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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 June 30, 2025

☐ 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 August 13, 2025, was 9,952,950.

Table of Contents

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	19
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	28
ITEM 4.	CONTROLS AND PROCEDURES	28
PART II.	OTHER INFORMATION	32
ITEM 1.	LEGAL PROCEEDINGS	32
ITEM 5.	OTHER INFORMATION	32
ITEM 6.	EXHIBITS	32
	SIGNATURES	33

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


	(Unaudited)
	June 30,		March 31,
(in thousands, except per share data)	2025		2025
ASSETS
Current assets:
Cash and cash equivalents	$	143	$	195
Accounts receivable, less allowances of $53 and $22, on June 30 and March 31, 2025		2,794		2,192
Contract assets		9,077		9,587
Raw materials		1,899		1,800
Work-in-process		1,320		1,082
Other current assets		405		490
Total current assets		15,638		15,346
Property, plant and equipment, net		12,296		13,791
Right of use asset, net		4,086		4,268
Other noncurrent assets		122		122
Total assets	$	32,142	$	33,527
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	2,615	$	2,437
Accrued expenses		3,688		3,685
Contract liabilities		1,962		1,040
Customer deposits		1,631		1,631
Current portion of long-term lease liability		776		770
Current portion of long-term debt, net		5,714		7,353
Total current liabilities		16,386		16,916
Long-term equipment financing		—		3
Long-term lease liability		3,443		3,638
Other noncurrent liability		4,101		4,230
Total liabilities		23,930		24,787
Commitments and contingent liabilities (see Note 14)
Stockholders’ Equity:
Common stock - par value $.0001 per share, 50,000,000 shares authorized: Shares issued and outstanding: June 30, 2025 – 9,777,536 and 9,767,536, respectively. Shares issued and outstanding: March 31, 2025 – 9,761,825 and 9,751,825, respectively.		1		1
Additional paid in capital		18,954		18,885
Accumulated deficit		(10,743)		(10,146)
Total stockholders’ equity		8,212		8,740
Total liabilities and stockholders’ equity	$	32,142	$	33,527

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)


	Three months ended June 30,
(in thousands, except per share data)	2025		2024
Revenue	$	7,379	$	7,986
Cost of revenue		6,349		7,747
Gross profit		1,030		239
Selling, general and administrative		1,493		1,580
Loss from operations		(463)		(1,341)
Other income		1		13
Interest expense		(135)		(132)
Total other expense		(134)		(119)
Loss before income taxes		(597)		(1,460)
Income tax expense		—		—
Net loss	$	(597)	$	(1,460)
Net loss per share – basic and diluted	$	(0.06)	$	(0.16)
Weighted average number of shares outstanding – basic and diluted		9,757,846		8,983,970

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

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, 2024	8,777,432	$	1	$	15,201	$	(7,399)	$	7,803
Stock issued for termination fee	320,000		—		1,536		—		1,536
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

Balance March 31, 2025	9,761,825	$	1	$	18,885	$	(10,146)	$	8,740
Stock issued for exercised options	15,711		—		—		—		—
Stock-based compensation	—		—		69		—		69
Net loss	—		—		—		(597)		(597)
Balance June 30, 2025	9,777,536	$	1		18,954		(10,743)		8,212

See accompanying notes to the condensed consolidated financial statements.

Table of Contents

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)


	Three Months Ended June 30,
(in thousands, except per share data)	2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(597)	$	(1,460)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		701		694
Amortization of debt issue costs		29		17
Change in fair value of stock acquisition termination fee		—		419
Stock based compensation expense		69		9
Change in contract loss provision		(250)		160
Changes in operating assets and liabilities:
Accounts receivable		(602)		(1,168)
Contract assets		510		(233)
Work-in-process and raw materials		(337)		(417)
Other current assets		85		66
Accounts payable		178		2,209
Accrued expenses		67		(114)
Contract liabilities		922		(759)
Other noncurrent liabilities		(129)		684
Net cash provided by operating activities		646		107
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant, and equipment		(1,250)		(201)
Reimbursements for purchases of property, plant and equipment		2,226		170
Net cash provided by (used in) investing activities		976		(31)
CASH FLOWS FROM FINANCING ACTIVITIES:
Debt issue costs		(17)		(11)
Revolver loan borrowings		2,755		2,778
Revolver loan payments		(4,241)		(2,781)
Payments of principal for leases		(2)		(2)
Repayments of long-term debt		(169)		(154)
Net cash used in financing activities		(1,674)		(170)
Net decrease in cash and cash equivalents		(52)		(94)
Cash and cash equivalents, beginning of period		195		138
Cash and cash equivalents, end of period	$	143	$	44
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION:
Cash paid for interest; net of amounts capitalized	$	110	$	116

See accompanying notes to the condensed consolidated financial statements.

SUPPLEMENTAL INFORMATION – NONCASH TRANSACTIONS:

Noncash Operating

On April 29, 2024, we extinguished a liability of $1.1 million 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 $1.5 million for the breakup fee payment as set forth under an agreement to terminate the acquisition of Votaw Precision Technologies, Inc.

Table of Contents

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, and WCH. Intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of June 30, 2025, the condensed consolidated statements of operations and stockholders’ equity for the three months ended June 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the three months ended June 30, 2025 and 2024 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, 2025, filed with the SEC on July 30, 2025.

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 three months ended June 30, 2025, we reported a net loss of $597.

