TECHPRECISION CORP

Previous wording

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 U.S. defense-centric company with over 95% of its revenue in the defense sector. Stadco is registered and compliant with ITAR.

Current wording

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

Previous wording

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.

Current wording

We primarily serve customers in the defense and aerospace; secondarily in the 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.

Previous wording

Ranor – Revenue was $4,373 for the three months ended September 30, 2025, a decrease of $417 or 9% lower when compared with the same period a year ago. as our customer project mix has changed from the same prior year period. Revenue increased by $1,601 for work with certain defense customers, but decreased by $2,081 for all other defense customer projects, as project work shifted among our defense customers.

Current wording

Ranor – Revenue was $4,362 for the three months ended December 31, 2025, an increase of $52 or 1% higher when compared with the same period a year ago on a favorable customer project mix as project work has shifted among our defense customers.

Previous wording

*Consolidated –*Cost of revenue consists primarily of raw materials, parts, labor, overhead and subcontracting costs. Our cost of revenue for the six months ended September 30, 2025, was $12,977, or 17% lower when compared to the six months ended September 30, 2024. The decrease in cost of revenue was primarily the result of a favorable project mix at both Ranor and Stadco. As a result, gross profit increased by $2,235, or 179% when compared to the same period a year ago. Gross margin for the six months ended September 30, 2025 was 21.0% compared to 7.0% in the same period a year ago.

Current wording

*Consolidated –*Cost of revenue consists primarily of raw materials, parts, labor, overhead and subcontracting costs. Our cost of revenue for the three months ended December 31, 2025, was $6,713 or 1% higher when compared to the three months ended December 31, 2024. The cost of revenue at Ranor and Stadco increased by 10% and 2%, respectively. As a result, gross profit decreased by $610, or 62% when compared to the same period a year ago. Gross margin for the three months ended December 31, 2025 was 6% compared to 13% in the same period a year ago.

Previous wording

*Consolidated –*Total selling, general and administrative expenses for the six months ended September 30, 2025, decreased by $73, or 2%, as an increase in allocated office costs were slightly offset by lower corporate and unallocated expenses.

Current wording

*Consolidated –*Total selling, general and administrative expenses for the three months ended December 31, 2025, increased by $46, or 3%, as an increase in stock-based compensation more than offset a decrease in outside advisory and office costs.

Previous wording

Stadco – SG&A expense decreased by $52 as allocated lower advisory costs more than offset higher allocated costs for compensation, benefits, payroll taxes and office costs.

Current wording

Ranor – SG&A expense decreased by $96 as lower allocated outside advisory and office costs more than offset an increase for compensation, benefits, and payroll taxes.

Previous wording

Consolidated – As a result of the foregoing, for the three months ended September 30, 2025, we reported operating income of $942, compared with an operating loss of $488 for the three months ended September 30, 2024. The change was primarily due to lower operating losses at Stadco.

Current wording

Consolidated – As a result of the foregoing, for the three months ended December 31, 2025, we reported an operating loss of $1,352, compared with an operating loss of $696 for the three months ended December 31, 2024. The change was primarily due to higher operating losses at Stadco and an increase in stock-based compensation.

Previous wording

Amortization of debt issue costs for the three months ended September 30, 2025 decreased when compared to three months ended September 30, 2024, due primarily to lower amortized issue costs in connection with revolver loan renewal.

Current wording

Amortization of debt issue costs for the three months ended December 31, 2025 decreased by $12 when compared to three months ended December 31, 2024, due primarily to lower amortized issue costs in connection with revolver loan renewal.

Previous wording

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 September 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.

Current wording

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 December 31, 2025 was approximately $6,000. 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.

Previous wording

As a result of the foregoing, for the three months ended September 30, 2025, we recorded net income of $825, or $0.08 per share basic and fully diluted, compared with a net loss of $601, or $0.06 per share basic and fully diluted for the three months ended September 30, 2024.

Current wording

As a result of the foregoing, for the three months ended December 31, 2025, we recorded a net loss of $1,473, or $0.15 per share basic and fully diluted, compared with a net loss of $799, or $0.08 per share basic and fully diluted for the three months ended December 31, 2024.

Previous wording

Consolidated– Revenue was $16,465 for the six months ended September 30, 2025, a decrease of $467 or 3% lower when compared to revenue for the six months ended September 30, 2024, on a favorable project mix at both Stadco and Ranor. Because of improved throughput at Stadco, gross profit and gross margin also expanded in the second quarter.

