Techprecision Corp 8-K, filed Nov 17, 2022
Techprecision Corp (TPCS)
About this 8-K
Techprecision Corp filed this 8-K on November 17, 2022.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
On November 17, 2022, TechPrecision Corporation issued a press release announcing its financial results for the second quarter of fiscal 2023 ended September 30, 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
|
Exhibit Number |
Description |
| 99.1 | Press Release dated November 17, 2022 |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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 hereunto duly authorized.
| TECHPRECISION CORPORATION | ||
| Date: November 17, 2022 | By: | /s/ Thomas Sammons |
| Name: | Thomas Sammons | |
| Title: | Chief Financial Officer | |
Exhibit 99.1
| Company Contact: | Investor Relations Contact: |
| Mr. Thomas Sammons | Hayden IR |
| Chief Financial Officer | Brett Maas |
| TechPrecision Corporation | Phone: 646-536-7331 |
| Phone: 978-883-5109 | Email: brett@haydenir.com |
| Email: sammonst@ranor.com | Website: www.haydenir.com |
| Website: www.techprecision.com |
FOR IMMEDIATE RELEASE
TechPrecision Corporation Reports Second Quarter Fiscal 2023 Financial Results
Net Sales increase 78% year-over-year to $8.5 million
Westminster, MA – November 17, 2022 – TechPrecision Corporation (OTCQB: TPCS) (“TechPrecision” or “the Company”), an industry-leading manufacturer of precision, large-scale fabricated and machined metal components and tested systems with customers in the defense and precision industrial sectors, today reported financial results for the second quarter of fiscal year 2023 ended September 30, 2022.
“Second quarter consolidated net sales were $8.5 million or 78% higher when compared to $4.8 million in same quarter a year ago,” stated Alexander Shen, TechPrecision’s Chief Executive Officer. “Our Ranor segment reported a strong second quarter with net sales of $4.9 million and gross profit of $2.0 million. Our second quarter net sales also included $3.6 million from our Stadco subsidiary, which was acquired on August 25, 2021.”
“We continue to rebuild Stadco manufacturing and throughput,” Mr. Shen continued. “We recorded an operating loss at our Stadco segment for the second quarter of fiscal 2023. We will continue to focus on shepherding cash, rebuilding customer and supplier relationships, establishing operational discipline, improving gross margins, and growing the backlog. Total backlog remained strong at $49.4 million on September 30, 2022, an increase of $23.0 million since September 30, 2021, the end of the initial quarter that included Stadco. We expect to deliver that backlog over the course of the next one to three fiscal years with improved gross margins in future quarters.”
Furthermore, Mr. Shen noted, “The Company is working on an application to have its common stock listed on the Nasdaq Stock Market. As the stock exchange processes our application, the Board will determine whether we need to utilize the authority granted to us by the stockholders to effect a reverse split of our stock and the timing thereof.”
The following summary compares second quarter fiscal 2023 and the six months ended September 30, 2022, to the same prior-year periods:
Fiscal 2023 Second Quarter Consolidated Financial Results
| · | Net sales were $8.5 million, an increase of $3.7 million, due to $2.3 million of added revenue from Stadco and $1.4 million of higher revenue at Ranor. |
| · | Cost of sales were $6.8 million, or $2.9 million higher, due primarily to additional cost of sales at Stadco. |
| · | Gross profit was $1.7 million, or $0.8 million higher when compared to the same quarter last year. Gross margin percentage was slightly higher because of a favorable production mix and strong throughput at Ranor. |
| · | SG&A was $1.8 million, an increase of $0.7 million, primarily due to the added Stadco SG&A, and increased spending for outside advisory services and travel related to the integration of Stadco’s business. |
| · | Operating loss was $0.1 million, compared to operating loss of $0.2 million in the same quarter a year ago. |
Fiscal 2023 Six Months Ended September 30, 2022, Consolidated Financial Results
| · | Net sales were $15.6 million, an increase of $7.4 million, due to $4.7 million of added revenue from Stadco and $2.7 million of higher revenue at Ranor. |
| · | Cost of sales were $13.0 million, or $6.6 million higher, due primarily to additional cost of sales at Stadco. |
| · | Gross profit was $2.6 million, or $0.8 million higher when compared to the same period last year. Gross margin percentage was lower because of certain unprofitable projects and weak throughput at Stadco. |
| · | SG&A was $3.2 million, an increase of $1.3 million, primarily due to the added Stadco SG&A, and increased spending for outside advisory services and travel related to the integration of Stadco’s business. |
| · | Operating loss was $0.6 million, compared to operating loss of $0.1 million in the same period a year ago. |
Financial Position
On September 30, 2022, TechPrecision had $0.2 million in cash and cash equivalents, a decrease since March 31, 2022. Working capital was $3.3 million at March 31, 2022 compared to $2.8 million at March 31, 2022. Total debt at September 30, 2022 and March 31, 2022 was $6.0 million and $7.4 million, respectively. In December 2022, the Ranor term loan will mature, and the revolver loan will be up for renewal. The Company intends to renew the revolver loan and refinance the Ranor term loan, however, there can be no assurance that we will be successful in completing the renewal and refinance in a timely manner, or at all.
