.

Management believes that the above actions continue the process of remediation for the material weakness as disclosed in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024. The material weaknesses will not be considered remediated, however, until the applicable controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively. We can provide no assurance as to when the remediation of these material weaknesses will be completed to provide for an effective control environment.

We are committed to continually improving our internal control process and will diligently review our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may decide that additional measures are necessary to address control deficiencies.

Changes in Internal Control over Financial Reporting

Except as disclosed under “Management’s Remediation Plan”, for the quarter ended September 30, 2024, there have been no changes in our internal control over financial reporting that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

Item 5. Other Information

During the three months ended September 30, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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PART II. Other Information.

Item 1. Legal Proceedings.

We may from time to time be subject to various legal or administrative claims and proceedings arising in the ordinary course of business. As of the date hereof, we are not a party to any material legal or administrative proceedings. Litigation or any other legal or administrative proceeding, regardless of the outcome, is likely to result in substantial cost and diversion of our resources, including our management’s time and attention.

On October 30, 2023, the Company and one of its employees were named as defendants in an action alleging individual claims of discrimination and wage and hour violations, along with representative wage and hour claims brought pursuant to the California Private Attorneys General Act of 2004 (“PAGA”) [Cal. Lab. Code, ss. 2698, et seq.] in California Superior Court for the County of Los Angeles. In the complaint, captioned Ibarra v. Stadco (LASC Case No. 23STCV26591), a former employee of Stadco, sought to recover alleged damages (including backpay from his date of termination and emotional distress), unpaid underpaid wages, penalties, attorney’s fees and costs of suit on his own behalf based on allegations of age and disability discrimination and wage and hour violations. The former employee’s individual claims would have been subject to private arbitration. In addition, the former employee seeks to recover civil penalties under PAGA on behalf of a group of similarly situated aggrieved employees based upon all paychecks issues since July 21, 2022, together with his attorney’s fees and costs of suit, for certain violations of the California Labor Code. For purposes of this action, “aggrieved employees” means all non-exempt employees of Stadco in California since July 21, 2022. The PAGA claim may not be privately arbitrated, and any settlement must be approved by the court. Stadco has retained outside legal counsel to defend this action. The parties participated in a mediation on June 26, 2024, and were able to reach a resolution within the Company’s expectations. Final settlement payment on the individual claims was due and paid in August 2024.

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Item 6. Exhibits.

Exhibit Index

Exhibit No.

Description

Incorporated
by Reference
Form

File No.

Date Filed

Exhibit
No.

Filed or
Furnished
Herewith

3.1

Certificate of Incorporation of the Registrant

SB-2

333-133509

August 28, 2006

3.1

3.2

Amended and Restated By-laws of the Registrant

8-K

000-51378

February 3, 2014

3.1

3.3

Certificate of Designation for Series A Convertible Preferred Stock of the Registrant

8-K

000-51378

March 3, 2006

3.1

3.4

Certificate of Amendment to Certificate of Designation for Series A Convertible Preferred Stock of the Registrant

10-Q

000-51378

November 12, 2009

3.5

10.1

Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note, executed on December 19, 2024, and effective as of May 24, 2024, by and among Ranor, Inc., Stadco New Acquisition, LLC, Stadco, Westminster Credit Holdings, LLC and Berkshire Bank

8-K

001-41698

December 26, 2024

10.1

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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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 thereunto duly authorized.

		TechPrecision Corporation

January 21, 2025	By:	/s/ Richard D. Roomberg
		Richard D. Roomberg
		Chief Financial Officer

Exhibit 31.1

CERTIFICATION

I, Alexander Shen, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TechPrecision Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: January 21, 2025	/s/ Alexander Shen
	Alexander Shen
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Richard Roomberg, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TechPrecision Corporation;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Dated: January 21, 2025	/s/ Richard D. Roomberg
	Richard D. Roomberg
	Chief Financial Officer
	(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of TechPrecision Corporation (the “Company”) for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alexander Shen, the Chief Executive Officer of the Company, and I, Richard D. Roomberg, the Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Dated: January 21, 2025	/s/ Alexander Shen
	Alexander Shen
	Chief Executive Officer
	(Principal Executive Officer)

Dated: January 21, 2025	/s/ Richard D. Roomberg
	Richard Roomberg
	Chief Financial Officer (Principal Financial Officer)

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Sep. 30, 2024	Jan. 17, 2025
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Entity Registrant Name	TechPrecision Corporation
Entity File Number	001-41698
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	51-0539828
Entity Address, Address Line One	1 Bella Drive
Entity Address, City or Town	Westminster
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01473
City Area Code	978
Local Phone Number	874-0591
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	TPCS
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,662,525
Entity Central Index Key	0001328792
Current Fiscal Year End Date	--03-31
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
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
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	26,128	26,944
Commitments (see Note 14)
Stockholders' Equity:
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

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2024	Mar. 31, 2024
CONDENSED CONSOLIDATED BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	9,619,232	8,777,432
Common stock, shares outstanding	9,609,232	8,777,432

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
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 (in dollars per share)	$ (0.06)	$ (0.06)	$ (0.22)	$ (0.12)
Net loss per share - diluted (in dollars per share)	$ (0.06)	$ (0.06)	$ (0.22)	$ (0.12)
Weighted average shares outstanding - basic (in shares)	9,568,660	8,720,603	9,279,967	8,667,298
Weighted average shares outstanding - diluted (in shares)	9,568,660	8,720,603	9,279,967	8,667,298

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands	Common Stock	Additional Paid in Capital	Accumulated Deficit	Total
Balance at Mar. 31, 2023	$ 1	$ 14,950	$ (356)	$ 14,594
Balance (in shares) at Mar. 31, 2023	8,613,408
Net loss			(528)	(528)
Balance at Jun. 30, 2023	$ 1	14,950	(884)	14,066
Balance (in shares) at Jun. 30, 2023	8,613,408
Stock issued for exercised options (in shares)	109,024
Stock used for tax withholding at exercise		(34)		(34)
Restricted stock award (in shares)	15,000
Stock-based compensation		9		9
Net loss			(528)	(528)
Balance at Sep. 30, 2023	$ 1	14,925	(1,412)	13,513
Balance (in shares) at Sep. 30, 2023	8,737,432
Balance at Mar. 31, 2024	$ 1	15,201	(7,399)	7,803
Balance (in shares) at Mar. 31, 2024	8,777,432
Stock issued for termination fee		1,536		1,536
Stock issued for termination fee (in shares)	320,000
Restricted stock-based compensation		9		9
Net loss			(1,460)	(1,460)
Balance at Jun. 30, 2024	$ 1	16,746	(8,859)	7,888
Balance (in shares) at Jun. 30, 2024	9,097,432
Sale of stock and warrants, net		1,588		1,588
Sale of stock and warrants, net (in shares)	521,800
Stock-based compensation		9		9
Net loss			(601)	(601)
Balance at Sep. 30, 2024	$ 1	$ 18,343	$ (9,460)	$ 8,884
Balance (in shares) at Sep. 30, 2024	9,619,232

