10-Q

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2014
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to           

Commission File Number 0-51378

TECHPRECISION CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	51-0539828
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3477 Corporate  Parkway, Center Valley, PA	18034
(Address of principal executive offices)	(Zip Code)

(484) 693-1700

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-Accelerated Filer	o	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  

Yes o No x

The number of shares of the Registrant’s common stock, par value $0.0001 per share, issued and outstanding at November 7, 2014 was 24,669,958.

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	5
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	16
ITEM 4.	CONTROLS AND PROCEDURES	24
PART II.	OTHER INFORMATION	24
ITEM 1.	LEGAL PROCEEDINGS	24
ITEM 1A.	RISK FACTORS	25
ITEM 6.	EXHIBITS	25
	SIGNATURES	26
EXHIBIT INDEX

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

 TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2014			March 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	849,264		$	1,086,701
Accounts receivable, less allowance for doubtful accounts of $25,010 in 2014 and 2013		2,051,843			2,280,469
Costs incurred on uncompleted contracts, in excess of progress billings		3,910,821			5,258,002
Inventories- raw materials		198,536			293,326
Income taxes receivable		8,062			8,062
Current deferred taxes		991,096			991,096
Other current assets		402,245			461,245
Total current assets		8,411,867			10,378,901
Property, plant and equipment, net		6,116,040			6,489,212
Other noncurrent assets, net		289,433			105,395
Total assets	$	14,817,340		$	16,973,508
LIABILITIES AND STOCKHOLDERS’ EQUITY:
Current liabilities:
Accounts payable	$	2,843,494		$	2,888,385
Accrued expenses		3,557,029			3,893,028
Deferred revenues		268,925			1,461,689
Debt		5,300,945			4,169,771
Total current liabilities		11,970,393			12,412,873
Long-term obligations under capital lease		32,399			38,071
Noncurrent deferred taxes		991,096			991,096
Commitments and contingent liabilities (see Note 16)
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 1,927,508
and 2,477,508 shares issued and outstanding at September 30, 2014 and March 31, 2014, respectively
(liquidation preference of $549,340 and $706,090 at September 30, 2014 and March 31, 2014, respectively)		524,210			644,110
Common stock -par value $.0001 per share, 90,000,000 shares authorized,
with 24,669,958 and 23,951,004 shares issued and outstanding at
September 30, 2014 and March 31, 2014, respectively		2,467			2,395
Additional paid in capital		6,357,823			6,105,211
Accumulated other comprehensive income (loss)		23,942			(55,097	)
Accumulated deficit		(5,084,990	)		(3,165,151	)
Total stockholders’ equity		1,823,452			3,531,468
Total liabilities and stockholders’ equity	$	14,817,340		$	16,973,508

See accompanying notes to the condensed consolidated financial statements.

3

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Unaudited)

	Three Months Ended September 30,						Six Months Ended  September 30,
	2014			2013			2014			2013
Net sales	$	4,570,711		$	5,195,795		$	10,801,052		$	12,292,487
Cost of sales		3,702,996			4,468,523			9,715,097			11,144,972
Gross profit		867,715			727,272			1,085,955			1,147,515
Selling, general and administrative		1,210,136			1,484,487			2,538,909			3,254,569
Loss from operations		(342,421	)		(757,215	)		(1,452,954	)		(2,107,054	)
Other (expense) income		(1,211	)		6,985			(1,158	)		(567	)
Interest expense (includes OCI reclassifications for    cash flow hedges of ($219,359) and ($248,464) in 2014)		(458,005	)		(67,646	)		(618,594	)		(137,773	)
Interest income		75			(794	)		75			2,819
Total other expense, net		(459,141	)		(61,455	)		(619,677	)		(135,521	)
Loss before income taxes		(801,562	)		(818,670	)		(2,072,631	)		(2,242,575	)
Income tax benefit (related to OCI reclassification)		(152,792	)		--			(152,792	)		--
Net Loss	$	(648,770	)	$	(818,670	)	$	(1,919,839	)	$	(2,242,575	)
Other comprehensive income (loss), before tax:
Change in unrealized loss on cash flow hedges		--			(7,476	)		(16,680	)		(117,813	)
Reclassification adjustment for cash flow hedges		219,359			--			248,464			--
Foreign currency translation adjustments		17			(184	)		47			(2,396	)
Other comprehensive income (loss), before tax		219,376			(7,660	)		231,831			(120,209	)
Tax expense from reclassification adjustment		152,792			--			152,792			--
Other comprehensive income (loss), net of tax		66,584			(7,660	)		79,039			(120,209	)
Comprehensive loss	$	(582,186	)	$	(826,330	)	$	(1,840,800	)	$	(2,362,784	)
Net loss per share (basic)	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)
Net loss per share (diluted)	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)
Weighted average number of shares outstanding (basic)		24,669,958			19,956,871			24,336,018			19,956,871
Weighted average number of shares outstanding (diluted)		24,669,958			19,956,871			24,336,018			19,956,871

