TECHPRECISION CORP
For the period ended Jun 30, 2025. Filed Aug 21, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 21, 2025
TPCS$4.90-2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-12-31; filed 2025-04-08.
0001410578-25-000659
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-21.
0001410578-25-001869
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 154 previous paragraphs and 92 current paragraphs.
46 unchanged; 30 reworded; 16 added; 68 removed; 10 previous and 0 current paragraphs rearranged.
Tables are not compared: 33 previous and 31 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (16)
Current report
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.
Current report
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.
Current report
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.
Current report
Gross Profit and Gross Margin
Current report
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.
Current report
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.
Current report
*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.
Current report
Ranor – SG&A expense increased by $199 primarily for compensation, benefits, payroll taxes and office costs.
Current report
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.
Current report
Ranor – Operating income and profit margins expanded on lower manufacturing costs and improved productivity.
Current report
Stadco – Operating loss narrowed as manufacturing costs decreased and productivity improved.
Current report
*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.
Current report
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.
Current report
Income Tax expense
Current report
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.
Current report
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.
Removed paragraphs (68)
Previous report
(in thousands, except per share data)
Previous report
Any forward - looking statements speak only as of the date on which they are made, and we undertake no obligation to publicly update or revise any forward - looking statements to reflect events or circumstances that may arise after the date of this Quarterly Report on Form 10 - Q, except as required by applicable law. Investors should evaluate any statements made by us in light of these important factors.
Previous report
TechPrecision, through our wholly owned subsidiaries, is a manufacturer of large - scale metal fabricated and machined precision components and equipment. These components are used in a variety of markets, primarily defense and aerospace, and secondarily precision industrial. All our operations and customers are in the United States.
Previous report
We work with our customers to manufacture components in accordance with the customers’ drawings and specifications. Our work complies with specific military specifications and standards as well as national and international codes and standards required by our customers. We believe that we have earned our reputation through outstanding technical expertise, attention to detail, and a total commitment to quality and excellence in customer service.
Previous report
All the Company’s operations, assets, and customers are located in the U.S.
Previous report
Recent Developments
Previous report
Termination of Votaw Acquisition
Previous report
On November 22, 2023 we and the Seller, entered into the Purchase Agreement, pursuant to which, we would acquire all of the issued and outstanding common stock of Votaw Precision Technologies, Inc. (“Votaw”) and after giving effect to such purchase, Votaw was to become our wholly owned subsidiary.
Previous report
Due to a change in certain conditions and events, it became probable that on March 31, 2024, the Company would be unable to close on the acquisition. On April 2, 2024, the Seller delivered to the Company written notice of its election to terminate the Purchase Agreement under Section 7.01(f) effective immediately. Pursuant to Section 7.01(f) of the Purchase Agreement, in the event that the Closing had not occurred by March 31, 2024, either we or the Seller had the right to terminate the Purchase Agreement, subject to the party terminating having complied with the other required closing conditions.
Previous report
Since the Seller validly terminated the Purchase Agreement pursuant to Section 7.01(f), the Company was required to pay to the Seller the Stock Termination Fee. Under the Purchase Agreement, the Stock Termination Fee can increase by 48,000 additional shares of the Company’s common stock under certain conditions, including if the Company fails to use commercially reasonable efforts to cause a registration statement to effect the resale of the shares of common stock composing the Stock Termination Fee to be declared effective by the Securities and Exchange Commission as soon as practicable. Such registration statement was filed with the Securities and Exchange Commission on May 2, 2024, and declared by the Securities and Exchange Commission, on January 31, 2025.
Previous report
On April 29, 2024, we issued 320,000 shares of our common stock as the Stock Termination Fee.
Previous report
Amendments to Amended and Restated Loan Agreement and to Second Amended and Restated Promissory Note
Previous report
On May 28, 2024, Ranor and the other Borrowers entered into an Eighth Amendment to Amended and Restated Loan Agreement and Fourth Amendment to Second Amended and Restated Promissory Note, or the “Eighth Amendment”, with Berkshire Bank. Effective May 24, 2024, the Eighth Amendment, among other things, (i) extends the maturity date of the Revolver Loan from May 24, 2024 to August 30, 2024; (ii) amends the maximum principal amount of the Revolver Loan from $5,000 to $4,500; and (iii) effective on June 1, 2024, increases the Term SOFR Margin (as defined in the Amendment) used to calculate the interest rate from 2.25% per annum to 2.50% per annum.
Previous report
On September 4, 2024, Ranor and the other Borrowers entered into a Ninth Amendment to Amended and Restated Loan Agreement and Fifth Amendment to Second Amended and Restated Promissory Note, or the “Ninth Amendment”, with Berkshire Bank. Effective August 30, 2024, the Ninth Amendment, among other things, (i) extends the maturity date of the Revolver Loan from August 30, 2024 to January 15, 2025.
Previous report
On December 19, 2024, Ranor and the other Borrowers entered into a Tenth Amendment to Amended and Restated Loan Agreement and Sixth Amendment to Second Amended and Restated Promissory Note, or the “Tenth Amendment”, with Berkshire Bank. The Tenth Amendment, among other things, extended the maturity date of the Revolver Loan from January 15, 2025 to April 30, 2025
Previous report
Read about theBerkshire Bank Loans under the “Liquidity and Capital Resources” section below, for a discussion of the amended debt agreement and its impact on the Company’s liquidity and on-going operations.
Previous report
Private Placement
Previous report
On July 3, 2024, the Company entered into a Securities Purchase Agreement with certain accredited investors, pursuant to which the Company sold 521,800 shares of the Company’s common stock, par value $0.0001 per share, and 521,800 common stock purchase warrants to purchase 521,800 shares of Common Stock in a private placement at an aggregate purchase price of $1,801.The combined purchase price for one share and one warrant was $3.45. The purpose of the private placement was to raise working capital for use by the Company. The closing of the offering occurred on July 8, 2024. Placement agent’s fees in connection with the offering totaled $123. In addition, the Company issued to the placement agent common stock purchase warrants to purchase up to 19,983 shares of common stock
Previous report
On February 11. 2025, the Company received $498 in proceeds from the sale of the remaining shares of the Company’s common stock, and common stock purchase warrants in a private placement pursuant to a Securities Purchase Agreement with certain accredited investors which closed on July 8, 2024.
Previous report
Pursuant to the agreement, we agreed to have a registration statement registering for resale the shares and the shares underlying the warrants declared effective with 60 days of the closing date. The registration statement was declared effective by the Securities and Exchange Commission on January 31, 2025. Since the registration statement was not declared effective in a timely manner, and the Company is now obligated to pay approximately $108 as liquidated damages under the agreement which is included in accrued expenses on the balance sheet.
Previous report
Gross profit and gross margin in the defense segments are driven by changes in volume, performance or contract mix. Performance refers to changes in profitability based on adjustments to estimates at completion on individual contracts. These adjustments can result from increases or decreases to the estimated value of the contract, the estimated costs to complete the contract or both.
Previous report
*Consolidated –*Revenue was $7,622 for the three months ended December 31, 2024, a decrease of $28 or less than 1% when compared to revenue of $7,650 for the three months ended December 31, 2023. Revenue decreased at Stadco by $58, but increased at Ranor by $14.
Previous report
Ranor – Revenue was $4,310 for the three months ended December 31, 2024, an increase of $14, or a percentage change of less than 1%. Our customer project mix was different when compared to the three months ended December 31, 2023, with a favorable change in volume which resulted in slightly higher revenue.
Previous report
*Stadco –*Revenue was $3,312 for the three months ended December 31, 2024, a decrease of $58 or 2%. Compared to the same period a year ago, work on a different project mix resulted in lower relative contract values which more than offset a favorable change in volume. The result was slightly lower revenue for the three months ended December 31, 2024.
Previous report
Gross profit (loss)
Previous report
Ranor – The cost of revenue decreased by $121, due to better throughput and higher absorbed overhead added to our work - in - progress. As a result, gross profit increased by $135 or 10% when compared with the same period a year ago.
Previous report
Stadco – The cost of revenue increased by $247 on higher production costs as factory overhead was under absorbed and work on projects executed during the quarter used more direct labor hours when compared to the same period a year ago. As a result, gross profit was negative and increased by $305 or 141% when compared to the same period a year ago.
Previous report
*Consolidated –*Total selling, general and administrative expenses decreased by $470, or 22%, primarily due to the absence of due diligence work on acquisitions. Corporate expenses were higher in the same period a year ago because of due diligence work in connection with the terminated Votaw acquisition.
Previous report
Ranor – SG&A expense increased by $101 as an increase in compensation more than offset a decrease in office costs.
Previous report
Stadco – SG&A expense increased by $35 due primarily to a slight increase in compensation when compared with the same period a year ago.
Previous report
Corporate and unallocated – SG&A decreased by $606 or 40%, due primarily to the absence of due diligence work on acquisitions. Other corporate expenses increased by $100. Expenses of $700 were recorded for due diligence work in the same period a year ago in connection with the terminated Votaw acquisition.
Previous report
Consolidated – For the three months ended December 31, 2024, we recorded an operating loss of $696 compared with the operating loss of $996 for the three months ended December 31, 2023. The change was primarily due to lower corporate expenses because of the absence of due diligence work for acquisitions, which more than offset an operating loss at Stadco. Corporate expenses were higher in the same period a year ago for due diligence work in connection with the terminated Votaw acquisition.
Previous report
*Ranor –*Operating income increased by $34 or 3% due to a favorable period of operating execution and throughput.
Previous report
*Stadco –*Operating loss increased by $340 or 66% as certain production issues continue to impact throughput.
Previous report
Corporate and unallocated – Expenses decreased by $606 or 40%, primarily on the absence of due diligence work for acquisitions. We recorded $700 in the same period of the prior year in connection with due diligence for the terminated Votaw acquisition.
Previous report
Interest expense increased by $26 when compared with the three months ended December 31, 2023, due primarily to an increase in borrowings under the revolver loan.
Previous report
Amortization of debt issue costs for the three months ended December 31, 2024 increase by $11 when compared to three months ended December 31, 2023, on higher debt issue costs incurred for extending the revolver loan maturity dates.
Previous report
Income Tax expense (benefit)
Previous report
Nine Months Ended December 31, 2024 and 2023
Showing the first 40 of 68 passages. Open the source sections for the rest.
Reworded paragraphs (30)
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 US defense-centric company with almost all 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 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.
Previous wording
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
Current wording
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.
Previous 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.
Current 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.
Previous wording
Our significant accounting policies are set forth in detail in Note 2 to the consolidated financial statements included in the 2024 Annual Report on Form 10-K. There were no significant changes to our critical accounting policies during the three months ended December 31, 2024.
Current wording
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.
Previous wording
We evaluate the performance of our segments based upon, among other things, segment revenue, operating profit, and certain key performance indicators. Segment operating profit excludes general corporate costs, which include executive and director compensation, stock-based compensation, certain retirement benefit costs, and other corporate facilities and administrative expenses not allocated to the segments.
Current wording
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.
Previous wording
Percentages in the following tables and throughout this “Results of Operations” section may reflect rounding adjustments. All dollars are in thousands except per share data.
Current wording
Percentages in the following tables and throughout this “Results of Operations” section may reflect rounding adjustments.
Previous wording
The backlog at Ranor remains strong as new orders continue to flow to us from our existing customer base of prime defense contractors. The backlog at Ranor on December 31, 2024 and 2023 was $20,344 and $18,497, respectively.
Current wording
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.
Previous wording
The backlog remains strong as new orders for components related to a variety of programs, including the U.S. Marine Corps heavy lift helicopter programs, continue to flow to us from our existing customer base of prime defense contractors. Stadco’s backlog was $25,178 and $32,424 as of December 31, 2024 and 2023, respectively.
Current wording
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.
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 December 31, 2024, was $6,631, or 2% higher when compared to the three months ended December 31, 2023. The increase in cost of revenue was primarily the result of higher production costs and under - absorbed overhead at Stadco. As a result, gross profit decreased by $170 when compared to the same period a year ago. Consolidated gross margin for the three months ended December 31, 2024 was 13% compared to 15% 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 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.
Previous wording
Stadco – SG&A expense increased by $62 or 7%, due primarily to an increase for outside advisory and office costs.
Current wording
Stadco – SG&A expense increased by $64 primarily for compensation, benefits, payroll taxes and office costs.
Previous wording
Consolidated – For the nine months ended December 31, 2024, we reported an operating loss of $2,525, or 16% higher when compared with the operating loss for the nine months ended December 31, 2023. The change was primarily due to operating losses at Stadco which more than offset income at Ranor, and lower corporate expenses.
Current wording
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.
Previous wording
Amortization of debt issue costs for the nine months ended December 31, 2024, was higher when compared to three months ended December 31, 2023 due to an increase in issue costs for extending the revolver loan maturity dates.