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (2,061)	$ (1,056)
Adjustments to reconcile net loss to net cash (used in) 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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (Parenthetical) $ in Thousands	Apr. 29, 2024 USD ($) shares
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
Extinguishment of liability in connection with the breakup fee payment	$ 1,117
Stock issued for termination fee (in shares) \| shares	320,000
Fair value of common stock relating to breakup fee payment	$ 1,536
Additional accrued breakup fee	$ 419

DESCRIPTION OF BUSINESS

6 Months Ended

Sep. 30, 2024

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

NOTE 1 - DESCRIPTION OF BUSINESS

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2024

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

New Accounting Standards Not Yet Adopted

REVENUE

6 Months Ended

Sep. 30, 2024

REVENUE

REVENUE

NOTE 3 – REVENUE


Revenue by market	Defense		Industrial		Totals
Three months ended September 30, 2024	$	8,919	$	27	$	8,946
Three months ended September 30, 2023	$	7,960	$	10	$	7,970
Six months ended September 30, 2024	$	16,861	$	71	$	16,932
Six months ended September 30, 2023	$	15,159	$	182	$	15,341


Revenue by contract type	Over-Time		Point-in-Time		Totals
Three months ended September 30, 2024	$	8,532	$	414	$	8,946
Three months ended September 30, 2023	$	7,414	$	556	$	7,970
Six months ended September 30, 2024	$	15,861	$	1,071	$	16,932
Six months ended September 30, 2023	$	14,347	$	994	$	15,341


	Three months ended				Three months ended				Six months ended				Six months ended
	September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Customer	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
A	$	1,531	17	%	$	2,560	32	%	$	3,064	18	%	$	4,845	32	%
B	$	898	10	%	$	*	*	%	$	1,890	11	%	$	*	*	%
C	$	1,206	13	%	$	*	*	%	$	2,281	13	%	$	*	*	%
D	$	1,041	12	%	$	*	*	%	$	*	*	%	$	*	*	%
E	$	1,365	15	%	$	1,235	16	%	$	3,238	19	%	$	2,101	13	%
F	$	2,113	24	%	$	*	*	%	$	2,992	18	%	$	*	*	%
G	$	*	*	%	$	*	*	%	$	*	*	%	$	*	*	%
H	$	*	*	%	$	*	*	%	$	*	*	%	$	*	*	%

*Less than 10% of total


			Progress
	Unbilled		payments		Total
September 30, 2024	$	22,818	$	(13,273)	$	9,545
March 31, 2024	$	19,255	$	(10,728)	$	8,527


			Customer
	Deferred Revenue		Deposits		Total
September 30, 2024	$	886	$	1,631	$	2,517
March 31, 2024	$	2,104	$	1,684	$	3,788

INCOME TAXES

6 Months Ended

Sep. 30, 2024

INCOME TAXES

INCOME TAXES

NOTE 4 – INCOME TAXES

EARNINGS PER SHARE (EPS)

6 Months Ended

Sep. 30, 2024

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

NOTE 5 – EARNINGS PER SHARE (EPS)


	Three Months ended		Three Months ended		Six Months ended		Six Months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Basic and diluted EPS
Net loss	$	(601)	$	(528)	$	(2,061)	$	(1,056)
Weighted average shares – basic and diluted		9,568,660		8,720,603		9,279,967		8,667,298
Net loss per share	$	(0.06)	$	(0.06)	$	(0.22)	$	(0.12)


	Three Months ended	Three Months ended	Six Months ended	Six Months ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	542,500	542,500	542,500	542,500
Warrants	566,783	25,000	566,783	25,000
Restricted stock	10,000	—	10,000	—

STOCK-BASED COMPENSATION

6 Months Ended

Sep. 30, 2024

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NOTE 6 – STOCK-BASED COMPENSATION


						Weighted
						Average
		Weighted		Aggregate		Remaining
	Number Of	Average		Intrinsic		Contractual Life
	Options	Exercise Price		Value		(in years)
Outstanding, vested, and exercisable at March 31, 2024	542,500	$	1.53	$	1,129	2.93
Outstanding, vested, and exercisable at September 30, 2024	542,500	$	1.53	$	1,091	2.49


		Weighted
	Options	Average	Options o/s		Exercisable
	Outstanding	Remaining	Weighted		Weighted
	And	Contractual	Average		Average
Range of Exercise Prices:	Exercisable	Term	Exercise Price		Exercise Price
$0.01-$0.99	192,500	0.86	$	0.32	$	0.32
$2.00-$2.99	350,000	2.67	$	2.19	$	2.19
Total	542,500

Restricted Stock Award

CONCENTRATION OF CREDIT RISK

6 Months Ended

Sep. 30, 2024

CONCENTRATION OF CREDIT RISK

CONCENTRATION OF CREDIT RISK

NOTE 7 - CONCENTRATION OF CREDIT RISK


	September 30, 2024				March 31, 2024
Customer	Amount		Percent		Amount		Percent
A	$	*	*	%	$	383	16	%
B	$	*	*	%	$	*	*	%
C	$	*	*	%	$	*	*	%
D	$	384	16	%	$	*	*	%
E	$	1,031	43	%	$	1,042	44	%
F	$	*	*	%	$	*	*	%
G	$	376	16	%	$	*	*	%
H	$	*	*	%	$	423	18	%

*less than 10% of total

OTHER CURRENT ASSETS

6 Months Ended

Sep. 30, 2024

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

NOTE 8 - OTHER CURRENT ASSETS


Other current assets included the following as of:	September 30, 2024		March 31, 2024
Prepaid insurance	$	189	$	337
Prepaid subscriptions		78		120
Prepaid taxes		94		27
Supplier advances		12		26
Deposits		39		20
Employee advances		29		17
Prepaid advisory fees, other		18		17
Total	$	459	$	564

PROPERTY, PLANT AND EQUIPMENT, NET

6 Months Ended

Sep. 30, 2024

PROPERTY, PLANT AND EQUIPMENT, NET

PROPERTY, PLANT AND EQUIPMENT, NET

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT, NET


Property, plant and equipment included the following as of:	September 30, 2024		March 31, 2024
Land	$	110	$	110
Building and improvements		3,294		3,294
Machinery equipment, furniture, and fixtures		25,318		25,591
Construction-in-progress		977		148
Total property, plant, and equipment		29,699		29,143
Less: accumulated depreciation		(15,319)		(14,345)
Total property, plant and equipment, net	$	14,380	$	14,798

For the six months ended September 30, 2024 and 2023, we recorded depreciation expense of $1,040 and $789, respectively.

ACCRUED EXPENSES

6 Months Ended

Sep. 30, 2024

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 10 - ACCRUED EXPENSES


Accrued expenses included the following as of:	September 30, 2024		March 31, 2024
Accrued compensation	$	1,225	$	1,172
Provision for claims		444		517
Provision for contract losses		516		293
Accrued professional fees		421		459
Accrued project costs		1,131		560
Accrued breakup fee		—		1,117
Other		199		145
Total	$	3,936	$	4,263

DEBT

6 Months Ended

Sep. 30, 2024

DEBT

DEBT

NOTE 11 – DEBT


Debt included the following loans as of:	September 30, 2024		March 31, 2024
Stadco Term Loan, at 3.79% interest, due August 2028	$	2,370	$	2,647
Ranor Term Loan, at 6.05% interest, due December 2027		2,184		2,216
Ranor Revolver Loan, due April 2025		2,600		2,785
Total debt	$	7,154	$	7,648
Less: debt issue costs unamortized	$	99	$	89
Total debt, net	$	7,055	$	7,559
Less: Current portion of long-term debt	$	7,055	$	7,559
Total long-term debt, net	$	—	$	—

Amended and Restated Loan Agreement

Stadco Term Loan

Unamortized debt issue costs as of September 30, 2024, and March 31, 2024 were $24 and $30, respectively.