See accompanying notes to the condensed consolidated financial statements.

4

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Six Months Ended September 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,919,839	)	$	(2,242,575	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		553,587			478,902
Stock based compensation expense		132,784			214,287
Net loss on interest rate swaps		49,544			--
Provision for contract losses		(576,605	)		1,427,803
Changes in operating assets and liabilities:
Accounts receivable		228,636			1,644,073
Costs incurred on uncompleted contracts, in excess of progress billings		1,347,181			(765,743	)
Inventories – raw materials		94,787			1,283
Other current assets		58,999			180,499
Other noncurrent assets		(169,316	)		--
Accounts payable		(44,849	)		(1,295,237	)
Accrued expenses		270,054			(682,920	)
Deferred revenues		(1,192,764	)		423,547
Net cash used in operating activities		(1,167,801	)		(616,081	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment		(54,096	)		(53,941	)
Net cash used in investing activities		(54,096	)		(53,941	)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings of debt		4,150,000			--
Repayment of debt		(3,024,498	)		(875,278	)
Deferred loan costs		(141,041	)		--
Net cash provided by (used in) financing activities		984,461			(875,278	)
Effect of exchange rate on cash and cash equivalents		(1	)		1,950
Net decrease in cash and cash equivalents		(237,437	)		(1,543,350	)
Cash and cash equivalents, beginning of period		1,086,701			3,075,376
Cash and cash equivalents, end of period	$	849,264		$	1,532,026

See accompanying notes to the condensed consolidated financial statements.

5

TECHPRECISION CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Continued)

	Six Months Ended September 30,
	2014		2013
SUPPLEMENTAL DISCLOSURES OF CASH FLOWS INFORMATION
Cash paid during the period for:
Interest	$	281,177	$	127,306
Income taxes	$	--	$	--

SUPPLEMENTAL INFORMATION – NONCASH INVESTING AND FINANCING TRANSACTIONS:

Six Months Ended September 30, 2014

For the six months ended September 30, 2014, the Company issued 718,954 shares of common stock in connection with the conversion of 550,000 shares of Series A Convertible Preferred Stock.

Six Months Ended September 30, 2013

For the six months ended September 30, 2013, we recorded a liability of $271,168 (net of tax of $0) to reflect the fair value of an interest rate swap contract in connection with a tax exempt bond financing transaction.

See accompanying notes to the condensed consolidated financial statements.

6

TECHPRECISION CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

TechPrecision Corporation, or TechPrecision, is a custom manufacturer of large scale metal fabricated and machined precision components and equipment. We offer a full range of services required to transform metallic raw materials into precise finished products. We sell these finished products to customers in three main industry groups: naval/maritime, energy and precision industrial. These products are used in a variety of markets including the alternative energy, medical, nuclear, defense, commercial, and aerospace industries. TechPrecision is the parent company of Ranor, Inc., or Ranor, a Delaware corporation. On November 4, 2010, TechPrecision announced it completed the formation of a wholly foreign owned enterprise (WFOE), under the laws of the People’s Republic of China, Wuxi Critical Mechanical Components Co., Ltd., or WCMC, to meet demand for local manufacturing of components in China. TechPrecision, WCMC and Ranor are collectively referred to as “the Company,” “we,” “us” or “our.”