Current wording
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.
Previous wording
Other income, net for the three months ended December 31, 2024 includes a payment for non - operating filming activities.
Current wording
Other income, net, in the table above, for the three months ended June 30, 2024, includes a vendor rebate for approximately $11,000.
Previous wording
For the three months ended December 31, 2024, there has been no change in our judgment about the realizability of deferred tax assets in future years, and, therefore, no expense or benefit provided for income taxes. For the three months ended December 31, 2023, the Company recorded a tax benefit of $241.
Current wording
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.
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. 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 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.
Previous wording
As a result of the foregoing, for the three months ended December 31, 2024, we recorded a net loss of $799, or $0.08 per share basic and fully diluted, compared with a net loss of $865, or $0.10 per share basic and fully diluted for the three months ended December 31, 2023.
Current wording
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.
Previous wording
Our liquidity is highly dependent on the availability of financing facilities and our ability to generate positive operating cash flow.
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 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.
Previous wording
There was $2,930 and $2,800 outstanding under the Revolver Loan on December 31, 2024 and March 31, 2024, respectively. The Company pays interest at an adjusted SOFR - based rate. Interest - only payments on advances made under the Revolver Loan will continue to be payable monthly in arrears. Interest paid and accrued on advances made under the Revolver Loan during the nine months ended December 31, 2024, and 2023 totaled $146 and $117, respectively. The weighted average interest rate on December 31, 2024 and March 31, 2024 was 7.65% and 7.60%, respectively. The weighted average amount outstanding during the period ending December 31, 2024 was $2,534. Unused borrowing capacity as of December 31, 2024 and March 31, 2024 was approximately $165 and $539, respectively.
Current wording
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:
Previous wording
The next table summarizes changes in cash by primary component in the cash flows statements for the nine months ended:
Current wording
The next table summarizes changes in cash by primary component in the cash flows statements for the fiscal years ended:
Previous wording
Cash used in operating activities for the nine months ended December 31, 2024, was $995. Our net loss adjusted by our non - cash adjustments used $54 of cash during the nine months ended December 31, 2024, as compared to cash used of $360 to the same period a year ago. Working capital changes to our balance sheet used $941 of cash during the nine months ended December 31, 2024, as compared to $1,539 of cash provided in the same period a year ago.
Current wording
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.
Previous wording
For the nine months ended December 31, 2024, we invested $2,796 in new factory machinery and equipment and were reimbursed for $2,566 of certain purchases under a supplier development fund.
Current wording
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.
Previous wording
We drew down $10,526 of proceeds under our Revolver Loan during the nine months ended December 31, 2024, and repaid $10,381 during the same period. We also used $488 of cash to pay down debt principal and make periodic lease payments.
Current wording
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.
Previous wording
For the nine months ended December 31, 2023 we drew down $10,160 of proceeds under the Revolver Loan and repaid $8,260 during the same period. We also used approximately $463 of cash to pay down debt principal and make periodic lease payments.
Current wording
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.
Previous wording
All of the above activity resulted in a net increase in cash of $27 for the nine months ended December 31, 2024 compared with a net decrease in cash of $143 for the nine months ended December 31, 2023.
Current wording
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.
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 (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. Payments for the original Ranor Term Loan began on January 20, 2017, and until the facility was amended in December 2022, the Company paid monthly installments of $19 each, inclusive of interest at a fixed rate of 5.21% per annum.
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, 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.
Previous wording
The proceeds of the Stadco Term Loan were used to support the acquisition of Stadco and refinance existing indebtedness of Stadco. Interest on the Stadco Term Loan is due on unpaid balances beginning on August 25, 2021, at a fixed rate per annum equal to the 7-year Federal Home Loan Bank of Boston Classic Advance Rate plus 2.25%. Since September 25, 2021, and on the 25th day of each month thereafter, Stadco has made and will continue to make monthly payments of principal and interest in the amount of $54 each, with all outstanding principal and accrued interest due and payable on August 25, 2028.
Current wording
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%.