Ranor Term Loan and Revolver Loan

Unamortized debt issue costs as of September 30, 2024 and March 31, 2024 were $75 and $59, respectively.

Berkshire Loan Covenants

The Borrowers agree that their combined annual capital expenditures shall not exceed $1,500, subject to certain agreed-upon exclusions. Compliance is tested annually.

OTHER NONCURRENT LIABILITIES

6 Months Ended

Sep. 30, 2024

OTHER NONCURRENT LIABILITIES

OTHER NONCURRENT LIABILITIES

NOTE 12 - OTHER NONCURRENT LIABILITIES

A total of $3,528, in the aggregate, as of September 30, 2024, and March 31, 2024, was included in other noncurrent liabilities under the programs described above.

LEASES

6 Months Ended

Sep. 30, 2024

LEASES

LEASES

NOTE 13 – LEASES

The following table lists our right-of-use assets and liabilities on our condensed consolidated balance sheets as of:


	September 30, 2024		March 31, 2024
Right of Use Asset
Right of use asset – operating lease	$	6,629	$	6,629
Right of use asset – finance leases		65		65
Amortization		(2,067)		(1,717)
Right of use assets net	$	4,627	$	4,977
Lease liability – operating lease	$	4,766	$	5,125
Lease liability – finance leases		15		19
Total lease liability	$	4,781	$	5,144

Other supplemental information regarding our leases is contained in the following tables:


Components of lease expense for the six months ended:	September 30, 2024		September 30, 2023
Operating lease amortization	$	346	$	330
Finance lease amortization	$	5	$	9
Finance lease interest	$	—	$	1


Weighted average lease term and discount rate at:	September 30, 2024		September 30, 2023
Lease term (years) – operating lease	5.75		6.75
Lease term (years) – finance lease	1.50		2.15
Lease rate – operating lease	4.5	%	4.5	%
Lease rate – finance lease	3.2	%	4.5	%


Supplemental cash flow information related to leases for the six months ended:	September 30, 2024		September 30, 2023
Cash used in operating activities	$	469	$	469
Cash used in financing activities	$	5	$	11

Maturities of lease liabilities at September 30, 2024 for the next five years and thereafter:


October 1, 2024 - September 30, 2025	$	949
October 1, 2025 - September 30, 2026		944
October 1, 2026 - September 30, 2027		939
October 1, 2027 - September 30, 2028		939
October 1, 2028 - September 30, 2029		939
Thereafter		626
Total lease payments	$	5,336
Less: imputed interest		555
Total	$	4,781

COMMITMENTS

6 Months Ended

Sep. 30, 2024

COMMITMENTS

COMMITMENTS AND CONTINGENCIES

NOTE 14 – COMMITMENTS

Purchase Commitments

As of September 30, 2024, we had approximately $5,911 in purchase obligations outstanding, which primarily consisted of contractual commitments to purchase new materials and supplies.

Retirement Benefits


	Three Months ended		Three Months ended		Six Months ended		Six Months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Company contributions	$	21	$	22	$	42	$	43

Legal Proceeding

SEGMENT INFORMATION

6 Months Ended

Sep. 30, 2024

SEGMENT INFORMATION.

SEGMENT INFORMATION

NOTE 15 – SEGMENT INFORMATION

The Company has two wholly owned subsidiaries, Ranor and Stadco that are reportable segments. All of the Company’s operations, assets, and customers are located in the U.S.


	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Ranor	$	4,790	$	4,496	$	9,172	$	8,995
Stadco		4,223		3,606		7,827		6,573
Intersegment elimination		(67)		(132)		(67)		(227)
Revenue from external customers		8,946		7,970		16,932		15,341
Ranor		1,141		673		2,053		1,547
Stadco		(825)		(323)		(2,159)		(1,227)
Corporate and unallocated (1)		(804)		(947)		(1,723)		(1,497)
Total operating loss		(488)		(597)		(1,829)		(1,177)
Other income		—		41		13		41
Interest expense		(113)		(149)		(245)		(243)
Consolidated loss before income taxes	$	(601)	$	(705)	$	(2,061)	$	(1,379)
Depreciation and amortization:
Ranor					$	523	$	263
Stadco						868		865
Totals					$	1,391	$	1,128
Capital expenditures
Ranor					$	1,622	$	2,654
Stadco						—		5
Totals					$	1,622	$	2,659

(1)	Corporate general costs include executive and director compensation, and other corporate administrative expenses not allocated to the segments.