Liquidity and Capital Resources

At March 31, 2013, we were not in compliance with the fixed charges and interest coverage financial covenants under our Loan and Security Agreement between Ranor and Santander Bank, or the Bank, dated February 24, 2006, as amended, or the Loan Agreement, and the Bank did not agree to waive the non-compliance with the covenants. The Loan Agreement was amended by the Forbearance and Modification Agreement, dated January 16, 2014, or the First Forbearance Agreement. Under the First Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement until March 31, 2014. The First Forbearance Agreement expired on March 31, 2014, and the Bank did not agree to waive the non-compliance with the covenants at March 31, 2014. Since we were in default, the Bank had the right to accelerate payment of the debt in full upon 60 days written notice. As a consequence, we classified all amounts under the Loan Agreement, $4.2 million at March 31, 2014 as a current liability.

On May 30, 2014, TechPrecision and Ranor entered into a Loan and Security Agreement, or the LSA, with Utica Leasco, LLC, or Utica. Pursuant to the LSA, Utica agreed to loan $4.15 million to Ranor under a Credit Loan Note, which is collateralized by a first secured interest in certain machinery and equipment at Ranor.  Payments under the LSA and Credit Loan Note are due in monthly installments with interest on the unpaid principal balance of the Credit Loan Note at an interest rate equal to 7.5% plus the greater of 3.3% and the six-month LIBOR interest rate, as described in the Credit Loan Note. Ranor’s obligations under the LSA and the Credit Loan Note are guaranteed by TechPrecision.

Pursuant to the LSA, Ranor is subject to certain restrictive covenants which, among other things, restrict Ranor’s ability to (1) declare or pay any dividend or other distribution on its equity, purchase or retire any of its equity, or alter its capital structure; (2) make any loan or guaranty or assume any obligation or liability; (3) default in payment of any debt in excess of $5,000 to any person; (4) sell any of the collateral outside the normal course of business or (5) enter into any transaction that would materially or adversely affect the collateral or Ranor’s ability to repay the obligations under the LSA and the Credit Loan Note.  The restrictions of these covenants are subject to certain exceptions specified in the LSA and in some cases may be waived by written consent of Utica.  Any failure to comply with the covenants outlined in the LSA without waiver by Utica or certain other provisions in the LSA would be an event of default, pursuant to which Utica may accelerate the repayment of the loan.

In connection with the execution of the LSA, we paid approximately $0.24 million in fees and associated costs and utilized approximately $2.65 million to pay off debt obligations owed to the Bank, under the Loan Agreement.  Additionally, the Company retained approximately $1.27 million for general corporate purposes.

On May 30, 2014, the Company and the Bank entered into a new forbearance and modification agreement, or the Second Forbearance Agreement. Under the Second Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing retroactively on April 1, 2014 and extending until no later than June 30, 2014, or the Second Forbearance Period. During the Second Forbearance Period, we agreed to comply with the terms, covenants and provisions in the Loan Agreement and related documents, as amended by the Second Forbearance Agreement.  The Second Forbearance Agreement amends the Loan Agreement to, among other things, prohibit the Company’s Leverage Ratio  (as such term is defined in the Loan Agreement) to be greater than 1.75 to 1.0.  

On July 1, 2014, the Company and the Bank entered into the Third Forbearance Agreement. Under the Third Forbearance  Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on July 1, 2014 and extending until no later than July 31, 2014. The Third Forbearance Agreement expired on its own terms on July 31, 2014.

7

On August 12, 2014, the Company and the Bank entered into a new forbearance and modification agreement, or the Fourth Forbearance Agreement, and collectively with the First Forbearance Agreement, the Second Forbearance Agreement and the Third Forbearance Agreement, the Forbearance Agreements. Under the Fourth Forbearance  Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on August 1, 2014 and extending until no later than September 30, 2014, or the Fourth Forbearance Period. Under the Fourth Forbearance Agreement we were required to retain a management consultant acceptable to the Bank who will have access to our operations in the U.S. We have continued and will continue to make principal and interest payments pursuant to the terms of the Loan Agreement, as amended by the Forbearance Agreements. We were not in compliance with the applicable leverage ratio covenant in the Loan Agreement, as amended by the Forbearance Agreements at September 30, 2014 or at March 31, 2014, as the actual leverage ratio was 4.4 to 1.0 and 3.8 to 1.0, respectively.