As of June 30, 2025, we had $1,856 in total available liquidity, consisting of $1,949 in undrawn capacity under our revolver loan, $143 in cash and cash equivalents, and $236 of book overdrafts. As of March 31, 2025, we had $1,451 in total available liquidity, consisting of $195 in cash and cash equivalents, and $1,256 in undrawn capacity under our revolver loan. Our working capital was negative because of the reclassification of our long-term debt from noncurrent to current in the condensed consolidated balance sheet.

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 certain debt covenants as of June 30, 2025 and March 31, 2025. 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. The lender could also stop honoring drawdowns under the revolver loan.

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There was $5,741 and $7,387 outstanding under the Loan Agreement on June 30, 2025 and March 31, 2025. 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 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.

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 August 29, 2025. The bank retains the right to act on covenant violations and is under no obligation to allow draws on the revolver through the expiration date. 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 of the condensed consolidated financial statements included in this Quraterly Report on Form 10-Q are issued.

The condensed consolidated financial statements for the three months ended June 30, 2025, 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 Adopted

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. As such, the Company adopted this update on April 1, 2025. This standard update will only impact the disclosures in the Income Taxes footnote.

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 revenue, 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 consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments in this update provide all entities with a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. The amendments in this update affect entities that apply the practical expedient when estimating expected credit losses on current accounts receivable and/or current contract assets arising from transactions under Topic 606. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

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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 can be between three and thirty-six months. The Company invoices and receives related payments based upon performance progress not less frequently than monthly.

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 June 30, 2025	$	7,379	$	—	$	7,379
Three months ended June 30, 2024	$	7,800	$	186	$	7,986


Revenue by contract type	Over-time		Point-in-time		Totals
Three months ended June 30, 2025	$	6,685	$	694	$	7,379
Three months ended June 30, 2024	$	7,492	$	494	$	7,986

As of June 30, 2025, the Company had $50,114 of remaining performance obligations, of which $44,051 was less than 50% complete. The Company expects to recognize all 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 revenues from customers who accounted for more than 10% of our revenue for the three months ended June 30:


	2025				2024
Customer	Amount		Percent		Amount		Percent
Customer A	$	1,126	15	%	$	1,762	22	%
Customer B	$	*	*	%	$	992	13	%
Customer C	$	1,845	25	%	$	1,075	14	%
Customer D	$	*	*	%	$	*	*	%
Customer E	$	1,590	21	%	$	1,844	23	%
Customer F	$	711	10	%	$	879	11	%

*Less than 10% of total

The following table displays total revenue generated by the individual customers in the above table by segment that accounted for 10% or more of our revenue for the three months ended June 30:


(dollars in thousands)	2025				2024
Revenue	Amount		Percent		Amount		Percent
Ranor	$	3,202	43	%	$	3,888	45	%
Stadco	$	2,070	28	%	$	2,664	26	%

In our 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 for the periods ended:


			Progress
Contract assets	Unbilled		Payments		Total
June 30, 2025	$	26,760	$	(17,683)	$	9,077
March 31, 2025	$	26,059	$	(16,472)	$	9,587

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For the three months ended June 30, 2025 and 2024, we recognized revenue of $676 and $856 related to our contract liabilities as of the opening balances on April 1, 2025 and 2024. Contract liabilities consist of the following for the periods ended:


	Opening				Obligations		Closing
Contract liabilities	Balance		Billed		Satisfied		Balance
June 30, 2025	$	1,040	$	20,669	$	(19,747)	$	1,962
March 31, 2025	$	2,104	$	18,720	$	(19,784)	$	1,040

NOTE 4 – INCOME TAXES

We account for income taxes under ASC 740, 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.

Our taxes are measured at the U.S. statutory income tax rate of 21%. For the three months ended June 30, 2025 and 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.

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 $5,700 at June 30, 2025 and $5,722 at March 31, 2025. 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.

On July 4, 2025, the “One Big Beautiful Bill Act” was enacted into law. The act includes changes to U.S. tax law that will be applicable to the Company beginning in fiscal 2026. These changes include provisions allowing accelerated tax deductions for qualified property, plant and equipment expenditures. We are in the process of evaluating the Act and potential impact on our condensed consolidated financial statements.

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
	June 30, 2025		June 30, 2024
Basic and diluted EPS
Net loss	$	(597)	$	(1,460)
Weighted average shares – basic and diluted		9,757,846		8,983,970
Net loss per share	$	(0.06)	$	(0.16)

The following table depicts all potential common stock equivalents that have an anti-dilutive effect and 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
	June 30, 2025	June 30, 2024
Stock options	542,500	542,500
Warrants	711,083	25,000
Restricted stock	10,000	15,000

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From time to time, we may enter into contracts that are indexed to and settled in our own stock, such as warrants. Contracts that require settlement in shares are equity instruments and measured at fair value. Subsequent changes in fair value are not recognized if the contracts continue to be classified as equity. In connection with the sale of our common stock and warrants to purchase shares of our common stock in fiscal 2025 in a private placement, we recorded the sale of common stock and warrants as shareholder’s equity at a combined purchase price of $3.46. The portion of the proceeds received for the stock and warrant that are allocable to the warrant was accounted for as additional paid-in-capital. The allocation was based on the relative fair market values of the two securities at the time of issuance.

NOTE 6 – STOCK-BASED COMPENSATION

Our board of directors, upon the recommendation of the compensation committee of our board of directors, approved the 2016 TechPrecision Equity Incentive Plan, or the “2016 Plan”, on November 10, 2016. Our stockholders approved the 2016 Plan at the Company’s Annual Meeting of Stockholders on December 8, 2016. The 2016 Plan succeeds the 2006 Plan (as defined below) and applies to awards granted after the 2016 Plan’s adoption by the Company’s stockholders. We have designed the 2016 Plan to reflect our commitment to having best practices in both compensation and corporate governance.