Current wording

Consolidated– Revenue was $23,559 for the nine months ended December 31, 2025, a decrease of $995 or 4% when compared to revenue for the nine months ended December 31, 2024. Project mix remains favorable at both Stadco and Ranor. Consolidated gross profit and gross margin expanded during the nine months ended December 31, 2025 when compared to the same period a year ago, but our rate of progress fulfilling obligations slowed in the third quarter and dampened revenue recognition at Stadco.

Previous wording

Ranor – Revenue was $8,670 for the six months ended September 30, 2025, a decrease of $502 or 5% lower when compared to the same period a year ago. Our rate of progress fulfilling obligations decreased in the second quarter, as our customer project mix has changed slightly from the same prior year period. Revenue increased due to work on new components for certain defense customers who were

Current wording

Ranor – Revenue was $13,032 for the nine months ended December 31, 2025, a decrease of $450 or 3% when compared to the same period a year ago. Our customer project mix remains favorable and has changed slightly from the same prior year period. Revenue increased due to work on new components for certain defense customers who were not part of the prior year nine month project mix, and decreased year-over-year with the other remaining defense customers who were part of the project mix for both comparable reporting periods.

Previous wording

The backlog at Ranor on September 30, 2025 and 2024 was $25,018 and $21,714, respectively, as new orders continue to flow to us from our existing customer base of prime defense contractors.

Current wording

The backlog at Ranor on December 31, 2025 was $22,755 as new orders continue to flow to us from our existing customer base of prime defense contractors.

Previous wording

Stadco – Revenue was $8,151 for the six months ended September 30, 2025, compared with revenue of $7,827 for the six months ended September 30, 2024, an increase of $324, or 4%. Revenue recognized on projects in the current year six month period included more projects with higher revenue and gross margin as compared with the project mix a year ago.

Current wording

Stadco – Revenue was $11,135 for the nine months ended December 31, 2025, compared with revenue of $11,139 for the nine months ended December 31, 2024, a decrease of $4. Revenue recognized on projects in the current fiscal year included more projects with higher revenue and gross margin when compared with the project mix a year ago.

Previous wording

Stadco’s backlog as of September 30, 2025 and 2024 was $22,781 and $26,927, respectively, 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.

Current wording

Stadco’s backlog as of December 31, 2025 was $23,207 as new orders for components related to a variety of programs, including military aircraft, military helicopter, and military space programs, continue to flow to us from our existing customer base of prime defense contractors.

Previous wording

*Consolidated –*Cost of revenue consists primarily of raw materials, parts, labor, overhead and subcontracting costs. Our cost of revenue for the three months ended September 30, 2025, was $6,628 or 16% lower when compared to the three months ended September 30, 2024. The decrease in cost of revenue was primarily the result of a favorable project mix at both Ranor and Stadco. As a result, gross profit increased by $1,444, or 143% when compared to the same period a year ago. Gross margin for the three months ended September 30, 2025 was 27.0% compared to 11.0% in the same period a year ago.

Current wording

*Consolidated –*Cost of revenue consists primarily of raw materials, parts, labor, overhead and subcontracting costs. Our cost of revenue for the nine months ended December 31, 2025, was $19,690, or 12% lower when compared to the nine months ended December 31, 2024. The decrease in cost of revenue was primarily the result of a favorable project mix at both Ranor and Stadco. As a result, gross profit increased by $1,625, or 72% when compared to the same period a year ago. Gross margin for the nine months ended December 31, 2025 was 16% compared to 9% in the same period a year ago.

Previous wording

Ranor – Gross profit increased by $623 or 39% when compared to the same period a year ago. Cost of revenue decreased by $1,001 or 31%, when compared with the same period in the prior year, as a favorable project mix in the fiscal 2026 second quarter included more projects than normal with higher gross margins.

Current wording

Ranor – Gross profit increased by $982 or 23% when compared to the same period a year ago. Cost of revenue decreased by $933 or 10%, when compared with the same period in the prior year, as gross margin expanded under a favorable project mix.

Previous wording

*Consolidated –*Total selling, general and administrative expenses for the three months ended September 30, 2025, increased by $14, or 1%, as higher costs for compensation and benefits more than offset a decrease in advisory costs as we added staff to the back-office support.

Current wording

*Consolidated –*Total selling, general and administrative expenses for the nine months ended December 31, 2025, decreased by $27, or 1%, as a decrease in office costs more than offset an increase in compensation and benefits.