We have not entered into a new forbearance agreement with the Bank after the expiration of the Fourth Forbearance Period. Since we are in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. As a consequence, we classified $5.3 million under the Loan Agreement, the Series A Bonds, and the LSA, as applicable, as a current liability at September 30, 2014. If the Bank were to demand full repayment of the amounts we owe to the Bank, we would be unable to pay the obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations and would need to seek alternative financing. We are engaged in discussions with the Bank about extending the Fourth Forbearance Agreement.

In the event that we fail to pay off, or complete a refinancing of, the current outstanding obligations by the completion of the Fourth  Forbearance Period, the interest rate on outstanding obligations will convert to the default interest rate of 65% of the sum of one month LIBOR plus 16%. If the Bank were to demand full repayment, we would be unable to pay the obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations and would need to seek alternative financing.

At September 30, 2014, we had cash and cash equivalents of $849,264, of which $15,613 is located in China and which we may not be able to repatriate for use in the U.S. without undue cost or expense, if at all. Our cash and cash equivalents total includes $180,000 of restricted cash with the Bank that may be used toward funding operating activities with the Bank’s approval. Approximately 55% and 24% of our accounts receivable and work-in-process, respectively, are at risk of not being converted to cash in a timely manner due to a contract dispute with one of our customers. We have recorded a provision for potential contract losses of $2.7 million, and, in one case, filed a demand for arbitration under a customer’s purchase agreement to recover all of our costs under the contract terms. We cannot be certain that we will be successful in recovering the full amount of our losses. We have incurred an operating loss of $1.9 million for the six months ended September 30, 2014.

These factors raise substantial doubt about our ability to continue as a going concern. In order for us to continue operations beyond the next twelve months and be able to discharge our liabilities and commitments in the normal course of business, we must secure long-term financing on terms consistent with our near-term business plans. In addition, we must increase our backlog and change the composition of our revenues to focus on recurring unit of delivery projects rather than custom first article and prototyping projects which do not efficiently use our manufacturing capacity, and reduce our operating expenses to be in line with current business conditions in order to increase profit margins and decrease the amount of cash used in operations. If successful in changing the composition of revenue and reducing costs, we anticipate that the year ending March 31, 2015, or fiscal 2015, operating results should reflect positive cash flows. We plan to closely monitor our expenses and, if required, will further reduce operating costs to enhance liquidity. 

The condensed consolidated financial statements for the three and six months ended September 30, 2014 and the year ended March 31, 2014, or fiscal 2014, were prepared on the basis of a going concern which contemplates that we will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should we be required to liquidate assets. Our ability to satisfy our total current liabilities of $12.0 million at September 30, 2014 and to continue as a going concern is dependent upon the availability of and our ability to timely secure long-term financing and the successful execution of an effective operating plan. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of TechPrecision, WCMC and Ranor. Intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of September 30, 2014, the condensed consolidated statements of operations and comprehensive loss for the three and six month periods ended September 30, 2014 and 2013, and the condensed consolidated statements of cash flows for the six months ended September 30, 2014 and 2013 are unaudited, but in the opinion of management, include all adjustments that are necessary for a fair presentation of our financial statements for interim periods in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. All adjustments are of a normal, recurring nature, except as otherwise disclosed. The results of operations for an interim period are not necessarily indicative of the results of operations to be expected for the fiscal year.

8

The Notes to Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for Quarterly Reports on Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements and related notes should be read in conjunction with our consolidated financial statements included with our Annual Report on Form 10-K, or 2014 Form 10-K, filed with the SEC for the year ended March 31, 2014.

Significant Accounting Policies

Our significant accounting policies are set forth in detail in Note 2 to the 2014 Form 10-K.

NOTE 3 – RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a going Concern.   The Amendments in ASU 2014-15 are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating ASU 2014-15 to determine the impact on the Company’s consolidated financial statements and related disclosures.

In June, 2014, the FASB issued ASU No. 2014-12, Compensation – Stock Compensation (Topic 718)- Accounting for Share-based Payments when Terms of an award Provide That a Performance Target Could be Achieved after the Requisite Service Period.   The Amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating ASU 2014-12 to determine the impact on the Company’s consolidated results of operations, financial position and cash flows.

In May 2014, the FASB and the International Accounting Standards Board (IASB) issued, ASU 2014-09 (Topic 606) Revenue from Contracts with Customers. The guidance converges final standards on revenue recognition between the FASB and IASB providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance, including industry-specific guidance, in current U.S. generally accepted accounting principles. The ASU is effective for annual reporting periods beginning after December 15, 2016. We are currently evaluating ASU 2014-09 to determine the impact it may have on our current practices.