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 enable TechPrecision and its affiliated companies to recruit and retain highly qualified employees, directors, and consultants; and to provide those employees, directors, and consultants with an incentive for productivity, and 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 1,250,000 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.

The fair value of the options we grant is estimated using the Black-Scholes option-pricing model based on the closing stock prices at the grant date and the weighted average assumptions specific to the underlying options. Expected volatility assumptions are based on the historical volatility of our common stock. The average dividend yield over the historical period for which volatility was computed is zero. The risk-free interest rate was selected based upon yields of five-year U.S. Treasury issues. We used the simplified method for all grants to estimate the expected life of the option. We assume that stock options will be exercised evenly over the period from vesting until the awards expire. We account for award forfeitures as they occur. As such, the assumed period for each vesting tranche is computed separately and then averaged together to determine the expected term for the award. On June 30, 2025, there were 204,327 shares available for grant under the 2016 Plan.

The following table summarizes information about options granted during the two most recently completed fiscal years:


						Weighted
						Average
		Weighted		Aggregate		Remaining
	Number Of	Average		Intrinsic		Contractual Life
	Options	Exercise Price		Value		(in years)
Outstanding at March 31, 2025	542,500	$	1.53	$	456,150	2.08
Exercised	(50,000)		0.67	$	337,500	—
Outstanding at June 30, 2025	492,500	$	1.41	$	1,146,350	1.90
Vested or expected to vest at June 30, 2025	492,500	$	1.41	$	1,146,350	1.90
Exercisable and vested at June 30, 2025	492,500	$	1.41	$	1,146,350	1.90

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The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing stock price and the exercise price multiplied by the number of in-the-money options on the measurement date) that would have been received by the option holders had all option holders exercised their options on June 30,2025 and March 31, 2025. This amount changes based on the fair value of the Company’s common stock. At June 30, 2025, there was no remaining unrecognized compensation cost related to stock options. The maximum contractual term is ten years for option grants. Other information relating to stock options outstanding at June 30, 2025 is as follows:


		Weighted
		Average
		Remaining	Weighted			Weighted
	Options	Contractual	Average		Options	Average
Range of Exercise Prices:	Outstanding	Term	Exercise Price		Exercisable	Exercise Price
$0.01-$0.99	192,500	0.12	$	0.32	192,500	$	0.32
$2.00-$2.99	300,000	1.94	$	2.11	300,000	$	2.11
Totals	492,500				492,500

Restricted Stock Awards

On August 3, 2023, we issued 15,000 shares of restricted common stock to our former chief financial officer. 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 three months ended June 30, 2025 and 2024 was $9 and $9, respectively. There is $37 of unrecognized compensation cost related to this award which is expected to be recognized over the next twelve months.

On January 24, 2025, pursuant to the 2016 Equity Incentive Plan, the Company awarded 54,880 shares, in the aggregate, of restricted common stock to our four non-employee directors. The common stock shall vest and become nonforfeitable on December 19, 2025. During the period commencing on the grant date and ending on the vesting date, the grantee is not permitted to sell, transfer, pledge, assign or otherwise encumber the common stock. The grantee must be serving as a director as of the vesting date and must have been continuously serving in such capacity from the grant date through the vesting date. Fair value of $180 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 of $45 was recognized for the three months ended June 30, 2025, and there is $90 of unrecognized compensation cost which is expected to be recognized over the next six months.

Pursuant to the announcement of our newly appointed CFO on March 31, 2025, or the transition date, the Company agreed to grant in the amount of $180 of restricted shares of the Company’s common stock, or 78,261 shares, based on the stock closing price of $2.30 on the transition date. The fair value of $180 will be amortized ratably over a three-year vesting period, following the transition date. Stock-based compensation expense of $15 was recognized for the three months ended June 30, 2025, and there is $165 of remaining unrecognized compensation cost related to this award which is expected to be recognized over the next thirty-three 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.

On June 30, 2025, there were trade accounts receivable balances outstanding from two customers comprising 67% 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:


	June 30, 2025				March 31, 2025
Customer	Amount		Percent		Amount		Percent
A	$	557	20	%	$	239	11	%
B		*	*	%		*	*	%
C		*	*	%		*	*	%
D		*	*	%		382	17	%
E		1,302	47	%		1,024	47	%
F		*	*	%		*	*	%

*less than 10% of total

NOTE 8 - OTHER CURRENT ASSETS


Other current assets included the following as of:	June 30, 2025		March 31, 2025
Prepaid insurance	$	210	$	236
Prepaid subscriptions		125		169
Prepaid taxes		4		25
Supplier advances		29		—
Deposits		20		30
Other		17		30
Total	$	405	$	490

NOTE 9 - PROPERTY, PLANT AND EQUIPMENT, NET


Property, plant and equipment, net consisted of the following as of:	June 30, 2025		March 31, 2025
Land	$	110	$	110
Building and improvements		3,294		3,294
Machinery equipment, furniture, and fixtures		25,624		25,624
Equipment deposit, net		—		981
Construction-in-progress		147		147
Total property, plant, and equipment		29,175		30,156
Less: accumulated depreciation		(16,879)		(16,365)
Total property, plant and equipment, net	$	12,296	$	13,791

For the quarter ended June 30, 2025 and 2024, we recorded depreciation expense of $519 and $520, 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:	June 30, 2025		March 31, 2025
Accrued compensation	$	1,442	$	1,346
Accrued project costs		1,077		1,009
Accrued professional fees		406		521
Provision for claims		236		236
Provision for contract losses		213		463
Book overdrafts		236		—
Other		78		110
Total	$	3,688	$	3,685

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.