SUBSEQUENT EVENTS

6 Months Ended

Sep. 30, 2024

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 16 – SUBSEQUENT EVENT

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Sep. 30, 2024	Jun. 30, 2024	Sep. 30, 2023	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (601)	$ (1,460)	$ (528)	$ (528)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Sep. 30, 2024
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Consolidation	Basis of Presentation and Consolidation - The accompanying condensed consolidated financial statements include the accounts of TechPrecision, Ranor, Stadco, WCH, and Acquisition Sub. Intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of September 30, 2024, the condensed consolidated statements of operations and stockholders’ equity for the three and six months ended September 30, 2024 and 2023, and the condensed consolidated statements of cash flows for the six months ended September 30, 2024 and 2023 are unaudited, and, in the opinion of management, include all adjustments that are 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 nature, except as otherwise disclosed. The results of operations for an interim period are not necessarily indicative of the results of operations to be expected for the fiscal year. These notes to the condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or the “SEC”, for Quarterly Reports on Form 10-Q. Certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements and related notes should be read in conjunction with the consolidated financial statements included with our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on September 13, 2024.
Use of Estimates in the Preparation of Financial Statements	Use of Estimates in the Preparation of Financial Statements - In preparing the condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and revenue and expenses during the reporting period. We continually evaluate our estimates, including those related to revenue recognition and income taxes. We base our estimates on historical and current experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates.
Liquidity and Going Concern	Liquidity and Going Concern - Our liquidity is highly dependent on the availability of financing facilities and our ability to generate positive operating cash flow. For the six months ended September 30, 2024, we reported a net loss of $2,061. As of September 30, 2024, we had approximately $1,275 in total available liquidity, consisting primarily of $132 in cash and cash equivalents, and $1,143 in undrawn capacity under our revolver loan. As of March 31, 2024, we had approximately $677 in total available liquidity, consisting of $138 in cash and cash equivalents, and $539 in undrawn capacity under our revolver loan. The Company is the borrower under a Loan Agreement which was amended on May 28, 2024, Ranor and certain affiliates of the Company entered into the Eighth Amendment to Amended and Restated Loan Agreement and Fourth Amendment to Second Amended and Restated Promissory Note, or the “Eighth Amendment”. In addition to extending the maturity date of the revolver loan to August 30, 2024, the Eighth Amendment reduced the maximum principal amount from $5,000 to $4,500 and required that an operational assessment be performed, primarily at Stadco, by an acceptable third-party consultant. The lender has acknowledged receipt of that operational assessment of Stadco as required pursuant to the Eighth Amendment. On September 4, 2024, Ranor and the other Borrowers entered into a Ninth Amendment to Amended and Restated Loan Agreement and Fifth Amendment to Second Amended and Restated Promissory Note, or the “Ninth Amendment”, with Berkshire Bank. Effective August 30, 2024, the Ninth Amendment, among other things, extended the maturity date of the Revolver Loan from August 30, 2024 to January 15, 2025. On December 19, 2024, Ranor and the other Borrowers entered into a Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note, or the “Tenth Amendment”, with Berkshire Bank. The Tenth Amendment, among other things, extended the maturity date of the Revolver Loan from January 15, 2025 to April 30, 2025 (see Note 16 - Subsequent Event). The Company acknowledges that a certain event of default has occurred and is continuing under the Loan Agreement as a result of the Company’s failure to satisfy the Debt Service Coverage Ratio, or DSCR, for the twelve-month period ending September 30, 2024. The lender reserves any and all rights and remedies available to it under the Loan Agreement, including, without limitation, its right to choose to accelerate and demand the outstanding indebtedness evidenced by the loan documents, and to seek immediate repayment in full. There was $7,154 in total outstanding debt under the Loan Agreement on September 30, 2024. Without a waiver, the lender has the right, but not the obligation, to demand repayment from the Company for noncompliance with the debt covenants. In addition, the lender retains the right to act on covenant violations that occur after the date of delivery of any waiver. The lender has not granted us a waiver. As such, we need to seek alternative financing to pay these obligations as the Company does not have existing facilities or sufficient cash on hand to satisfy these obligations. It is also probable that the Company will not be in compliance with the same debt covenants at subsequent measurement dates within the next twelve months. As a result of the above, all of our long-term debt has been classified as current in our condensed consolidated balance sheet. The Company is exploring various means of strengthening its liquidity position and ensuring compliance with its debt financing covenants by improving profitability of Stadco operations, renewing our revolver loan, or entering into alternative debt facilities. On July 3, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold 521,800 shares of the Company’s common stock, par value $0.0001 per share, and 521,800 common stock purchase warrants to purchase 521,800 shares of Common Stock in a private placement at an aggregate purchase price of $1,801. The combined purchase price for one share and one warrant was $3.45. The purpose of the private placement was to raise working capital for use by the Company. The closing of the offering occurred on July 8, 2024. Placement fees in connection with the offering totaled $213. In addition, the Company issued to the placement agent common stock purchase warrants to purchase up to 19,983 shares of common stock. In order for us to continue operations beyond the next twelve months from the date of issuance of the financial statements and to be able to discharge our liabilities and commitments in the normal course of business, we must renew our revolver loan by April 30, 2025, or seek alternative financing if the lender calls the loan due to default. We must mitigate our recurring operating losses at our Stadco subsidiary, efficiently increase utilization of our manufacturing capacity, and improve the manufacturing process. We plan to closely monitor our expenses and, if required, will reduce operating costs to enhance liquidity. The uncertainty associated with the recurring operating losses at Stadco, the revolver loan renewal, the need for alternative financing, and compliance with debt covenants at current and subsequent measurement dates raise substantial doubt about our ability to continue as a going concern for at least one-year after the date the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q are issued. The condensed consolidated financial statements for the three and six months ended September 30, 2024, were prepared on the basis of a going concern which contemplates that we will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should we be required to liquidate assets. Our ability to satisfy our current liabilities and to continue as a going concern is dependent upon the Company’s compliance with the debt covenants, renewing the revolver loan, and its ability to grow revenue and reduce costs at Stadco. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.
New Accounting Standards Not Yet Adopted	New Accounting Standards Not Yet Adopted In November 2024, the Financial Accounting Standards Board, or the “FASB”, issued Accounting Standards Update, or “ASU”, 2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40), Disaggregation of Income Statement Expenses. The ASU will require the Company to provide more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). The ASU does not change the expense captions an entity presents on the face of the income statement. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating this update to determine the impact it may have on the disclosures to its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This standard update is effective for annual reporting periods beginning after December 15, 2024. The Company is currently evaluating this update to determine the impact it may have on the disclosures to the consolidated financial statements. In November 2023, the FASB issued ASU 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures. The guidance in this update enhances segment reporting by expanding the breadth and frequency of segment disclosures required for public entities and allows registrants to disclose multiple measures of segment profit or loss. This update requires a public entity to disclose its significant segment expense categories and amounts for each reportable segment. A significant segment expense is any significant expense incurred by the segment, including direct expenses, shared expenses, allocated corporate overhead, or interest expense that is regularly reported to the Chief Operating Decision Maker, or CODM, and is included in the measure of segment profit or loss. This standard update is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The Company is currently evaluating this update to determine the impact it may have on the disclosures to its condensed consolidated financial statements and will apply the guidance retrospectively.

REVENUE (Tables)

6 Months Ended

Sep. 30, 2024

REVENUE

Schedule of revenue on a disaggregated basis by market and contract type


Revenue by market	Defense		Industrial		Totals
Three months ended September 30, 2024	$	8,919	$	27	$	8,946
Three months ended September 30, 2023	$	7,960	$	10	$	7,970
Six months ended September 30, 2024	$	16,861	$	71	$	16,932
Six months ended September 30, 2023	$	15,159	$	182	$	15,341


Revenue by contract type	Over-Time		Point-in-Time		Totals
Three months ended September 30, 2024	$	8,532	$	414	$	8,946
Three months ended September 30, 2023	$	7,414	$	556	$	7,970
Six months ended September 30, 2024	$	15,861	$	1,071	$	16,932
Six months ended September 30, 2023	$	14,347	$	994	$	15,341

Schedule of contract assets and contract liabilities


			Progress
	Unbilled		payments		Total
September 30, 2024	$	22,818	$	(13,273)	$	9,545
March 31, 2024	$	19,255	$	(10,728)	$	8,527


			Customer
	Deferred Revenue		Deposits		Total
September 30, 2024	$	886	$	1,631	$	2,517
March 31, 2024	$	2,104	$	1,684	$	3,788

Sales

REVENUE

Schedule of revenue from customers who accounted for more than 10%


	Three months ended				Three months ended				Six months ended				Six months ended
	September 30, 2024				September 30, 2023				September 30, 2024				September 30, 2023
Customer	Amount		Percent		Amount		Percent		Amount		Percent		Amount		Percent
A	$	1,531	17	%	$	2,560	32	%	$	3,064	18	%	$	4,845	32	%
B	$	898	10	%	$	*	*	%	$	1,890	11	%	$	*	*	%
C	$	1,206	13	%	$	*	*	%	$	2,281	13	%	$	*	*	%
D	$	1,041	12	%	$	*	*	%	$	*	*	%	$	*	*	%
E	$	1,365	15	%	$	1,235	16	%	$	3,238	19	%	$	2,101	13	%
F	$	2,113	24	%	$	*	*	%	$	2,992	18	%	$	*	*	%
G	$	*	*	%	$	*	*	%	$	*	*	%	$	*	*	%
H	$	*	*	%	$	*	*	%	$	*	*	%	$	*	*	%

*Less than 10% of total

EARNINGS PER SHARE (EPS) (Tables)

6 Months Ended

Sep. 30, 2024

EARNINGS PER SHARE (EPS)

Schedule of reconciliation of the numerators and denominators reflected in the basic and diluted earnings per share computations


	Three Months ended		Three Months ended		Six Months ended		Six Months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Basic and diluted EPS
Net loss	$	(601)	$	(528)	$	(2,061)	$	(1,056)
Weighted average shares – basic and diluted		9,568,660		8,720,603		9,279,967		8,667,298
Net loss per share	$	(0.06)	$	(0.06)	$	(0.22)	$	(0.12)

Schedule of all potential common stock equivalents that have an anti-dilutive effect are excluded from the calculation of diluted EPS


	Three Months ended	Three Months ended	Six Months ended	Six Months ended
	September 30, 2024	September 30, 2023	September 30, 2024	September 30, 2023
Stock options	542,500	542,500	542,500	542,500
Warrants	566,783	25,000	566,783	25,000
Restricted stock	10,000	—	10,000	—

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Sep. 30, 2024

STOCK-BASED COMPENSATION

Summary of information about options granted


						Weighted
						Average
		Weighted		Aggregate		Remaining
	Number Of	Average		Intrinsic		Contractual Life
	Options	Exercise Price		Value		(in years)
Outstanding, vested, and exercisable at March 31, 2024	542,500	$	1.53	$	1,129	2.93
Outstanding, vested, and exercisable at September 30, 2024	542,500	$	1.53	$	1,091	2.49

Summary of information relating to stock options outstanding


		Weighted
	Options	Average	Options o/s		Exercisable
	Outstanding	Remaining	Weighted		Weighted
	And	Contractual	Average		Average
Range of Exercise Prices:	Exercisable	Term	Exercise Price		Exercise Price
$0.01-$0.99	192,500	0.86	$	0.32	$	0.32
$2.00-$2.99	350,000	2.67	$	2.19	$	2.19
Total	542,500

CONCENTRATION OF CREDIT RISK (Tables)

6 Months Ended

Sep. 30, 2024

Accounts Receivable

CONCENTRATION OF CREDIT RISK

Schedule of revenue from customers who accounted for more than 10%


	September 30, 2024				March 31, 2024
Customer	Amount		Percent		Amount		Percent
A	$	*	*	%	$	383	16	%
B	$	*	*	%	$	*	*	%
C	$	*	*	%	$	*	*	%
D	$	384	16	%	$	*	*	%
E	$	1,031	43	%	$	1,042	44	%
F	$	*	*	%	$	*	*	%
G	$	376	16	%	$	*	*	%
H	$	*	*	%	$	423	18	%

*less than 10% of total

OTHER CURRENT ASSETS (Tables)

6 Months Ended

Sep. 30, 2024

OTHER CURRENT ASSETS

Schedule of other current assets


Other current assets included the following as of:	September 30, 2024		March 31, 2024
Prepaid insurance	$	189	$	337
Prepaid subscriptions		78		120
Prepaid taxes		94		27
Supplier advances		12		26
Deposits		39		20
Employee advances		29		17
Prepaid advisory fees, other		18		17
Total	$	459	$	564

PROPERTY, PLANT AND EQUIPMENT, NET (Tables)

6 Months Ended

Sep. 30, 2024

PROPERTY, PLANT AND EQUIPMENT, NET

Schedule of components of property, plant and equipment, net


Property, plant and equipment included the following as of:	September 30, 2024		March 31, 2024
Land	$	110	$	110
Building and improvements		3,294		3,294
Machinery equipment, furniture, and fixtures		25,318		25,591
Construction-in-progress		977		148
Total property, plant, and equipment		29,699		29,143
Less: accumulated depreciation		(15,319)		(14,345)
Total property, plant and equipment, net	$	14,380	$	14,798

ACCRUED EXPENSES (Tables)

6 Months Ended

Sep. 30, 2024

ACCRUED EXPENSES

Schedule of accrued expenses


Accrued expenses included the following as of:	September 30, 2024		March 31, 2024
Accrued compensation	$	1,225	$	1,172
Provision for claims		444		517
Provision for contract losses		516		293
Accrued professional fees		421		459
Accrued project costs		1,131		560
Accrued breakup fee		—		1,117
Other		199		145
Total	$	3,936	$	4,263

DEBT (Tables)

6 Months Ended

Sep. 30, 2024

DEBT

Schedule of long-term debt


Debt included the following loans as of:	September 30, 2024		March 31, 2024
Stadco Term Loan, at 3.79% interest, due August 2028	$	2,370	$	2,647
Ranor Term Loan, at 6.05% interest, due December 2027		2,184		2,216
Ranor Revolver Loan, due April 2025		2,600		2,785
Total debt	$	7,154	$	7,648
Less: debt issue costs unamortized	$	99	$	89
Total debt, net	$	7,055	$	7,559
Less: Current portion of long-term debt	$	7,055	$	7,559
Total long-term debt, net	$	—	$	—

LEASES (Tables)

6 Months Ended

Sep. 30, 2024

LEASES

Schedule of right-of-use assets and liabilities


	September 30, 2024		March 31, 2024
Right of Use Asset
Right of use asset – operating lease	$	6,629	$	6,629
Right of use asset – finance leases		65		65
Amortization		(2,067)		(1,717)
Right of use assets net	$	4,627	$	4,977
Lease liability – operating lease	$	4,766	$	5,125
Lease liability – finance leases		15		19
Total lease liability	$	4,781	$	5,144

Schedule of other supplemental information regarding our leases


Components of lease expense for the six months ended:	September 30, 2024		September 30, 2023
Operating lease amortization	$	346	$	330
Finance lease amortization	$	5	$	9
Finance lease interest	$	—	$	1


Weighted average lease term and discount rate at:	September 30, 2024		September 30, 2023
Lease term (years) – operating lease	5.75		6.75
Lease term (years) – finance lease	1.50		2.15
Lease rate – operating lease	4.5	%	4.5	%
Lease rate – finance lease	3.2	%	4.5	%

Schedule of supplemental cash flow information


Supplemental cash flow information related to leases for the six months ended:	September 30, 2024		September 30, 2023
Cash used in operating activities	$	469	$	469
Cash used in financing activities	$	5	$	11

Schedule of maturities of lease liabilities

Maturities of lease liabilities at September 30, 2024 for the next five years and thereafter:


October 1, 2024 - September 30, 2025	$	949
October 1, 2025 - September 30, 2026		944
October 1, 2026 - September 30, 2027		939
October 1, 2027 - September 30, 2028		939
October 1, 2028 - September 30, 2029		939
Thereafter		626
Total lease payments	$	5,336
Less: imputed interest		555
Total	$	4,781

COMMITMENTS (Tables)

6 Months Ended

Sep. 30, 2024

COMMITMENTS

Schedule of contributions to the plan


	Three Months ended		Three Months ended		Six Months ended		Six Months ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023
Company contributions	$	21	$	22	$	42	$	43

SEGMENT INFORMATION (Tables)

6 Months Ended

Sep. 30, 2024

SEGMENT INFORMATION.

Summary of financial information for segments


	Three Months Ended				Six Months Ended
	September 30,				September 30,
	2024		2023		2024		2023
Ranor	$	4,790	$	4,496	$	9,172	$	8,995
Stadco		4,223		3,606		7,827		6,573
Intersegment elimination		(67)		(132)		(67)		(227)
Revenue from external customers		8,946		7,970		16,932		15,341
Ranor		1,141		673		2,053		1,547
Stadco		(825)		(323)		(2,159)		(1,227)
Corporate and unallocated (1)		(804)		(947)		(1,723)		(1,497)
Total operating loss		(488)		(597)		(1,829)		(1,177)
Other income		—		41		13		41
Interest expense		(113)		(149)		(245)		(243)
Consolidated loss before income taxes	$	(601)	$	(705)	$	(2,061)	$	(1,379)
Depreciation and amortization:
Ranor					$	523	$	263
Stadco						868		865
Totals					$	1,391	$	1,128
Capital expenditures
Ranor					$	1,622	$	2,654
Stadco						—		5
Totals					$	1,622	$	2,659

(1)	Corporate general costs include executive and director compensation, and other corporate administrative expenses not allocated to the segments.

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Jul. 03, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	May 28, 2024	May 24, 2024	May 23, 2024	Mar. 31, 2024
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Net loss		$ (601)	$ (528)	$ (2,061)	$ (1,056)
Total available liquidity		1,275		1,275					$ 677
Cash and cash equivalents		132		132					138
Revolver loan capacity		$ 1,143		$ 1,143					$ 539
Issuance of common stock (in shares)	521,800
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001					$ 0.0001
Private placement at an aggregate purchase price				$ 1,801
Private placement
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Stock issued during period common stock and warrant	521,800
Private placement at an aggregate purchase price	$ 1,801
Combined purchase price of share and warrant	$ 3.45
Placement agent's fees	$ 213
Number of additional common stock warrants to purchase				19,983
Revolver loan
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Revolver loan, commitment amount						$ 4,500	$ 4,500	$ 5,000
Berkshire Loan
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
Amount of total debt outstanding		$ 7,154		$ 7,154

REVENUE - Disaggregated basis (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
REVENUE
Revenue	$ 8,946	$ 7,970	$ 16,932	$ 15,341
Over-time
REVENUE
Revenue	8,532	7,414	15,861	14,347
Point-in-time
REVENUE
Revenue	414	556	1,071	994
Defense
REVENUE
Revenue	8,919	7,960	16,861	15,159
Industrial
REVENUE
Revenue	$ 27	$ 10	$ 71	$ 182

REVENUE - Net sales from customers (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
REVENUE
Revenue	$ 8,946	$ 7,970	$ 16,932	$ 15,341
Customer A \| Customer concentration risk \| Sales revenue, net
REVENUE
Revenue	$ 1,531	$ 2,560	$ 3,064	$ 4,845
Concentration risk percentage	17.00%	32.00%	18.00%	32.00%
Customer A \| Customer concentration risk \| Accounts Receivable
REVENUE
Concentration risk percentage					16.00%
Customer B \| Customer concentration risk \| Sales revenue, net
REVENUE
Revenue	$ 898		$ 1,890
Concentration risk percentage	10.00%		11.00%
Customer C \| Customer concentration risk \| Sales revenue, net
REVENUE
Revenue	$ 1,206		$ 2,281
Concentration risk percentage	13.00%		13.00%
Customer D \| Customer concentration risk \| Sales revenue, net
REVENUE
Revenue	$ 1,041
Concentration risk percentage	12.00%
Customer D \| Customer concentration risk \| Accounts Receivable
REVENUE
Concentration risk percentage			16.00%
Customer E \| Customer concentration risk \| Sales revenue, net
REVENUE
Revenue	$ 1,365	$ 1,235	$ 3,238	$ 2,101
Concentration risk percentage	15.00%	16.00%	19.00%	13.00%
Customer E \| Customer concentration risk \| Accounts Receivable
REVENUE
Concentration risk percentage			43.00%		44.00%
Customer F \| Customer concentration risk \| Sales revenue, net
REVENUE
Revenue	$ 2,113		$ 2,992
Concentration risk percentage	24.00%		18.00%
Customer G \| Customer concentration risk \| Accounts Receivable
REVENUE
Concentration risk percentage			16.00%
Customer H \| Customer concentration risk \| Accounts Receivable
REVENUE
Concentration risk percentage					18.00%

REVENUE - Contract assets and contract liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
REVENUE
Contract assets	$ 9,545	$ 8,527
Contract liabilities	2,517	3,788
Deferred revenue
REVENUE
Contract liabilities	886	2,104
Customer Deposits
REVENUE
Contract liabilities	1,631	1,684
Unbilled
REVENUE
Contract assets	22,818	19,255
Progress Payments
REVENUE
Contract assets	$ (13,273)	$ (10,728)

REVENUE - Additional information (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
REVENUE
Remaining performance obligation amount	$ 48,641
Revenue remaining performance obligation completed less than 50%	$ 41,304
Revenue, remaining performance obligation, percentage	50.00%
Revenue recognized by contract liabilities	$ 2,056	$ 1,195
Minimum
REVENUE
Remaining performance obligation expected timing of satisfaction period	3 months
Maximum
REVENUE
Remaining performance obligation expected timing of satisfaction period	36 months

INCOME TAXES - (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
INCOME TAXES - (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2024	Mar. 31, 2024
INCOME TAXES
Valuation allowance on deferred tax assets			$ 5,900	$ 5,300
Income tax benefit	$ (177)	$ (323)
Effective tax rate		23.40%

EARNINGS PER SHARE (EPS) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic EPS
Net loss	$ (601)	$ (528)	$ (2,061)	$ (1,056)
Weighted average shares	9,568,660	8,720,603	9,279,967	8,667,298
Net loss per share	$ (0.06)	$ (0.06)	$ (0.22)	$ (0.12)
Diluted EPS
Net loss	$ (601)	$ (528)	$ (2,061)	$ (1,056)
Weighted average shares	9,568,660	8,720,603	9,279,967	8,667,298
Net loss per share	$ (0.06)	$ (0.06)	$ (0.22)	$ (0.12)
Employee Stock Option
Diluted EPS
Antidilutive securities excluded from computation of earnings per share amount (in shares)	542,500	542,500	542,500	542,500
Warrants
Diluted EPS
Antidilutive securities excluded from computation of earnings per share amount (in shares)	566,783	25,000	566,783	25,000
Restricted Stock
Diluted EPS
Antidilutive securities excluded from computation of earnings per share amount (in shares)	10,000		10,000

STOCK-BASED COMPENSATION - Stock option activity granted (Details) - USD ($)	6 Months Ended	12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024
Number Of Options
Outstanding, vested, and exercisable (in shares)	542,500	542,500
Weighted Average Exercise Price
Outstanding, vested, and exercisable (in dollars per share)	$ 1.53	$ 1.53
Aggregate Intrinsic Value
Outstanding, vested, and exercisable	$ 1,091	$ 1,129
Weighted Average Remaining Contractual Life (in years)
Outstanding, vested, and exercisable (in years)	2 years 5 months 26 days	2 years 11 months 4 days

STOCK-BASED COMPENSATION - Stock options outstanding by exercise price (Details)	6 Months Ended
	Sep. 30, 2024 $ / shares shares
STOCK-BASED COMPENSATION
Options Outstanding and Exercisable \| shares	542,500
Range One
STOCK-BASED COMPENSATION
Exercise Price, Lower Range	$ 0.01
Exercise Price, Upper Range	$ 0.99
Options Outstanding and Exercisable \| shares	192,500
Weighted Average Remaining Contractual Term	10 months 9 days
Options Outstanding, Weighted Average Exercise Price	$ 0.32
Options Exercisable, Weighted Average Exercise Price	0.32
Range Two
STOCK-BASED COMPENSATION
Exercise Price, Lower Range	2
Exercise Price, Upper Range	$ 2.99
Options Outstanding and Exercisable \| shares	350,000
Weighted Average Remaining Contractual Term	2 years 8 months 1 day
Options Outstanding, Weighted Average Exercise Price	$ 2.19
Options Exercisable, Weighted Average Exercise Price	$ 2.19

STOCK-BASED COMPENSATION - Additional information (Details) - USD ($) $ in Thousands		3 Months Ended	6 Months Ended
	Aug. 03, 2023	Sep. 30, 2024	Sep. 30, 2024
STOCK-BASED COMPENSATION
Fair value of shares expected to vest			$ 111
Unrecognized compensation period			24 months
Restricted Shares
STOCK-BASED COMPENSATION
Number of shares issued to CFO	15,000
Number of shares will vest on each of the first, second, and third anniversaries	5,000
Compensation cost		$ 19
Unrecognized compensation cost		$ 92	$ 92
2016 Plan
STOCK-BASED COMPENSATION
Shares reserved		1,250,000	1,250,000
Shares available for grant		257,500	257,500
Maximum
STOCK-BASED COMPENSATION
Maximum contractual term (in years)			10 years
Maximum \| 2016 Plan
STOCK-BASED COMPENSATION
Number of shares of common stock		1,250,000	1,250,000

CONCENTRATION OF CREDIT RISK (Details) $ in Thousands	6 Months Ended	12 Months Ended
CONCENTRATION OF CREDIT RISK (Details) $ in Thousands	Sep. 30, 2024 USD ($) customer	Mar. 31, 2024 USD ($)
CONCENTRATION OF CREDIT RISK
Accounts receivable	$ 2,387	$ 2,371
Accounts Receivable \| Customer concentration risk \| Customer A
CONCENTRATION OF CREDIT RISK
Accounts receivable		$ 383
Concentration risk percentage		16.00%
Accounts Receivable \| Customer concentration risk \| Customer D
CONCENTRATION OF CREDIT RISK
Accounts receivable	$ 384
Concentration risk percentage	16.00%
Accounts Receivable \| Customer concentration risk \| Customer E
CONCENTRATION OF CREDIT RISK
Accounts receivable	$ 1,031	$ 1,042
Concentration risk percentage	43.00%	44.00%
Accounts Receivable \| Customer concentration risk \| Customer G
CONCENTRATION OF CREDIT RISK
Accounts receivable	$ 376
Concentration risk percentage	16.00%
Accounts Receivable \| Customer concentration risk \| Customer H
CONCENTRATION OF CREDIT RISK
Accounts receivable		$ 423
Concentration risk percentage		18.00%
Trade Receivables
CONCENTRATION OF CREDIT RISK
Number of significant customers \| customer	3
Trade Receivables \| Customer concentration risk \| Customers
CONCENTRATION OF CREDIT RISK
Concentration risk percentage	75.00%

OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
OTHER CURRENT ASSETS
Prepaid insurance	$ 189	$ 337
Prepaid subscriptions	78	120
Prepaid taxes	94	27
Supplier advances	12	26
Deposits	39	20
Employee advances	29	17
Prepaid advisory fees, other	18	17
Total	$ 459	$ 564

PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024
PROPERTY, PLANT AND EQUIPMENT, NET
Total property, plant, and equipment	$ 29,699		$ 29,143
Less: accumulated depreciation	(15,319)		(14,345)
Total property, plant and equipment, net	14,380		14,798
Depreciation expense	1,040	$ 789
Land
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, Gross	110		110
Building and improvements
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, Gross	3,294		3,294
Machinery equipment, furniture, and fixtures
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, Gross	25,318		25,591
Construction-in-progress
PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, Gross	$ 977		$ 148

ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
ACCRUED EXPENSES
Accrued compensation	$ 1,225	$ 1,172
Provision for claims	444	517
Provision for contract losses	516	293
Accrued professional fees	421	459
Accrued project costs	1,131	560
Accrued breakup fee		1,117
Other	199	145
Total	$ 3,936	$ 4,263

ACCRUED EXPENSES - Additional information (Details) - USD ($) $ in Thousands		1 Months Ended	3 Months Ended
	Apr. 29, 2024	Apr. 30, 2024	Jun. 30, 2024	Mar. 31, 2024
ACCRUED EXPENSES
Accrued breakup fee				$ 1,117
Stock issued for termination fee (in shares)	320,000
Stock issued for termination fee	$ 1,536		$ 1,536
Additional accrued breakup fee	$ 419	$ 419

DEBT - Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
DEBT
Total debt	$ 7,154	$ 7,648
Less: debt issue costs unamortized	99	89
Total debt, net	7,055	7,559
Less: Current portion of long-term debt	7,055	7,559
Stadco Term Loan, at 3.79% interest, due August 2028
DEBT
Total debt	$ 2,370	$ 2,647
Interest rate (as a percent)	3.79%	3.79%
Ranor Term Loan, at 6.05% interest, due December 2027
DEBT
Total debt	$ 2,184	$ 2,216
Interest rate (as a percent)	6.05%	6.05%
Ranor Revolver Loan, due April 2025
DEBT
Total debt	$ 2,600	$ 2,785