NOTE 4 - PROPERTY, PLANT AND EQUIPMENT

	September 30, 2014			March 31, 2014
Land	$	110,113		$	110,113
Building and improvements		3,261,680			3,261,680
Machinery equipment, furniture and fixtures		8,943,146			8,889,051
Equipment under capital leases		65,568			65,568
Total property, plant and equipment		12,380,507			12,326,412
Less: accumulated depreciation		(6,264,467	)		(5,837,200	)
Total property, plant and equipment, net	$	6,116,040		$	6,489,212

Depreciation expense for the three and six months ended September 30, 2014 and 2013 was $211,751 and $427,267, and $220,604 and $469,044, respectively.

NOTE 5 - COSTS INCURRED ON UNCOMPLETED CONTRACTS	September 30, 2014			March 31, 2014
Cost incurred on uncompleted contracts, beginning balance	$	9,960,072		$	6,180,839
Total cost incurred on contracts during the period		6,426,442			25,579,089
Less cost of sales, during the period		(9,715,097	)		(21,799,856	)
Cost incurred on uncompleted contracts, ending balance	$	6,671,417		$	9,960,072
Billings on uncompleted contracts, beginning balance	$	4,702,070		$	1,882,546
Plus: Total billings incurred on contracts, during the period		8,859,578			23,887,587
Less: Contracts recognized as revenue, during the period		(10,801,052	)		(21,068,063	)
Billings on uncompleted contracts, ending balance	$	2,760,596		$	4,702,070
Cost incurred on uncompleted contracts, ending balance	$	6,671,417		$	9,960,072
Billings on uncompleted contracts, ending balance		2,760,596			4,702,070
Costs incurred on uncompleted contracts, in excess of progress billings	$	3,910,821		$	5,258,002

9

Contract costs consist primarily of labor and materials and related overhead, to the extent that such costs are recoverable. Revenues associated with these contracts are recorded only when the recovery amounts can be estimated reliably and realization is probable. As of September 30, 2014 and March 31, 2014, we had deferred revenues totaling $268,925 and $1,461,689, respectively. Deferred revenues represent customer prepayments on contracts and completed contracts on which all revenue recognition criteria were not met. We record provisions for losses within costs of sales in our condensed consolidated statement of operations and comprehensive loss. We also receive advance billings and deposits representing down payments for acquisition of materials and progress payments on contracts. The contracts with our customers allow us to offset the progress payments against the costs incurred.

NOTE 6 – OTHER CURRENT ASSETS

	September 30, 2014		March 31, 2014
Payments advanced to suppliers	$	160,860	$	196,534
Prepaid insurance		134,243		229,727
Collateral deposit		76,852		--
Other		30,290		34,984
Total	$	402,245	$	461,245

NOTE 7 – OTHER NONCURRENT ASSETS

	September 30, 2014			March 31, 2014
Deferred loan costs	$	415,753		$	105,395
Deferred loan costs, amortization of		(126,320	)		--
Total	$	289,433		$	105,395

NOTE 8 – ACCRUED EXPENSES

	September 30, 2014		March 31, 2014
Accrued compensation	$	612,371	$	320,419
Interest rate swaps market value		196,096		231,783
Provision for contract losses		2,682,498		3,259,103
Other		66,064		81,723
Total	$	3,557,029	$	3,893,028

Our loss provision includes approximately $2.4 million for estimated contract losses in connection with a certain customer purchase agreement. We filed a demand for arbitration under the contract to recover damages, together with attorney's fees, interest and costs subsequent to the customer’s request to reduce the number of units ordered under the purchase agreement. Accrued compensation at September 30, 2014 includes $220,000 of unpaid Executive Chairman compensation and Board of Director fees.