About TechPrecision Corporation
TechPrecision Corporation, through its wholly owned subsidiaries, Ranor, Inc. and Stadco, manufactures large-scale, metal fabricated and machined precision components and equipment. These products are used in a variety of markets including: defense, aerospace, nuclear, industrial, and medical. TechPrecision's goal is to be an end-to-end service provider to its customers by furnishing customized solutions for completed products requiring custom fabrication and machining, assembly, inspection and testing. To learn more about the Company, please visit the corporate website at http://www.techprecision.com. Information on the Company's website or any other website does not constitute a part of this press release.
Safe Harbor Statement
This release contains certain “forward-looking statements” relating to the business of the Company and its subsidiary companies. All statements other than statements of current or historical fact contained in this press release, 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,” “prospects,” “will,” “should,” “would” and similar expressions, as they relate to us, are intended to identify forward-looking statements. These 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. 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 change the composition of our revenues and effectively control operating expenses; external factors that may be outside our control, including the Russia-Ukraine conflict, price inflation, interest rates and supply chain inefficiencies; the impacts of the COVID-19 pandemic and government-imposed lockdowns in response thereto; the availability of appropriate financing facilities impacting our operations, financial condition and/or liquidity; our ability to receive contract awards through competitive bidding processes; our ability to maintain standards to enable us to manufacture products to exacting specifications; our ability to enter new markets for our services; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in the markets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions in our ability to operate our business due to our outstanding indebtedness; government regulations and requirements; pricing and business development difficulties; changes in government spending on national defense; our ability to make acquisitions and successfully integrate those acquisitions with our business; general industry and market conditions and growth rates; unexpected costs, charges or expenses resulting from the recently completed acquisition of Stadco; and other risks discussed in the Company’s periodic reports that are filed with the Securities and Exchange Commission and available on its website (www.sec.gov). The results presented in this release are preliminary and subject to revision until the Company files its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2022. 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 press release, except as required by applicable law. Investors should evaluate any statements made by us in light of these important factors.
-- Tables Follow --
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
| September 30, 2022 | March 31, 2022 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 235,384 | $ | 1,052,139 | ||||
| Accounts receivable | 2,040,420 | 3,009,249 | ||||||
| Contract assets | 9,220,084 | 8,350,231 | ||||||
| Raw materials | 1,173,280 | 874,538 | ||||||
| Work-in-process | 1,343,324 | 1,360,137 | ||||||
| Other current assets | 1,009,689 | 1,421,459 | ||||||
| Total current assets | 15,022,181 | 16,067,753 | ||||||
| Property, plant and equipment, net | 12,864,843 | 13,153,165 | ||||||
| Right of use asset, net | 6,054,676 | 6,383,615 | ||||||
| Deferred income taxes | 2,164,975 | 2,126,770 | ||||||
| Other noncurrent assets, net | 695,399 | 121,256 | ||||||
| Total assets | $ | 36,802,074 | $ | 37,852,559 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY: | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 3,699,475 | $ | 3,426,921 | ||||
| Accrued expenses | 2,476,655 | 3,435,866 | ||||||
| Contract liabilities | 1,806,405 | 1,765,319 | ||||||
| Current portion of long-term lease liability | 672,900 | 593,808 | ||||||