DEBT - Additional Information (Details) - USD ($)								6 Months Ended		12 Months Ended
DEBT - Additional Information (Details) - USD ($)	Jun. 01, 2024	May 31, 2024	Mar. 20, 2024	Dec. 20, 2023	Dec. 23, 2022	Aug. 25, 2021	Dec. 21, 2016	Sep. 30, 2024	Sep. 30, 2023	Mar. 31, 2024	May 28, 2024	May 24, 2024	May 23, 2024	Jan. 20, 2017
DEBT
Maximum amount of borrowing base required to grant loan advance								$ 5,000,000
Weighted average amount outstanding								2,286,000
Capital expenditures								1,622,000	$ 2,659,000
Basis spread on variable rate (as a percent)	2.50%	2.25%
Revolver loan
DEBT
Maximum principal amount											$ 4,500,000	$ 4,500,000	$ 5,000,000
Interest payments								$ 90,000	$ 83,000
Stadco Term Loan, at 3.79% interest, due August 2028
DEBT
Principal amount of debt						$ 4,000,000
Maturity term						7 years
Monthly payments of principal and interest amount						$ 54,000
Interest rate (as a percent)								3.79%		3.79%
Debt Instrument, Face Amount						$ 4,000,000
Unamortized debt issuance expense								$ 24,000		$ 30,000
Basis spread on variable rate (as a percent)						2.25%
Stadco Term Loan, at 3.79% interest, due August 2028 \| Ranor, Inc.
DEBT
Unamortized debt issuance expense										$ 59,000
Stadco Term Loan, at 3.79% interest, due August 2028 \| Ranor, Inc. \| Revolver loan
DEBT
Principal amount of debt						$ 4,000,000
Debt Instrument, Face Amount						$ 4,000,000
Stadco Term Loan at 3.79% interest, due August 2028.
DEBT
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]						tpcs:FederalHomeLoanBankOfBostonClassicAdvanceRateMember
Ranor term loan
DEBT
Weighted average interest rate (as a percent)								7.81%		7.60%
Unused borrowing capacity								$ 1,143,000		$ 539,000
Ranor term loan \| Revolving Credit Facility
DEBT
Maximum amount of borrowing base required to grant loan advance							$ 5,000,000
Ranor term loan \| Revolver loan
DEBT
Maximum principal amount							$ 5,000,000
Ranor term loan \| Ranor, Inc.
DEBT
Proceeds limit from term loan						$ 2,850,000
Unamortized debt issuance expense								75,000
Berkshire Loan
DEBT
Amount of debt outstanding								7,154,000
Annual capital expenditure								1,500,000
Berkshire Loan \| Revolving Credit Facility
DEBT
Debt instrument percentage of accounts receivable used for determination of aggregate amount of advances							80.00%
Debt instrument percentage of eligible raw material used for determination of aggregate amount of advances							25.00%
Amount included in sum to calculate maximum borrowing base							$ 250,000
Berkshire Loan \| Revolver loan
DEBT
Proceeds limit from term loan			$ 2,000	$ 1,000
Weighted average amount outstanding								$ 2,600,000
Nonrefundable commitment fee percentages								0.25%
Berkshire Loan \| Secured Term Loan
DEBT
Monthly payments of principal and interest amount					$ 19,000
Interest rate (as a percent)														5.21%
Berkshire Loan \| Notes payables
DEBT
Debt Instrument percentage of appraised value Of equipment for determination of aggregate amount of advances							80.00%
Berkshire Loan \| Ranor, Inc.
DEBT
Debt instrument covenant trailing period for measurement of loan to value ratio								365 days
Berkshire Loan \| Ranor, Inc. \| Secured Term Loan
DEBT
Principal amount of debt							$ 2,850,000,000
Debt Instrument, Face Amount							$ 2,850,000,000
Berkshire Loan \| Minimum
DEBT
Cash flow ratio of debt service								1
Debt instrument covenant leverage ratio year one								1
Loan-to-Value Ratio								1
Berkshire Loan \| Maximum
DEBT
Cash flow ratio of debt service								1.2
Debt instrument covenant leverage ratio year one								2.5
Loan-to-Value Ratio								0.75

OTHER NONCURRENT LIABILITIES (Details) $ in Thousands	Sep. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)
OTHER NONCURRENT LIABILITIES
Customer payments received recorded as other noncurrent liability	$ 3,528	$ 3,528
Current liability	221	221
Noncurrent liability	1,162	$ 1,254
Stadco's payment agreement with the LADWP
OTHER NONCURRENT LIABILITIES
Aggregate delinquent and unpaid outstanding amounts for water, water service, electric energy and/or electric service			$ 1,800
Monthly installment payments to be made	$ 18
Late payment charge, annual rate	18

LEASES (Details) - USD ($) $ in Thousands	Aug. 25, 2021	Sep. 30, 2024	Mar. 31, 2024
LEASES
Right of use asset - operating lease		$ 6,629	$ 6,629
Right of use asset - finance leases		65	65
Amortization		(2,067)	(1,717)
Right of use assets net		4,627	4,977
Lease liability - operating lease		4,766	5,125
Lease liability - finance leases		15	19
Total lease liability		$ 4,781	$ 5,144
Building and property lease
LEASES
Other lease assets and liabilities	$ 6,694
Monthly payments	$ 83

LEASES - Other supplemental information of Leases (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
LEASES
Operating lease amortization	$ 346	$ 330
Finance lease amortization	$ 5	9
Finance lease interest		$ 1
Lease term (years) - operating lease	5 years 9 months	6 years 9 months
Lease term (years) - finance lease	1 year 6 months	2 years 1 month 24 days
Lease rate - operating lease	4.50%	4.50%
Lease rate - finance lease	3.20%	4.50%

LEASES - Supplemental cash flow information (Details) - USD ($) $ in Thousands	6 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
LEASES
Cash used in operating activities	$ 469	$ 469
Cash used in financing activities	$ 5	$ 11

LEASES - Maturities of lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Mar. 31, 2024
Maturities of lease liabilities
October 1, 2024 - September 30, 2025	$ 949
October 1, 2025 - September 30, 2026	944
October 1, 2026 - September 30, 2027	939
October 1, 2027 - September 30, 2028	939
October 1, 2028 - September 30, 2029	939
Thereafter	626
Total lease payments	5,336
Less: imputed interest	555
Total lease liability	$ 4,781	$ 5,144

COMMITMENTS (Details) $ in Thousands	3 Months Ended		6 Months Ended
COMMITMENTS (Details) $ in Thousands	Sep. 30, 2024 USD ($) item	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) item	Sep. 30, 2023 USD ($)
COMMITMENTS
Purchase obligation	$ 5,911		$ 5,911
Retirement Benefits	$ 21	$ 22	$ 42	$ 43
Number of defined contribution and saving plan \| item	2		2

SEGMENT INFORMATION - Financial information for segments (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) item	Sep. 30, 2023 USD ($)	Mar. 31, 2024 USD ($)
SEGMENT INFORMATION
Number of reportable segment \| item			2
Revenue from external customers	$ 8,946	$ 7,970	$ 16,932	$ 15,341
Total operating loss	(488)	(597)	(1,829)	(1,177)
Interest expense	(113)	(149)	(245)	(243)
Other (expense) income		41	13	41
Consolidated loss before income taxes	(601)	(705)	(2,061)	(1,379)
Assets	35,012		35,012		$ 34,747
Depreciation and amortization			1,391	1,128
Capital expenditures			1,622	2,659
Operating segments
SEGMENT INFORMATION
Interest expense	(113)	(149)	(245)	(243)
Other (expense) income		41	13	41
Eliminate intersegment revenue
SEGMENT INFORMATION
Revenue from external customers	(67)	(132)	(67)	(227)
Corporate and unallocated
SEGMENT INFORMATION
Total operating loss	(804)	(947)	(1,723)	(1,497)
Ranor
SEGMENT INFORMATION
Depreciation and amortization			523	263
Capital expenditures			1,622	2,654
Ranor \| Operating segments
SEGMENT INFORMATION
Revenue from external customers	4,790	4,496	9,172	8,995
Total operating loss	1,141	673	2,053	1,547
Stadco
SEGMENT INFORMATION
Depreciation and amortization			868	865
Capital expenditures				5
Stadco \| Operating segments
SEGMENT INFORMATION
Revenue from external customers	4,223	3,606	7,827	6,573
Total operating loss	$ (825)	$ (323)	$ (2,159)	$ (1,227)