NOTE 11 – DEBT


Long-term debt included the following as of:	June 30, 2025		March 31, 2025
Stadco Term Loan, at 3.79% interest, due August 2028	$	1,943	$	2,086
Ranor Term Loan, at 6.05% interest, due December 2027		2,134		2,151
Ranor Revolver Loan, due August 2025		1,664		3,150
Stadco equipment financing, at 13.38% interest, due April 2026		29		37
Total debt	$	5,770	$	7,424
Less: debt issue costs unamortized	$	56	$	68
Total debt, net	$	5,714	$	7,356
Less: Current portion of long-term debt	$	5,714	$	7,353
Total long-term debt, net	$	—	$	3

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.

Since December 20, 2021, Ranor and certain affiliates of the Company entered into eleven separate amendments to the Amended and Restated Loan Agreement and First Amendment to Promissory Note to extend the maturity date of the Ranor Term Loan and Revolver Loan to December 15, 2027 and August 29, 2025, respectively.

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 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 on June 30, 2025 and March 31, 2025 were $16 and $18, 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 are made in monthly installments of $17 each, inclusive of interest at a fixed rate of 6.05% per annum, with all outstanding principal and accrued interest due and payable on December 15, 2027.

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) $4,500, 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.

Paid and accrued interest expense under the Revolver Loan during the three months ended June 30, 2025 and 2024 was $53 and $56, respectively. The weighted average interest rate as of June 30, 2025 and March 31, 2025 was 6.93% and 7.47%, respectively. The weighted average amount outstanding during the three months ended June 30, 2025 was $2,991. There was $1,664 outstanding under the Revolver Loan as of June 30, 2025. Unused borrowing capacity as of June 30, 2025 and March 31, 2025 was $1,949 and $1,256, respectively.

Unamortized debt issue costs on June 30, 2025 and March 31, 2025 were $40 and $50, respectively.

Berkshire Loan Covenants

For purposes of this discussion, Ranor and Stadco are referred to together as the “Borrowers”. 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 Company was not in compliance with certain debt covenants as of June 30, 2025 and March 31, 2025. 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 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. The carrying value of short and long-term borrowings approximates their fair value.

Stadco Equipment Financing

Stadco entered into a two-year equipment financing agreement dated May 1, 2024 to purchase certain computer hardware for $65. On the last day of each month, Stadco will make monthly payments of $3, with all remaining outstanding amounts due and payable on April 30, 2026.

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 have been received under this contract. 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 fiscal 2025 and 2026. Advance payments from the customer accrue in the Company’s consolidated balance sheets as a noncurrent liability.

As of June 30, 2025, and March 31, 2025, a total of $3,161 and $3,235, in the aggregate, was included in other noncurrent liabilities under the programs described above.

In fiscal year 2023, Stadco entered into an 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 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 will 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 June 30, 2025 and March 31, 2025 for $221 and $940, and $221 and $995, respectively.

NOTE 13 – LEASES

Stadco is a party to an amended building and property operating lease and a right of use asset. Monthly base rent for the property is $78 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 at:


	June 30, 2025		March 31, 2025
Right of use asset – operating lease	$	6,629	$	6,629
Right of use asset – finance leases		65		65
Amortization		(2,608)		(2,426)
Right of use assets net	$	4,086	$	4,268
Lease liability – operating lease	$	4,212	$	4,398
Lease liability – finance leases		7		10
Total lease liability	$	4,219	$	4,408

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


Components of lease expense for the three months ended:	June 30, 2025		June 30, 2024
Operating lease amortization	$	180	$	172
Finance lease amortization	$	2	$	2
Finance lease interest	$	—	$	—


Weighted average lease term and discount rate at:	June 30, 2025		June 30, 2024
Lease term (years) – operating lease	5.00		6.00
Lease term (years) – finance lease	0.75		1.75
Lease rate – operating lease	4.5	%	4.5	%
Lease rate – finance lease	3.2	%	3.2	%


Supplemental cash flow information related to leases for the three months ended:	June 30, 2025		June 30, 2024
Cash used in operating activities	$	235	$	235
Cash used in financing activities	$	2	$	2

Maturities of lease liabilities on June 30, 2025 for the next five years and thereafter:


July 1, 2025 – June 30, 2026	$	946
July 1, 2026 – June 30, 2027		939
July 1, 2027 – June 30, 2028		939
July 1, 2028 – June 30, 2029		939
July 1, 2029 – June 30, 2030		860
Total lease payments	$	4,623
Less: imputed interest		404
Total	$	4,219

NOTE 14 – COMMITMENTS AND CONTINGENT LIABILITIES

Employment Agreements

We have employment agreements with each of our executive officers. Such agreements provide for minimum salary levels, adjusted annually, and incentive bonuses that are payable if specified company goals are attained. The aggregate commitment at June 30, 2025 for future executive salaries was $615.

Purchase Commitments

As of June 30, 2025, we had $9,296 in purchase obligations outstanding, which primarily consisted of contractual commitments to purchase new materials and supplies expected to be used over the next twelve months. We also have $7,483 in purchase obligations outstanding for the purchase of machinery and equipment under an arrangement with a certain customer as described above in Note 12-Noncurrent liabilities. The company will be reimbursed in full by the customer for all purchases.