NOTE 9 – DEBT

Debt obligations outstanding were classified as of:	September 30, 2014		March 31, 2014
Credit Loan Note due November 2018	$	3,842,593	$	--
MDFA Series A Bonds due January 2021		1,447,261		3,559,375
MDFA Series B Bonds due January 2018		--		599,634
Obligations under capital leases		11,091		10,762
Total Short-term debt	$	5,300,945	$	4,169,771
Long-term obligations under capital leases		32,399		38,071
Total Debt	$	5,333,344	$	4,207,842

Loan and Security Agreement

On May 30, 2014, TechPrecision and Ranor entered into the LSA, with Utica. Pursuant to the LSA, Utica agreed to loan $4.15 million to Ranor under a Credit Loan Note, which is collateralized by a first secured interest in certain machinery and equipment at Ranor.  Payments under the LSA and the Credit Loan Note are due in monthly installments with interest on the unpaid principal balance of the Credit Loan Note at an interest rate equal to 7.5% plus the greater of 3.3% or the six-month LIBOR interest rate, as described in the Credit Loan Note. Ranor’s obligations under the LSA and the Credit Loan Note are guaranteed by TechPrecision.

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Pursuant to the LSA, Ranor is subject to certain restrictive covenants which, among other things, restrict Ranor’s ability to (1) declare or pay any dividend or other distribution on its equity, purchase or retire any of its equity, or alter its capital structure; (2) make any loan or guaranty or assume any obligation or liability; (3) default in payment of any debt in excess of $5,000 to any person; (4) sell any of the collateral outside the normal course of business or (5) enter into any transaction that would materially or adversely affect the collateral or Ranor’s ability to repay the obligations under the LSA and the Credit Loan Note.  The restrictions of these covenants are subject to certain exceptions specified in the LSA and in some cases may be waived by written consent of Utica.  Any failure to comply with the covenants outlined in the LSA without waiver by Utica or certain other provisions in the LSA would be an event of default, pursuant to which Utica may accelerate the repayment of the loan.

In connection with the execution of the LSA, the Company paid approximately $0.24 million in fees and associated costs and utilized approximately $2.65 million to pay off, or complete a refinancing of, debt obligations owed to the Bank under the Loan Agreement. Additionally, the Company retained approximately $1.27 million for general corporate purposes.

Forbearance Agreements

On January 16, 2014, we entered into a forbearance and modification agreement with the Bank, or the First Forbearance Agreement, in connection with the Loan Agreement. Under the First Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement until March 31, 2014, or the First Forbearance Period.

In consideration for the granting of the First Forbearance Agreement, we agreed to: (i) have paid in full all interest and fees accrued under the Loan Agreement and other related documents through December 31, 2013 (at such interest rate and in accordance with the terms therein); (ii) reimburse the Bank for appraisal costs in the amount of $11,240; (iii) an increase in the interest rate of 2% for the Series A Bonds and the Series B Bonds to 6.1% and 5.6%, respectively, during the First Forbearance Period; (iv) the application of $394,329 and $445,671 of the Company’s restricted cash collateral deposit of $840,000 to pay off certain obligations under the Loan Agreement described above and the Series B Bonds, respectively; and (v) pay a forbearance fee of 3% of the net outstanding balance due from the Obligors to the Bank, which amounts to $128,433 due in installments during the First Forbearance Period.

On May 30, 2014, we and the Bank entered into a new forbearance and modification agreement, or the Second Forbearance Agreement. Under the Second Forbearance Agreement, the Bank has agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing retroactively on April 1, 2014 and extending until no later than June 30, 2014, or the Second Forbearance Period.

During the Second Forbearance Period, we agreed to comply with the terms, covenants and provisions in the Loan Agreement and related documents, as amended by the Second Forbearance Agreement.  The Second Forbearance Agreement amends the Loan Agreement to, among other things, prohibit the Company’s Leverage Ratio  (as such term is defined in the Loan Agreement) to be greater than 1.75 to 1.0.  

On July 1, 2014, the Company and the Bank entered into a third forbearance and modification agreement, or the Third Forbearance Agreement. Under the Third Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on July 1, 2014 and extending until no later than July 31, 2014, or the Third Forbearance Period.

On August 12, 2014, the Company and the Bank entered into a new forbearance and modification agreement, or the Fourth Forbearance Agreement. Under the Fourth Forbearance  Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on August 1, 2014 until no later than September 30, 2014, or the Fourth Forbearance Period. Under the Fourth Forbearance Agreement we were required to retain a management consultant acceptable to the Bank who will have access to our operations in the U.S. We have continued and will continue to make principal and interest payments pursuant to the terms of the Loan Agreement, as amended by Forbearance Agreements. If the Bank were to demand full repayment of the amounts we owe the Bank, we would be unable to pay the obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations and would need to seek alternative financing. We were not in compliance with the leverage ratio covenant at September 30, 2014 or March 31, 2014, as the actual leverage ratio was 4.4 to 1.0 and 3.8 to 1.0, respectively.