Previous wording

Ranor – SG&A expense increased by $196 primarily for allocated compensation, benefits, payroll taxes and office costs, reflecting added staff to back-office support when compared with the same period a year ago.

Current wording

Ranor – SG&A expense increased by $100 primarily for allocated compensation, benefits, and payroll taxes, reflecting staff additions to back-office support when compared with the same period a year ago.

Previous wording

Corporate and unallocated – SG&A decreased primarily on the absence of that change in fair value ($419) in connection with the breakup fee for the terminated Votaw Precision Technologies, Inc. “Votaw” acquisition, offset in part by an increase of $137 in stock based compensation and board fees.

Current wording

Corporate and *unallocated –*SG&A increased year-over-year, primarily on an increase for stock-based compensation of $482 and board fees for $25. That increase was offset in part by a decrease for breakup fees related to that change in fair value ($419) in connection with the terminated Votaw Precision Technologies, Inc., the “Votaw” acquisition, in the nine months ended December 31, 2024.

Previous wording

Consolidated – As a result of the foregoing, for the six months ended September 30, 2025, we reported operating income of $479 compared with operating loss of $1,829 for the six months ended September 30, 2024. The change was primarily due to lower operating losses at Stadco and increased profitability at Ranor.

Current wording

Consolidated – As a result of the foregoing, for the nine months ended December 31, 2025, we reported an operating loss of $873 compared with operating loss of $2,525 for the nine months ended December 31, 2024. The change was primarily due to lower operating losses at Stadco and increased profitability at Ranor.

Previous wording

*Corporate and unallocated –*Operating loss decreased on the absence of that change in fair value ($419) in connection with the breakup fee for the terminated Votaw acquisition, offset in part by an increase of $137 in stock based compensation and board fees.

Current wording

*Corporate and unallocated –*Operating loss decreased on that change in fair value ($419) in connection with the breakup fees for the terminated Votaw acquisition in fiscal 2025, offset in part by a total increase of $507 for stock based compensation and board fees.

Previous wording

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

Current wording

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

Previous wording

Amortization of debt issue costs for the three months ended September 30, 2025 were unchanged as amortized higher issue costs in connection with the Revolver Loan renewals offset lower term loan issue costs amortization.

Current wording

Amortization of debt issue costs for the nine months ended December 31, 2025 decreased by $11 for amortized issue costs in connection with both the Ranor Term Loan, the Stadco Term Loan and the Revolver Loan.

Previous wording

For the three months ended September 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.

Current wording

For the nine months ended December 31, 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.

Previous wording

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 September 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.

Current wording

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 December 31, 2025 was approximately $6,000. 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.

Previous wording

As a result of the foregoing, for the six months ended September 30, 2025, we recorded net income of $228, or $0.02 per share basic and fully diluted, compared with a net loss of $2,061, or $0.22 per share basic and fully diluted for the six months ended September 30, 2024.

Current wording

As a result of the foregoing, for the nine months ended December 31, 2025, we recorded a net loss of $1,245, or $0.13 per share basic and fully diluted, compared with a net loss of $2,860, or $0.30 per share basic and fully diluted for the nine months ended December 31, 2024.

Previous wording

Our liquidity is highly dependent on the availability of financing facilities and our ability to maintain gross profit and operating income. As of September 30, 2025, we had $1,400 in total available liquidity, consisting of $1,180 in undrawn capacity under our Revolver Loan and $220 in cash and cash equivalents. 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.

Current wording

Our liquidity is highly dependent on the availability of financing facilities and our ability to maintain gross profit and operating income. As of December 31, 2025, we had $747 in total available liquidity, consisting of $697 in undrawn capacity under our Revolver Loan and $50 in cash and cash equivalents. 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.

