TechPrecision Corporation Receives Expected Notification from Nasdaq Related to Delayed Quarterly Report, Addresses Financial Reporting Challenges, and Advises on Fiscal Year 2025 Q-2 Form 10-Q Filing Date

Rhea-AI Summary

TechPrecision (NASDAQ:TPCS) received a notice from Nasdaq on November 21, 2024, regarding non-compliance with listing rules due to delayed filing of its Q2 Form 10-Q. The company has until January 21, 2025 to submit a compliance plan, with a possible extension until May 19, 2025. The delay stems from challenges integrating STADCO's financial reporting system and implementing a new ERP system. The company's new CFO, appointed September 20, 2024, is reviewing accounts and controls. TechPrecision expects to file the Form 10-Q in early December 2024, along with refiling a pending Form S-1.

Positive

• No immediate effect on Nasdaq listing status
• New CFO actively addressing financial reporting issues
• Implementation of integrated ERP system in progress

Negative

• Failed to file Q2 Form 10-Q on time
• Non-compliance with Nasdaq listing requirements
• Ongoing financial reporting integration challenges
• Delayed Form S-1 registration statement

Insights

Financial Regulatory Expert

This Nasdaq compliance issue raises significant concerns about TPCS's financial reporting capabilities. The delay in filing Form 10-Q, coupled with ongoing ERP integration challenges from the STADCO acquisition, points to material weaknesses in internal controls. The January 21, 2025 deadline for submitting a compliance plan provides some breathing room, but the extended timeline until December for the 10-Q filing is concerning for a $30M market cap company.

The recent appointment of CFO Richard Roomberg in September 2024 adds another layer of complexity during this critical period. While his review of internal controls is necessary, it further delays financial reporting processes. The pending Form S-1 registration statement delay could impact the company's ability to raise capital, potentially affecting liquidity in an already challenging situation.

WESTMINSTER, MA / ACCESSWIRE / November 22, 2024 / TechPrecision Corporation (NASDAQ:TPCS) ("TechPrecision" or "the Company"), today announced it received a notice (the "Notice") on November 21, 2024 from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") notifying the Company that it is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the "Rule") because it had not timely filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024 (the "Form 10-Q") with the Securities and Exchange Commission (the "SEC").

NASDAQ NOTICE AND FINANCIAL REPORTING ISSUES

The Notice indicated that the Company has until January 21, 2025, to submit a plan to regain compliance with the Rule and that Nasdaq can grant an exception of up to 180 calendar days from the Form 10-Q due date, or until May 19, 2025, to regain compliance. The Notice from Nasdaq has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Capital Market.

The Company's failure to timely file the Form 10-Q is largely the result of issues arising from the difficulties of integrating the financial reporting system of STADCO into the Company's overall financial reporting structure as we continue to implement an integrated Enterprise Resource Planning (ERP) system, new processes and new financial reporting controls.

Since hiring our new CFO, Richard D. Roomberg, on September 20, 2024, he has been reviewing all accounts to determine and assess key controls, current processes, changes needed, and what will be considered proper review and documentation to accomplish timely and accurate reporting. We expect to have the initial review finished before the end of the current fiscal quarter. Implementation will take time and resources. TechPrecision is focused on driving timely and effective financial processes and controls to meet our reporting deadlines.

The Company has been and continues to work diligently to complete the financial reporting process for the Form 10-Q and will file it as soon as possible. At the same time, the Company is continuing to work on implementing changes to address the issues that have caused delays in its timely filing or reports with the SEC. With the Thanksgiving Holiday next week, we will be unable to file the Form 10-Q until the first or second week of December. At that time, we will also refile the pending Registration Statement on Form S-1 (File No. 333-279091) (the "Form S-1").

About TechPrecision Corporation

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

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

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

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

All manufacturing at Stadco is performed in accordance with customer requirements. Stadco is an AS 9100 D and ISO 9001:2015 certificate holder and a NADCAP NonDestructive Testing certificate holder. Stadco is a US defense-centric company with over 60% of its revenue in the defense sector. Stadco is registered and compliant with ITAR.

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 related to the filing of the Form 10-Q and the Form S-1 and our efforts to remediate the financial reporting issues causing the delay in filing the Form 10-Q 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 balance the composition of our revenues and effectively control operating expenses; external factors that may be outside our control, including health emergencies, like epidemics or pandemics, the conflicts in Eastern Europe and the Middle East, price inflation, interest rate increases and supply chain inefficiencies; the availability of appropriate financing facilities impacting our operations, financial condition and/or liquidity; our ability to receive contract awards through competitive bidding processes; our ability to maintain standards to enable us to manufacture products to exacting specifications; our ability to enter new markets for our services; our reliance on a small number of customers for a significant percentage of our business; competitive pressures in the markets we serve; changes in the availability or cost of raw materials and energy for our production facilities; restrictions in our ability to operate our business due to our outstanding indebtedness; government regulations and requirements; pricing and business development difficulties; changes in government spending on national defense; our ability to make acquisitions and successfully integrate those acquisitions with our business; our failure to maintain effective internal controls over financial reporting; general industry and market conditions and growth rates; 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). 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.

Company Contact:	Investor Relations Contact:
Richard D. Roomberg, CPA	Hayden IR
Chief Financial Officer	Brett Maas
TechPrecision Corporation	Phone: 646-536-7331
Phone: 978-883-5108	Email: Brett@Haydenir.com
Email: RoombergR@Ranor.com	Website: www.Haydenir.com
Website: www.TechPrecision.com

SOURCE: TechPrecision Corporation

View the original press release on accesswire.com

FAQ

Why did TechPrecision (TPCS) receive a Nasdaq notice on November 21, 2024?

TechPrecision received the notice for failing to timely file its Q2 Form 10-Q for the quarter ended September 30, 2024, violating Nasdaq Listing Rule 5250(c)(1).

When is TechPrecision (TPCS) expected to file its delayed Q2 2025 Form 10-Q?

The company expects to file the Form 10-Q in the first or second week of December 2024, following the Thanksgiving holiday.

What deadline did Nasdaq give TechPrecision (TPCS) to submit a compliance plan?

Nasdaq gave TechPrecision until January 21, 2025, to submit a plan to regain compliance, with a possible extension until May 19, 2025.