| Current portion of long-term debt | 3,030,238 | 4,093,079 | ||||||
| Total current liabilities | 11,685,673 | 13,314,993 | ||||||
| Long-term debt, net | 2,863,808 | 3,114,936 | ||||||
| Long-term lease liability | 5,501,816 | 5,853,791 | ||||||
| Other noncurrent liability | 1,298,274 | 305,071 | ||||||
| Total liabilities | 21,349,571 | 22,588,791 | ||||||
| Stockholders’ Equity: | ||||||||
| Common stock - par value $.0001 per share, 90,000,000 shares authorized, shares issued and outstanding: September 30, 2022 – 34,443,959; March 31, 2022 - 34,307,450 | 3,444 | 3,430 | ||||||
| Additional paid in capital | 14,936,713 | 14,637,771 | ||||||
| Retained earnings | 512,346 | 622,567 | ||||||
| Total stockholders’ equity | 15,452,503 | 15,263,768 | ||||||
| Total liabilities and stockholders’ equity | $ | 36,802,074 | $ | 37,852,559 | ||||
TECHPRECISION CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(unaudited)
| Three Months Ended September 30, | Six Months Ended September 30, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net sales | $ | 8,522,647 | $ | 4,797,410 | $ | 15,599,004 | $ | 8,209,639 | ||||||||
| Cost of sales | 6,782,975 | 3,866,703 | 13,042,114 | 6,446,264 | ||||||||||||
| Gross profit | 1,739,672 | 930,707 | 2,556,890 | 1,763,375 | ||||||||||||
| Selling, general and administrative | 1,827,095 | 1,173,689 | 3,202,322 | 1,906,297 | ||||||||||||
| Loss from operations | (87,423 | ) | (242,982 | ) | (645,432 | ) | (142,922 | ) | ||||||||
| Other income | 73,561 | 1,001 | 40,336 | 11,391 | ||||||||||||
| Interest expense | (83,730 | ) | (56,894 | ) | (167,375 | ) | (86,772 | ) | ||||||||
| PPP loan forgiveness | -- | -- | -- | 1,317,100 | ||||||||||||
| Refundable Employee retention tax credits | 624,045 | -- | 624,045 | -- | ||||||||||||
| Total other income (expense) | 613,876 | (55,893 | ) | 497,006 | 1,241,719 | |||||||||||
| Income (loss) before income taxes | 526,453 | (298,875 | ) | (148,426 | ) | 1,098,797 | ||||||||||
| Income tax expense (benefit) | 135,509 | (78,462 | ) | (38,205 | ) | (51,882 | ) | |||||||||
| Net income (loss) | $ | 390,944 | $ | (220,413 | ) | $ | (110,221 | ) | $ | 1,150,679 | ||||||
| Other comprehensive loss: | ||||||||||||||||
| Foreign currency translation adjustments | $ | -- | $ | (1,141 | ) | $ | -- | $ | (1,099 | ) | ||||||
| Other comprehensive loss | $ | -- | $ | (1,141 | ) | $ | -- | $ | (1,099 | ) | ||||||
| Comprehensive income (loss) | $ | 390,944 | $ | (221,554 | ) | $ | (110,221 | ) | $ | 1,149,580 | ||||||
| Net income (loss) per share basic | $ | 0.01 | $ | (0.01 | ) | $ | (0.00 | ) | $ | 0.04 | ||||||
| Net income (loss) per share diluted | $ | 0.01 | $ | (0.01 | ) | $ | (0.00 | ) | $ | 0.04 | ||||||
| Weighted average shares outstanding - basic | 34,338,040 | 31,359,941 | 34,322,828 | 30,424,216 | ||||||||||||
| Weighted average shares outstanding - diluted | 35,992,780 | 31,359,941 | 34,322,828 | 32,026,262 | ||||||||||||
TECHPRECISION CORPORATION
NET SALES, COST OF SALES, GROSS PROFIT BY SEGMENT
(unaudited)
| Three months ended September 30, 2022 |
Three months ended September 30, 2021 |
Changes | ||||||||||||||||||||||
| (dollars in thousands) | Amount | Percent of Net sales |
Amount | Percent of Net sales |
Amount | Percent of Net sales |
||||||||||||||||||
| Ranor | $ | 4,934 | 58 | % | $ | 3,538 | 74 | % | $ | 1,396 | 39 | % | ||||||||||||
| Stadco | 3,589 | 42 | % | 1,259 | 26 | % | 2,330 | 185 | % | |||||||||||||||
| Net sales | $ | 8,523 | 100 | % | $ | 4,797 | 100 | % | $ | 3,726 | 78 | % | ||||||||||||
| Ranor | $ | 2,907 | 34 | % | $ | 2,806 | 59 | % | $ | 101 | 4 | % | ||||||||||||
| Stadco | 3,876 | 46 | % | 1,060 | 22 | % | 2,816 | 266 | % | |||||||||||||||
| Cost of sales | $ | 6,783 | 80 | % | $ | 3,866 | 81 | % | $ | 2,917 | 75 | % | ||||||||||||
| Ranor | $ | 2,027 | 23 | % | $ | 733 | 17 | % | $ | 1,294 | 177 | % | ||||||||||||
| Stadco | (287 | ) | (3 | )% | 198 | 2 | % | (485 | ) | (245 | )% | |||||||||||||
| Gross profit | $ | 1,740 | 20 | % | $ | 931 | 19 | % | $ | 809 | 87 | % | ||||||||||||
| Six Months ended September 30, 2022 |
Six Months ended September 30, 2021 |
Changes | ||||||||||||||||||||||
| (dollars in thousands) | Amount | Percent of Net sales |
Amount | Percent of Net sales |
Amount | Percent of Net sales |
||||||||||||||||||
| Ranor | $ | 9,660 | 62 | % | $ | 6,951 | 85 | % | $ | 2,709 | 39 | % | ||||||||||||
| Stadco | 5,939 | 38 | % | 1,258 | 15 | % | 4,681 | 372 | % | |||||||||||||||
| Net sales | $ | 15,599 | 100 | % | $ | 8,209 | 100 | % | $ | 7,390 | 90 | % | ||||||||||||
| Ranor | $ | 5,793 | 37 | % | $ | 5,386 | 66 | % | $ | 407 | 8 | % | ||||||||||||
| Stadco | 7,249 | 47 | % | 1,060 | 13 | % | 6,189 | 584 | % | |||||||||||||||
| Cost of sales | $ | 13,042 | 84 | % | $ | 6,446 | 79 | % | $ | 6,596 | 102 | % | ||||||||||||
| Ranor | $ | 3,867 | 25 | % | $ | 1,565 | 19 | % | $ | 2,302 | 147 | % | ||||||||||||
| Stadco | (1,310 | ) | (8 | )% | 198 | 2 | % | (1,508 | ) | (761 | )% | |||||||||||||
| Gross profit | $ | 2,557 | 16 | % | $ | 1,763 | 21 | % | $ | 794 | 45 | % | ||||||||||||
TECHPRECISION CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
| Six Months Ended September 30, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net (loss) income | $ | (110,221 | ) | $ | 1,150,679 | |||
| Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 1,116,602 | 515,804 | ||||||
| Amortization of debt issue costs | 26,747 | 18,096 | ||||||
| Stock based compensation expense | 298,957 | 62,066 | ||||||
| Change in contract loss provision | (26,628 | ) | (100,497 | ) | ||||
| Deferred income taxes | (38,205 | ) | (51,882 | ) | ||||
| PPP loan forgiveness | -- | (1,317,100 | ) | |||||
| Change in fair value for contingent consideration | 63,436 | -- | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 968,829 | (794,235 | ) | |||||
| Contract assets | (869,853 | ) | 56,153 | |||||
| Work-in-process and raw materials | (281,929 | ) | 505,814 | |||||
| Other current assets | 411,770 | 141,765 | ||||||
| Accounts payable | 272,554 | (403,159 | ) | |||||
| Accrued expenses | (1,243,082 | ) | (1,588,991 | ) | ||||
| Contract liabilities | 41,086 | 739,043 | ||||||
| Other noncurrent liabilities | 993,203 | -- | ||||||
| Net cash provided by (used in) operating activities | 1,623,266 | (1,066,444 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Business acquisition, net of cash acquired | -- | (7,795,810 | ) | |||||
| Fixed asset deposit | (574,143 | ) | -- | |||||
| Purchases of property, plant and equipment | (499,341 | ) | (362,986 | ) | ||||
| Net cash used in investing activities | (1,073,484 | ) | (8,158,796 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from term loan | -- | 4,000,000 | ||||||
| Closing costs related to common stock sale | -- | (335,419 | ) | |||||
| Proceeds from sale of common stock | -- | 3,523,000 | ||||||
| Debt issue costs | (18,862 | ) | (109,532 | ) | ||||
| Revolver loan payments and borrowings, net | (1,012,002 | ) | 865,049 | |||||
| Payments of principal for leases | (25,820 | ) | (475,440 | ) | ||||
| Repayments of long-term debt | (309,853 | ) | (91,781 | ) | ||||
| Net cash (used in) provided by financing activities | (1,366,537 | ) | 7,375,877 | |||||
| Effect of exchange rate on cash and cash equivalents | -- | (33 | ) | |||||
| Net decrease in cash and cash equivalents | (816,755 | ) | (1,849,396 | ) | ||||
| Cash and cash equivalents, beginning of period | 1,052,139 | 2,130,711 | ||||||
| Cash and cash equivalents, end of period | $ | 235,384 | $ | 281,315 | ||||
TECHPRECISION CORPORATION
SUPPLEMENTAL INFORMATION
Reconciliation of EBITDA to Net Income (Loss)
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 following periods:
| Three Months ended September 30, | Six Months ended September 30, | |||||||||||||||||||||||
| (dollars in thousands) | 2022 | 2021 | Change | 2022 | 2021 | Change | ||||||||||||||||||
| Net income (loss) | $ | 391 | $ | (220 | ) | $ | 611 | $ | (110 | ) | $ | 1,151 | $ | (1,261 | ) | |||||||||
| Income tax expense (benefit) | 136 | (79 | ) | 215 | (38 | ) | (52 | ) | 14 | |||||||||||||||
| Interest expense (1) | 84 | 57 | 27 | 167 | 87 | 80 | ||||||||||||||||||
| Depreciation and amortization | 532 | 333 | 199 | 1,117 | 516 | 601 | ||||||||||||||||||
| EBITDA | $ | 1,143 | $ | 91 | $ | 1,052 | $ | 1,136 | $ | 1,702 | $ | (566 | ) | |||||||||||
| (1) | Includes amortization of debt issue costs. |
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