Previous wording
As a result of Borrowers’ failure to satisfy the required minimum Debt Service Coverage Ratio for the twelve (12) month periods ending March 31, 2024 and December 31, 2024, as set forth in the Loan Agreement, or the “Existing Default”, the borrowers acknowledge that a certain Event of Default has occurred and is continuing under the Loan Agreement. The borrowers further acknowledge that the sixth amendment to the Agreement constitutes written notice pursuant to the Loan Documents of such Existing Default. Regardless of entering into this Agreement or any discussions between Borrowers and Lender, the Lender expressly reserves any and all rights and remedies available to it under the Loan Documents, the Collateral Documents, and under applicable law, including, without limitation, its right to choose to accelerate and demand the outstanding indebtedness evidenced by the Loan Documents and seek immediate repayment in full, and institute the default rate of interest as of the date of the occurrence of the default or at any time thereafter, as a result of any default or event of default, including, without limitation, the Existing Default, that have arisen or may arise. No such discussions or the entering into of this Agreement shall imply any course of conduct or any agreement on the part of Lender to waive any of its rights and remedies or to forbear from taking any action authorized by the Loan Documents, the Collateral Documents, or by applicable law while discussions continue.
Current wording
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.
Previous wording
There was $7,327 and $7,648 outstanding under the Loan Agreement on December 31, 2024 and March 31, 2024, respectively. Without a waiver, the lender has the right, but not the obligation, to demand repayment from the Company for noncompliance with the debt covenants. In addition, the bank retains the right to act on covenant violations that occur after the date of delivery of any waiver. The lender has not granted us a waiver. As such, we need to seek alternative financing to pay these obligations as the Company does not have existing facilities or sufficient cash on hand to satisfy these obligations. It is also probable that the Company will not be in compliance with the same debt covenants at subsequent measurement dates within the next twelve months. As a result of the above, all of our long-term debt has been classified as current in our condensed consolidated balance sheet.
Current wording
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.
Previous wording
The following contractual obligations associated with our normal business activities are expected to result in cash payments in future periods, and include the following material items as of December 31, 2024:
Current wording
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:
Previous wording
We define EBITDA as net loss plus interest, income taxes, depreciation, and amortization. Net loss was $799 and $865 for the three months ended December 31, 2024 and 2023, and $2,860 and $1,921 for the nine months ended December 31, 2024 and 2023. EBITDA, a non - GAAP financial measure, was negative for the nine months ended December 31, 2024 and 2023. The following table provides a reconciliation of EBITDA to net income (loss), the most directly comparable U.S. GAAP measure reported in our condensed consolidated financial statements for the three and nine months ended:
Current wording
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:
Rearranged previous paragraphs (10)
Previous report — wording carried elsewhere
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.
Previous report — wording carried elsewhere
The following table presents revenue, cost of revenue and gross profit, consolidated and by reportable segment:
Previous report — wording carried elsewhere
Selling, General and Administrative (SG&A) Expenses
Previous report — wording carried elsewhere
The following table presents other income (expense) for the nine months ended:
Previous report — wording carried elsewhere
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. We believe that it is more likely than not that the benefit from certain state NOL carryforwards and other deferred tax assets will not be realized. The assessment was based on the weight of negative evidence at the balance sheet date, our recent operating losses and unsettled circumstances that, if unfavorably resolved, would adversely affect future operations and profit levels. In recognition of this risk, we continue to provide a valuation allowance on these items.
Previous report — wording carried elsewhere
For the nine months ended December 31, 2024, there has been no change in our judgment about the realizability of deferred tax assets in future years, and, therefore, no expense or benefit provided for income taxes. For the nine months ended December 30, 2023, the Company recorded a tax benefit $563.
Previous report — wording carried elsewhere
As a result of the foregoing, for the nine months ended December 31, 2024, we recorded a net loss of $2,860, or $0.30 per share basic and fully diluted, compared with a net loss of $1,921, or $0.22 per share basic and fully diluted for the nine months ended December 31, 2023.
Previous report — wording carried elsewhere
As of December 31, 2024, we had approximately $330 in total available liquidity, consisting primarily of approximately $165 in undrawn capacity under our Revolver Loan and $165 of available cash. As of March 31, 2024, we had $677 in total available liquidity, consisting of $138 in cash and cash equivalents, and approximately $539 in undrawn capacity under our Revolver Loan.
Previous report — wording carried elsewhere
At December 31, 2024 and March 31, 2024 our working capital was negative in part because of the reclassification of our long - term debt from noncurrent to current in the condensed consolidated balance sheet. The table below presents selected liquidity and capital measures as of:
Previous report — wording carried elsewhere
For the nine months ended December 31, 2023, we invested $2,782 in new factory machinery and equipment.