Retirement Benefits

The Company has a defined contribution and savings plan that covers substantially all employees who have completed 90 days of service. Ranor retains the option to match employee contributions. The Company contributed $17 and $21 for the three months ended June 30, 2025 and 2024, respectively.

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NOTE 15 – SEGMENT INFORMATION

The Company has two wholly owned subsidiaries, Ranor and Stadco, each a reportable segment. The accounting policies of the segments are the same as those described in the summary of significant accounting policies. All 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 precision industrial customers.

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. The operating profit metric is what the CODM uses in evaluating segment results of operations and the financial measure that provides insight into our overall performance and financial position.

Segment operating profit includes executive, sales and marketing compensation, and other administrative and corporate expenses allocated equally to each segment based on a revenue run rate. The following table provides summarized financial information for our segments:


	June 30, 2025						June 30, 2024
	Ranor		Stadco		Total		Ranor		Stadco		Total
Revenue	$	4,297	$	3,332	$	7,629	$	4,382	$	3,604	$	7,986
Intersegment elimination		(55)		(195)		(250)		—		—		—
Revenue, net	$	4,242	$	3,137	$	7,379	$	4,382	$	3,604	$	7,986
Cost of revenue		2,749		3,600		6,349		3,145		4,602		7,747
Selling, general, and administrative (1)(3)		652		735		1,387		453		671		1,124
Income (loss) from operations		841		(1,198)		(357)		784		(1,669)		(885)
Reconciliation of profit or loss:
Unallocated items:
Corporate general costs (2)						(106)						(37)
Costs related to terminated acquisition						—						(419)
Consolidated operating loss						(463)						(1,341)
Other income (expense), net						1						13
Interest expense						(135)						(132)
Consolidated loss before income taxes					$	(597)					$	(1,460)
Depreciation and amortization	$	259	$	442	$	701	$	261	$	433	$	694
Capital expenditures	$	1,250		—	$	1,250	$	201		—	$	201

(1)	Corporate overhead costs such as executive and sales compensation, and other corporate facilities and administrative expenses are allocated equally to the segments.

(2)	Corporate general costs include executive and director compensation, stock-based compensation expense, and other corporate administrative expenses not allocated to the segments.

(3)	Prior period data is restated to reflect changes in corporate and administrative expenses allocated to the segments.

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

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, 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 tariffs, 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,

●

unexpected costs, charges or expenses resulting from the recently terminated Stock Purchase Agreement; and

●

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.

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Overview

The manufacturing operations of our Ranor subsidiary are situated on approximately 65 acres in North Central Massachusetts. Leveraging our 145,000 square foot facilities, Ranor provides a full range of custom solutions to transform material into precision finished welded components and precision finished machined components up to 100 tons: manufacturing engineering, materials management and traceability, high-precision heavy fabrication (in-house fabrication operations include cutting, press and roll forming, welding, heat treating, assembly, blasting and painting), heavy high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including portable CMM, NonDestructive Testing, and final packaging.

All manufacturing at Ranor is performed in accordance with customer requirements. Ranor is an ISO 9001:2015 certificate holder. Ranor is a US defense-centric company with over 95% of its revenue in the defense sector. Ranor is registered and compliant with ITAR.

The manufacturing operations of our Stadco subsidiary are situated in an industrial self-contained multi-building complex comprised of approximately 183,000 square feet under roof in Los Angeles, California. Stadco manufactures large mission-critical components on several high-profile military aircraft, military helicopter, and military space programs. Stadco has been a critical supplier to a blue-chip customer base that includes some of the largest OEMs and prime contractors in the defense and aerospace industries. Stadco also manufactures tooling, molds, fixtures, jigs and dies used in the production of defense-centric aircraft components.

Our Stadco subsidiary, similar to Ranor, provides a full range of custom solutions: manufacturing engineering, materials management and traceability, high-precision fabrication (in-house fabrication operations include waterjet cutting, press forming, welding, and assembly) and high-precision machining (in-house machining operations include CNC programming, finishing, and assembly), QC inspection including both fixed and portable CMM NonDestructive Testing, and final packaging. In addition, Stadco features a large electron beam welding cell, and two NonDestructive Testing work cells, a unique mission-critical technology set.

All manufacturing at Stadco is performed in accordance with customer requirements. Stadco is an AS 9100 D and ISO 9001:2015 certificate holder and a NADCAP NonDestructive Testing certificate holder. Stadco is a US defense-centric company with over 95% of its revenue in the defense sector. Stadco is registered and compliant with ITAR.

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.

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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.

Our significant accounting policies are set forth in detail in Note 2 to the consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended March 31, 2025. There were no significant changes to our critical accounting policies during the three months ended June 30, 2025.

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 loss, 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 June 30, 2025 and 2024

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


	June 30, 2025				June 30, 2024				Changes
			Percent of				Percent of
(dollars in thousands)	Amount		Revenue		Amount		Revenue		Amount		Percent
Revenue
Ranor	$	4,297	58	%	$	4,382	55	%	$	(85)	(2)	%
Stadco		3,332	45	%		3,604	45	%		(272)	(8)	%
Intersegment elimination		(250)	(3)	%		—	—	%		(250)	nm	%
Consolidated Revenue	$	7,379	100	%	$	7,986	100	%	$	(607)	(8)	%
Cost of revenue
Ranor	$	2,804	39	%	$	3,145	39	%	$	(341)	(11)	%
Stadco		3,795	52	%		4,602	58	%		(807)	(18)	%
Intersegment elimination		(250)	(5)	%		—	—	%		(250)	nm	%
Consolidated Cost of revenue	$	6,349	86	%	$	7,747	97	%	$	(1,398)	(18)	%
Gross profit
Ranor	$	1,493	35	%	$	1,237	28	%	$	256	21	%
Stadco		(463)	(14)	%		(998)	(28)	%		535	54	%
Consolidated Gross profit	$	1,030	14	%	$	239	3	%	$	791	331	%

nm-not meaningful

Revenue

Consolidated – Revenue was $7,379 for the three months ended June 30, 2025, or 8% lower when compared to revenue of $7,986 for the three months ended June 30, 2024. Revenue decreased by less than 10% at both Ranor and Stadco. We realized more direct labor hours at both Ranor and Stadco on projects executed during the first quarter of fiscal 2026 as compared with the same period a year ago. However, because of improved throughput, gross profit and gross margin expanded in the first quarter.

Ranor – Revenue was $4,297 for the three months ended June 30, 2025, a decrease of $85 or 2% lower when compared to the same period a year ago, as our project mix changed for components manufactured for certain prime defense contractors. We realized 4% more direct labor hours during the first quarter of fiscal 2026 as compared with the same period a year ago.

The backlog for 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 June 30, 2025 and 2024 was $24,402 and $18,759, respectively.

Stadco – Revenue was $3,332 for the three months ended June 30, 2025, compared with revenue of $3,604 for the three months ended June 30, 2024, a decrease of $272, or 8%. We had a similar project mix for the comparable period as we made progress achieving a more predictable repeat business over time with our prime defense customers. Direct labor hours increased by 2% during the first quarter of fiscal 2026 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 as of June 30, 2025 and June 30, 2024 was $25,712 and $22,406, 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 three months ended June 30, 2025, was $6,349, or 18% lower when compared to the three months ended June 30, 2024. The decrease in cost of revenue was primarily the result of lower loss provisions at both Ranor and Stadco. As a result, gross profit increased by $791, or 331% when compared to the same period a year ago. Gross margin for the three months ended June 30, 2025 was 14.0% compared to 3.0% in the same period a year ago.

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Ranor – Gross profit increased by $256 or 21% when compared to the same period a year ago. Cost of revenue decreased by $341 or 11%, when compared with the same period in the prior year, primarily driven by better overhead absorption and a reduction in the provision for losses.

Stadco – Gross profit was negative $463 for the three months ended June 30, 2025, as our losses decreased when compared to the same period a year ago. Cost of revenue decreased by $807 or 18%, primarily driven by a lower loss provision and a decrease in repairs and maintenance when compared with the same period a year ago.

Selling, General and Administrative (SG&A) Expenses


	June 30, 2025				June 30, 2024				Changes
			Percent of				Percent of
(dollars in thousands)	Amount		Revenue		Amount		Revenue		Amount		Percent
Ranor	$	652	9	%	$	453	6	%	$	199	44	%
Stadco		735	10	%		671	8	%		64	9	%
Corporate and unallocated		106	1	%		456	6	%		(350)	(77)	%
Consolidated SG&A	$	1,493	20	%	$	1,580	20	%	$	(87)	(6)	%

Consolidated – Total selling, general and administrative expenses for the three months ended June 30, 2025, decreased by $87, or 6%, as lower corporate costs more than offset an increase in office costs as both Ranor and Stadco rationalize back-office support.

Ranor – SG&A expense increased by $199 primarily for compensation, benefits, payroll taxes and office costs.

Stadco – SG&A expense increased by $64 primarily for compensation, benefits, payroll taxes and office costs.

Corporate and unallocated – SG&A decreased by $350 primarily on the absence of that change in fair value in connection with the breakup fee for the terminated Votaw Precision Technologies, Inc. “Votaw” acquisition.

Operating (loss) income


	June 30, 2025				June 30, 2024				Changes
			Percent of				Percent of
(dollars in thousands)	Amount		Revenue		Amount		Revenue		Amount		Percent
Ranor	$	843	11	%	$	784	10	%	$	59	8	%
Stadco		(1,200)	(16)	%		(1,669)	(21)	%		469	28	%
Corporate and unallocated		(106)	(1)	%		(456)	(6)	%		350	77	%
Operating loss	$	(463)	(6)	%	$	(1,341)	(17)	%	$	878	66	%

Consolidated – As a result of the foregoing, for the three months ended June 30, 2025, we reported an operating loss of $463, or $878 lower than the operating loss for the three months ended June 30, 2024. The change was primarily due to lower operating losses at Stadco and the absence of acquisition costs at corporate.

Ranor – Operating income and profit margins expanded on lower manufacturing costs and improved productivity.

Stadco – Operating loss narrowed as manufacturing costs decreased and productivity improved.

Corporate and unallocated – Operating loss decreased on the absence of a breakup fee in connection with the terminated Votaw acquisition which was evident in the three months ended June 30, 2024.

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Other Income (Expense), net

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


	June 30, 2025		June 30, 2024		$ Change		% Change
Other income	$	1	$	13	$	(12)	(92)	%
Interest expense		(112)		(115)		3	3	%
Amortization of debt issue costs		(23)		(17)		(6)	(34)	%

Interest expense decreased by $3 when compared with the same period a year ago, due primarily to lower levels of borrowings under the Revolver Loan and lower interest expense paid in connection with the term loans.

Amortization of debt issue costs for the three months ended June 30, 2025, was slightly higher when compared to three months ended June 30, 2024, due to higher issue costs in connection with the Revolver Loan renewals.

Other income, net, in the table above, for the three months ended June 30, 2024, includes a vendor rebate for approximately $11,000.

Income Tax expense

For the three months ended June 30, 2025, 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.

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. The valuation allowance on deferred tax assets at June 30, 2025 was approximately $5,700. 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.

Net Loss

As a result of the foregoing, for the three months ended June 30, 2025, we recorded a net loss of $597, or $0.06 per share basic and fully diluted, compared with a net loss of $1,460, or $0.16 per share basic and fully diluted for the three months ended June 30, 2024.

Liquidity, Capital Resources and Going Concern

Our liquidity is highly dependent on the availability of financing facilities and our ability to maintain gross profit and operating income. As of June 30, 2025, we had $1,856 in total available liquidity, consisting of $1,949 in undrawn capacity under our Revolver Loan, $143 in cash and cash equivalents, and $236 of book overdrafts. As of March 31, 2025, we had $1,451 in total available liquidity, consisting of $195 in cash and cash equivalents and $1,256 in undrawn capacity under our Revolver Loan (as defined below). Our working capital was negative because of the reclassification of our long-term debt from noncurrent to current in the condensed consolidated balance sheet.

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There was $1,664 and $3,150 outstanding under the Revolver Loan on June 30, 2025 and March 31, 2025, 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 three months ended June 30, 2025 and 2024, totaled $53 and $56, respectively. The weighted average interest rate on June 30, 2025 and March 31, 2025 was 6.93% and 7.47%, respectively. The weighted average amount outstanding during the three months ended June 30, 2025 was $2,991. Our working capital was negative 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 at the fiscal years ended:


	June 30,		March 31,		Change
(dollars in thousands)	2025		2025		Amount
Cash and cash equivalents	$	143	$	195	$	(52)
Revolver loan – available borrowing capacity	$	1,949	$	1,256	$	693
Working capital	$	(748)	$	(1,570)	$	822
Total debt	$	5,770	$	7,424	$	(1,654)
Total stockholders’ equity	$	8,212	$	8,740	$	(528)

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


	June 30,		June 30,		Change
(dollars in thousands)	2025		2024		Amount
Operating activities	$	646	$	107	$	539
Investing activities		976		(31)		1,007
Financing activities		(1,674)		(170)		(1,504)
Net decrease in cash	$	(52)	$	(94)	$	42

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 provided by operating activities for the three months ended June 30, 2025 and 2024 was $646 and $107, respectively. Our net loss adjusted by our non-cash adjustments used $48 of cash during the three months ended June 30, 2025, as compared to a use of cash of $161 to the same period a year ago. Working capital changes to our balance sheet provided $694 of cash during the three months ended June 30, 2025, as compared to $268 provided by during the same period a year ago.

Investing activities

For the three months ended June 30, 2025 and 2024, we invested $1,250 and $201, respectively, in new factory machinery and equipment. We were reimbursed during the three months ended June 30, 2025 and 2024 for $2,226 and $170, respectively, of certain purchases under a supplier development fund.

Financing activities

We drew down $2,755 under our Revolver Loan during the three months ended June 30, 2025, and repaid $4,241 during the same period. We also used $188 of cash to pay down debt principal, periodic lease payments, and debt issue costs to renew the Revolver Loan.

For the three months ended June 30, 2024, we drew down $2,778 under the Revolver Loan and repaid $2,781 during the same period. We also used $167 of cash to pay down debt principal, periodic lease payments, and debt issue costs to renew the Revolver Loan.

All of the above activity resulted in a net decrease in cash of $52 for the three months ended June 30, 2025 compared with a net decrease in cash of $94 for the three months ended June 30, 2024.

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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 and the revolving line of credit, or the “Revolver Loan”. In addition, Berkshire Bank provided the Stadco Term Loan 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 to be used to support the acquisition of Stadco and refinance existing indebtedness of Stadco.

Since September 25, 2021 and on the 25th day of each month thereafter, Stadco has made 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. Interest on the Stadco Term Loan is due on unpaid balances at a fixed rate per annum equal to the 7-year Federal Home Loan Bank of Boston Classic Advance Rate plus 2.25%.

The interest rate on the Ranor Term Loan is 6.05%, the monthly payment on the Ranor Term Loan is $17 with benchmark SOFR-based pricing conventions.

Since December 20, 2021, Ranor and certain affiliates of the Company entered into eleven separate amendments to the Amended and Restated Loan Agreement and First Amendment to Promissory Note to, among other things, extend the maturity date of the Ranor Term Loan and Revolver Loan to December 15, 2027 and August 29, 2025, respectively.

As a result of Borrowers’ failure to satisfy certain debt covenants as of June 30, 2025, as set forth in the Loan Agreement, the borrowers acknowledge that a certain Event of Default has occurred and is continuing under the Loan Agreement. 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 has arisen or may arise.

There was $5,741 and $7,387 outstanding under the Loan Agreement on June 30, 2025 and March 31, 2025, 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 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.

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 August 29, 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.

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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 on June 30, 2025:

●

Our debt obligations, including fixed and variable-rate debt, totaled $5,770, 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 $9,296, all of it due to be paid within the next twelve months. These purchase commitments are in the normal course of business.

●

We also have $7,483 in purchase obligations outstanding for the purchase of machinery and equipment under an arrangement with a certain customer where the Company is reimbursed in full for all purchases.

●

Our operating lease obligations, including imputed interest, totaled $4,212 for buildings through 2030, with approximately $900 due annually for each of the next five years.

There are no off-balance sheet arrangements as of June 30, 2025.

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 $597 and $1,460 for the three months ended June 30, 2025 and 2024, respectively. EBITDA, a non-GAAP financial measure, was negative for the three months ended June 30, 2024. The following table provides a reconciliation of EBITDA to net loss, the most directly comparable U.S. GAAP measure reported in our condensed consolidated financial statements for the three months ended:


	June 30,		June 30,		Change
(Dollars in thousands)	2025		2024		Amount
Net loss	$	(597)	$	(1,460)	$	863
Income tax benefit		—		—		—
Interest expense (1)		135		132		3
Depreciation and amortization		701		694		7
EBITDA	$	239	$	(634)	$	873

(1)	Includes amortization of debt issue costs.

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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.

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.

Evaluation of Disclosure Controls and Procedures.

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 June 30, 2025, 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 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.

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Material Weaknesses

We identified five material weaknesses in our internal control over financial reporting as of March 31, 2025. 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 this Annual Report on Form 10-K, for the fiscal year ended March 31, 2025, management identified the following material weaknesses:

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.

Tax accounting - in 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. 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 the Annual Report on Form 10-K. These conditions also led to certain omissions in the assessment of the valuation allowance during the third and fourth quarter of fiscal 2024.

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 revenues 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, 2025.

Accounting for impairment of long-lived assets - in the fourth quarter of fiscal 2025 we engaged a third-party specialist to perform an impairment test on the recoverability of long-lived assets triggered by a history of operating losses at Stadco. Because of our inability to close the Stadco books in a timely manner, extra time was required to complete certain tasks with respect to the impairment test, and we were not able to execute a timely management review of the valuation report. Because of this material weakness, we made a late journal entry to our general ledger which was subsequently reversed while preparing the consolidated financial statements and footnotes included in the Annual Report on Form 10-K. The demand on corporate accounting resources is significant due to the manual nature of controls necessary to maintain effective control over Stadco’s legacy accounting system and intensifies during the quarterly closings.

Segregation of duties – Duties are logically divided among people and processes to mitigate risks and meet financial reporting objectives. Inadequate segregation of duties could result in misappropriation of assets or intentional misstatements in the financial statements. Management performs an annual assessment including planning, scoping, documentation, and testing of controls. As a result of the assessment, we discovered that in fiscal 2025, we operated for a brief period when our interim CFO/Controller assumed roles as a reviewer and journal entry preparer with access to the general ledger and other financial reporting programs and spreadsheets. These conditions were temporary and existed during a brief period as the Company transitioned to our new CFO on March 31, 2025.

Notwithstanding the material weaknesses, management believes the condensed consolidated financial statements included in this Quarterly Annual 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.

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Remediation of the Material Weaknesses

For the fiscal year ended March 31, 2025, we reviewed our entity level controls, staffing requirements and the cost/benefit for remediating our material weaknesses.

In fiscal 2024, our management, with the oversight of our audit committee, began to implement a plan and take measures in order to remediate 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 accounting for acquisitions, income taxes, closing cycle time at Stadco, impairment of long-lived assets, and segregation of duties. This remediation process has not been completed, and the following is an update through the end of June 30, 2025:

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 as required. 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 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. In fiscal 2026, management will enhance its policy, procedures and process level controls on how it gathers and analyzes relevant facts and circumstances in connection with all complex business transactions. We will document the required evidence that needs to be maintained (e.g., checklists, signatures) for each existing and new internal control, and communicate the requirements to key stakeholders. We will review and test our controls and procedures in fiscal 2026 before making a final validation on operating effectiveness.

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, ensuring proper makeup and quarterly reviews of our deferred tax assets and liabilities and valuation allowance requirements. Management plans to review our controls and procedures for at least one more quarter in fiscal 2026 before making a final validation on operating effectiveness.

Stadco accounting - For the fiscal year ended March 31, 2025, 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 continue to transition the accounting function to the CFO office in Massachusetts, where expert and experienced personnel are in-place to execute a plan to a) improve the effectiveness and efficiency of the accounting operation, ensuring a timely closing cycle, b) improve the reliability of financial reporting, and c) ensure continued compliance with generally accepted accounting principles and applicable laws and regulations. We implemented these measures during fiscal 2024 and 2025, and we will monitor progress during fiscal 2026 as we facilitate remediation of the material weakness.

Accounting for impairment of long-lived assets - We will continue to engage a third-party specialist with the requisite knowledge to perform all required testing in connection with the impairment of long-lived assets. This specialist worked with the Company on acquisition activities in connection with the Stadco purchase. We identified the late journal entry as a control gap, i.e., the controls design was effective but did not operate as designed. Management will develop and implement a formal policy with related procedures to supplement existing controls to ensure a timely evaluation of triggering events and changes in circumstances that may indicate an impairment of long-lived assets. We will review and test the process again during the next impairment testing date in FY 2026 before making a final validation on operating effectiveness.

Segregation of duties - This conflict has been resolved with the hiring of a new CFO on March 31, 2025, as duties are properly segregated under the CFO and controller’s office. We will continue to assess scoping, documentation, and testing of controls under the financial reporting function during the next fiscal year before making a final validation on operating effectiveness.

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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, 2025. 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 have identified and will continue to strengthen our internal control over financial reporting. 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 June 30, 2025, 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.

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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.

Item 5. Other Information

During the three months ended June 30, 2025, 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.

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

Second Amended and Restated By-laws of the Registrant

8-K

001-41698

August 14, 2025

3.1

10.1

Second Amendment to TechPrecision Corporation 2016 Equity Incentive Plan

8-K

001-41698

August 14, 2025

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

August 21, 2025	By:	/s/ Phillip E. Podgorski
		Phillip E. Podgorski
		Chief Financial Officer

TECHPRECISION CORP 10-Q