Previous wording

There was $3,320 and $3,150 outstanding under the Revolver Loan on September 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 six months ended September 30, 2025 and 2024, totaled $102 and $90, respectively. The weighted average interest rate on September 30, 2025 and March 31, 2025 was 6.93% and 7.47%, respectively. The weighted average amount outstanding during the six months ended September 30, 2025 was $2,907. Our working capital was negative on March 31, 2025 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:

Current wording

There was $2,926 and $3,150 outstanding under the Revolver Loan on December 31, 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 nine months ended December 31, 2025 and 2024, totaled $153 and $146, respectively. The weighted average interest rate on December 31, 2025 and March 31, 2025 was 6.82% and 7.47%, respectively. The weighted average amount outstanding during the nine months ended December 31, 2025 was $2,966. Our working capital was negative on March 31, 2025 and December 31, 2025 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:

Previous wording

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

Current wording

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

Previous wording

Cash used in operating activities for the six months ended September 30, 2025 and 2024 was $436 and $425, respectively. Non-cash adjustments to reconcile net income (loss) to net cash used in operating activities for the six months ended September 30, 2025 and 2024 totaled $1,445 and $2,089, respectively. For the six months ended September 30, 2025 and 2024, we used $2,109 and $453 of cash, respectively, for changes in operating assets and liabilities.

Current wording

Cash used in operating activities for the nine months ended December 31, 2025 and 2024 was $253 and $995, respectively. Non-cash adjustments to reconcile net loss to net cash used in operating activities for the nine months ended December 31, 2025 and 2024 totaled $2,732 and $2,806, respectively. For the nine months ended December 31, 2025 and 2024, we used $1,740 and $941 of cash, respectively, for changes in operating assets and liabilities.

Previous wording

For the six months ended September 30, 2025 and 2024, we invested $2,245 and $1,622, respectively, in new factory machinery and equipment. We were reimbursed for certain purchases under a supplier development fund during the six months ended September 30, 2025 and 2024 for $2,907 and $1,000, respectively.

Current wording

For the nine months ended December 31, 2025 and 2024, we invested $3,255 and $2,796, respectively, in new factory machinery and equipment. We were reimbursed for certain purchases under a supplier development fund during the nine months ended December 31, 2025 and 2024 for $4,133 and $2,566, respectively.

Previous wording

We drew down $8,940 under our Revolver Loan during the six months ended September 30, 2025, and repaid $8,770 during the same period. We also used $371 of cash to pay down debt principal, periodic lease payments, and debt issue costs to renew the Revolver Loan.

Current wording

We drew down $13,731 under our Revolver Loan during the nine months ended December 31, 2025, and repaid $13,955 during the same period. We also used $546 of cash to pay down debt principal, periodic lease payments, and debt issue costs to renew the Revolver Loan.

Previous wording

For the six months ended September 30, 2024, we drew down $6,746 under the Revolver Loan and repaid $6,931 during the same period. We also used $362 of cash to pay down debt principal, periodic lease payments, and debt issue costs to renew the Revolver Loan.

Current wording

For the nine months ended December 31, 2024, we drew down $10,526 under the Revolver Loan and repaid $10,381 during the same period. We used $546 of cash to pay down debt principal, make periodic lease payments, and pay debt issue costs to renew the Revolver Loan. We also financed the purchase of certain equipment for $65.

Previous wording

All of the above activity resulted in a net increase in cash of $25 for the six months ended September 30, 2025 compared with a net decrease in cash of $6 for the six months ended September 30, 2024.

Current wording

All of the above activity resulted in a net decrease in cash of $145 for the nine months ended December 31, 2025 compared with a net increase in cash of $27 for the nine months ended December 31, 2024.

Previous wording

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.

Current wording

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, the Bank will continue to provide the Ranor Term Loan and the Revolver Loan. In addition, the Bank provided a term loan to Stadco, the “Stadco Term Loan” in the original amount of $4,000. The proceeds of the original loan by the Bank to Ranor, the “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.

Previous wording

Since December 20, 2021, Ranor and certain affiliates of the Company entered into twelve 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 January 16, 2026, respectively.

Current wording

Since December 20, 2021, Ranor and certain affiliates of the Company entered into thirteen 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 May 15, 2026, respectively.

Previous wording

There was $7,235 and $7,387 outstanding under the Loan Agreement on September 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.

Current wording

There was $6,677 and $7,387 outstanding under the Loan Agreement on December 31, 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.

Previous wording

We define EBITDA as net loss plus interest, income taxes, depreciation, and amortization. For the three and six months ended September 30, 2025 and 2024, net income was $825 and $228, and net loss was $601 and $2,061, respectively. EBITDA, a non-GAAP financial measure, was positive for all periods reported except for the six months ended September 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 and six months ended:

Current wording

We define EBITDA as net loss plus interest, income taxes, depreciation, and amortization. For the three and nine months ended December 31, 2025 and 2024, net loss was $1,473 and $1,245, and $799 and $2,860, respectively. 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 following periods: