Delaware
|
|
000-51378
|
|
51-0539828
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.02
|
Results of Operations and Financial Condition.
|
Item 7.01
|
Regulation FD Disclosure.
|
Item 9.01
|
Financial Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
|
|
|
|
|
|
99.1
|
|
|
|
|
Date: November 16, 2015
|
By:
|
/s/ Thomas Sammons
|
|
Name:
|
Thomas Sammons
|
|
Title:
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
Exhibit
Number
|
Exhibit
|
|
|
99.1
|
|
|
|
Company Contact:
|
Investor Relations Contact:
|
Mr. Thomas Sammons
|
Hayden IR
|
Chief Financial Officer
|
Brett Maas
|
TechPrecision Corporation
|
Phone:1-646-536-7331
|
Tel: 1-484-693-1700
|
Email: brett@haydenir.com
|
Email: sammonst@ranor.com
|
Website: www.haydenir.com
|
Website: www.techprecision.com
|
· | Net sales were $4.1 million compared to $4.6 million in the year-ago quarter and compared sequentially to the $4.4 million reported in Q1 of fiscal 2016. |
· | Cost of sales decreased 27% or $1.0 million to $2.7 million compared to $3.7 million in the year-ago quarter. |
· | Gross profit was $1.4 million compared to a gross profit of $0.9 million in the same quarter last year. Gross margins improved in the second quarter of fiscal 2016 due to better production mix, lower materials and labor costs, and the absence of contract losses. Gross profit in the second quarter of fiscal 2016 improved by $0.1 million sequentially from Q1 of fiscal 2016. |
· | Selling, general and administrative expenses decreased by approximately 25%, or $0.3 million, to $0.9 million in the second quarter of fiscal 2016 from $1.2 million in the same quarter last year. |
· | Net income was $0.3 million for the second quarter of fiscal 2016 compared with a net loss of $0.6 million in the prior year second quarter and sequentially with net income $0.2 million in the first quarter of fiscal 2016. |
· | Net sales decreased 21% or $2.3 million to $8.5 million from $10.8 million in the year-ago six-month period. Fiscal 2015 revenues were higher because of higher shipments for production furnace components and certain prototypes. The Company shipped $1.8 million of production furnace components for the six months ended September 30, 2014 as required under a purchase agreement with GTAT. |
· | Cost of sales decreased 40% or $3.9 million to $5.8 million compared to $9.7 million in the year-ago six-month period. In the prior year, higher labor costs, under absorbed overhead and contract losses were the primary factors for the higher cost of sales. |
· | Gross profit in the first six months of fiscal 2016 was $2.7 million as compared to a gross profit of $1.1 million in the first six months of fiscal 2015. Fiscal 2016 gross margins were aided by a better production mix compared to higher labor costs, under absorbed overhead and contract losses which dampened margins in fiscal 2015. |
· | The Company continues to pursue efforts to recover significant portions of the contract losses recorded within the fourth quarter of fiscal 2014 and the first quarter of fiscal 2015. |
· | Selling, general and administrative expenses decreased by approximately 32%, or $0.8 million, to $1.7 million in the first six months of fiscal 2016 from $2.5 million in the same six month period last year. |
· | Net income was $0.5 million for the first six months of fiscal 2016 compared to a net loss of $1.9 million in the first six months of fiscal 2015. |
|
Three Months Ended
September 30,
|
Six Months Ended
September 30,
|
||||||||||||||
|
2015
|
2014
|
2015
|
2014
|
||||||||||||
Net sales
|
$
|
4,103,887
|
$
|
4,570,711
|
$
|
8,478,862
|
$
|
10,801,052
|
||||||||
Cost of sales
|
2,696,333
|
3,702,996
|
5,788,449
|
9,715,097
|
||||||||||||
Gross profit
|
1,407,554
|
867,715
|
2,690,413
|
1,085,955
|
||||||||||||
Selling, general and administrative
|
910,038
|
1,210,136
|
1,714,245
|
2,538,909
|
||||||||||||
Income (loss) from operations
|
497,516
|
(342,421
|
)
|
976,168
|
(1,452,954
|
)
|
||||||||||
Other income (expense)
|
1,255
|
(1,211
|
)
|
1,066
|
(1,158
|
)
|
||||||||||
Interest expense (includes OCI reclassifications for cash flow hedges of ($219,359) and ($248,464) in 2014)
|
(244,179
|
)
|
(458,005
|
)
|
(516,301
|
)
|
(618,594
|
)
|
||||||||
Interest income
|
14
|
75
|
24
|
75
|
||||||||||||
Total other expense, net
|
(242,910
|
)
|
(459,141
|
)
|
(515,211
|
)
|
(619,677
|
)
|
||||||||
Income (loss) before income taxes
|
254,606
|
(801,562
|
)
|
460,957
|
(2,072,631
|
)
|
||||||||||
Income tax benefit (related to OCI reclassification)
|
--
|
(152,792
|
)
|
--
|
(152,792
|
)
|
||||||||||
Net income (loss)
|
$
|
254,606
|
$
|
(648,770
|
)
|
$
|
460,957
|
$
|
(1,919,839
|
)
|
||||||
Other comprehensive income, before tax:
|
||||||||||||||||
Change in unrealized loss on cash flow hedges
|
--
|
--
|
--
|
(16,680
|
)
|
|||||||||||
Reclassification adjustment for cash flow hedges
|
--
|
219,359
|
--
|
248,464
|
||||||||||||
Foreign currency translation adjustments
|
1,413
|
17
|
1,352
|
47
|
||||||||||||
Other comprehensive income, before tax
|
1,413
|
219,376
|
1,352
|
231,831
|
||||||||||||
Tax expense from reclassification adjustment
|
--
|
152,792
|
--
|
152,792
|
||||||||||||
Other comprehensive income, net of tax
|
1,413
|
66,584
|
1,352
|
79,039
|
||||||||||||
Comprehensive income (loss)
|
$
|
256,019
|
$
|
(582,186
|
)
|
$
|
462,309
|
$
|
(1,840,800
|
)
|
||||||
Net income (loss) per share (basic)
|
$
|
0.01
|
$
|
(0.03
|
)
|
$
|
0.02
|
$
|
(0.08
|
)
|
||||||
Net income (loss) per share (diluted)
|
$
|
0.01
|
$
|
(0.03
|
)
|
$
|
0.02
|
$
|
(0.08
|
)
|
||||||
Weighted average number of shares outstanding (basic)
|
26,113,433
|
24,669,958
|
25,460,435
|
24,336,018
|
||||||||||||
Weighted average number of shares outstanding (diluted)
|
26,257,402
|
24,669,958
|
25,503,542
|
24,336,018
|
|
September 30,
2015
|
March 31,
2015
|
||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
1,644,613
|
$
|
1,336,325
|
||||
Accounts receivable, less allowance for doubtful accounts of $25,010 at September 30, 2015 and March 31, 2015
|
818,448
|
826,363
|
||||||
Costs incurred on uncompleted contracts, in excess of progress billings
|
1,474,037
|
2,008,244
|
||||||
Inventories- raw materials
|
150,633
|
134,812
|
||||||
Current deferred taxes
|
826,697
|
826,697
|
||||||
Other current assets
|
420,266
|
538,253
|
||||||
Total current assets
|
5,334,694
|
5,670,694
|
||||||
Property, plant and equipment, net
|
5,232,921
|
5,610,041
|
||||||
Other noncurrent assets, net
|
16,210
|
45,490
|
||||||
Total assets
|
$
|
10,583,825
|
$
|
11,326,225
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
806,800
|
$
|
1,526,123
|
||||
Trade notes payable
|
11,173
|
138,237
|
||||||
Accrued expenses
|
1,755,386
|
1,665,658
|
||||||
Advanced claims payment
|
507,835
|
--
|
||||||
Deferred revenues
|
683,838
|
1,211,506
|
||||||
Short-term debt
|
2,250,000
|
2,250,000
|
||||||
Current portion of long-term debt
|
933,998
|
933,651
|
||||||
Total current liabilities
|
6,949,030
|
7,725,175
|
||||||
Long-term debt, including capital lease
|
2,018,771
|
2,485,858
|
||||||
Noncurrent deferred taxes
|
826,697
|
826,697
|
||||||
Commitments and contingent liabilities
|
||||||||
Stockholders' Equity:
|
||||||||
Preferred stock - par value $.0001 per share, 10,000,000 shares authorized, of which 9,890,980 are designated as Series A Preferred Stock, with -0- and 1,927,508 shares issued and outstanding at September 30, 2015 and March 31, 2015, respectively (liquidation preference: $0 - September 30, 2015; $549,340 - March 31, 2015)
|
--
|
524,210
|
||||||
Common stock - par value $.0001 per share, 90,000,000 shares authorized, 27,324,593 and 24,669,958 shares issued and outstanding at September 30, 2015 and at March 31, 2015, respectively
|
2,719
|
2,467
|
||||||
Additional paid in capital
|
7,052,774
|
6,487,589
|
||||||
Accumulated other comprehensive income
|
22,209
|
23,561
|
||||||
Accumulated deficit
|
(6,288,375
|
)
|
(6,749,332
|
)
|
||||
Total stockholders' equity
|
789,327
|
288,495
|
||||||
Total liabilities and stockholders' equity
|
$
|
10,583,825
|
$
|
11,326,225
|
|
Six Months Ended September 30,
|
|||||||
|
2015
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$
|
460,957
|
$
|
(1,919,839
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
||||||||
Depreciation and amortization
|
546,708
|
553,587
|
||||||
Stock based compensation expense
|
41,227
|
132,784
|
||||||
Net loss on interest rate swaps
|
--
|
49,544
|
||||||
Provision for contract losses
|
20,371
|
(576,605
|
)
|
|||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
7,915
|
228,636
|
||||||
Costs incurred on uncompleted contracts, in excess of progress billings
|
534,207
|
1,347,181
|
||||||
Inventories – raw materials
|
(15,821
|
)
|
94,787
|
|||||
Other current assets
|
(4,757
|
)
|
58,999
|
|||||
Other noncurrent assets
|
--
|
(169,316
|
)
|
|||||
Accounts payable
|
(846,386
|
)
|
(44,849
|
)
|
||||
Accrued expenses
|
68,298
|
270,054
|
||||||
Advanced claims payment
|
507,835
|
--
|
||||||
Deferred revenues
|
(527,667
|
)
|
(1,192,764
|
)
|
||||
Net cash provided by (used in) operating activities
|
792,887
|
(1,167,801
|
)
|
|||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchases of property, plant and equipment
|
(17,600
|
)
|
(54,096
|
)
|
||||
Net cash used in investing activities
|
(17,600
|
)
|
(54,096
|
)
|
||||
|
||||||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Borrowings of long-term debt
|
--
|
4,150,000
|
||||||
Repayment of long-term debt
|
(466,740
|
)
|
(3,024,498
|
)
|
||||
Deferred loan costs
|
--
|
(141,041
|
)
|
|||||
Net cash (used in) provided by financing activities
|
(466,740
|
)
|
984,461
|
|||||
Effect of exchange rate on cash and cash equivalents
|
(259
|
)
|
(1
|
)
|
||||
Net increase (decrease) in cash and cash equivalents
|
308,288
|
(237,437
|
)
|
|||||
Cash and cash equivalents, beginning of period
|
1,336,325
|
1,086,701
|
||||||
Cash and cash equivalents, end of period
|
$
|
1,644,613
|
$
|
849,264
|