We are engaged in discussions with the Bank about extending the Fourth Forbearance Agreement. We are also engaged in discussions with potential alternative financing sources to secure additional financing to, among other things, payoff the remaining obligation under the Series A Bonds.

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MDFA Series A and B Bonds

On December 30, 2010, we completed a $6.2 million tax exempt bond financing with the Massachusetts Development Finance Authority, or the MDFA, pursuant to which the MDFA sold to the Bank MDFA Revenue Bonds, Ranor Issue, Series 2010A in the original aggregate principal amount of $4.25 million, or Series A Bonds, and MDFA Revenue Bonds, Ranor Issue, Series 2010B in the original aggregate principal amount of $1.95 million, or Series B Bonds together with the Series A Bonds, the Bonds. The proceeds of such sales were loaned to us under the terms of a Mortgage Loan and Security Agreement, dated as of December 1, 2010, by and among us, MDFA and the Bank (as Bond owner and Disbursing Agent), or the MLSA. The proceeds from the sale of the Series A Bonds were used to finance the Ranor facility acquisition and 19,500 sq. ft. expansion of Ranor’s manufacturing facility in Westminster, Massachusetts, and the proceeds from the sale of the Series B Bonds were used to finance acquisitions of qualifying manufacturing equipment installed at the Westminster facility.

In connection with the execution of the LSA described above, the Company paid down approximately $2.0 million of our obligation under the Series A Bonds owed to the Bank, and paid off the remaining balance ($576,419) of the Series B Bonds in full. We also terminated the interest rate swap which hedged the cash flows of the Series B Bonds. We paid a breakage fee of $29,448 for early termination of the interest rate swap for the Series B Bonds and recorded the amount as interest expense in our statement of operations.

At September 30, 2014, we were in default and continue to be in default under the Loan Agreement with the Bank. The Forbearance Agreements amended the Loan Agreement to, among other things, prohibit the Company’s Leverage Ratio (as such term is defined in the Loan Agreement) to be greater than 1.75 to 1.0. At September 30, 2014 and March 31, 2014, we were not in compliance with the leverage ratio coverage covenants under the Loan Agreement, and the Bank did not agree to waive our non-compliance with the covenants at September 30, 2014 or March 31, 2014, as the actual leverage ratio was 4.4 to 1.0 and 3.81 to 1.0, respectively. The Bank had the right to accelerate payment of the debt in full upon 60 days' written notice. As a consequence, all amounts under the Loan Agreement, the Series A Bonds, and the LSA, as applicable, are classified as a current liability at September 30, 2014 ($5.3 million) and March 31, 2014 ($4.2 million).

Under the MLSA and related documents, the Westminster facility secures, and we further guarantee, Ranor’s obligations to the Bank and subsequent holders of the Series A Bonds. At September 30, 2014, the rate of interest on the Series A Bonds is 65% of the sum of one month LIBOR plus 5.75%, or 4.49%. We continue to make monthly principal and interest payments with respect to the Series A Bonds.  The Series A Bonds are redeemable pursuant to the MLSA prior to maturity, in whole or in part, on any payment date in accordance with the terms of the MLSA.

Derivative Instruments

Through June 30, 2014, we held two interest rate swap contracts, which were designated as cash flow hedges, to hedge our interest rate exposure on the underlying Series A and Series B Bonds under the MLSA. We recorded the fair value of the contracts in our consolidated balance sheet with the effective portion of the gain or loss on the derivative reported in stockholders’ equity as a component of accumulated other comprehensive loss and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Because the critical terms of the interest rate swap changed following the execution of the LSA in the first quarter of Fiscal 2015 we terminated the Series B swap, and de-designated our Series A interest rate swap in the second quarter. As a result, in the second quarter of Fiscal 2015, we reclassified $248,464 from Accumulated Other Comprehensive Income to the statement of operations on the interest expense line. The outstanding fair value interest rate swap recorded in current liabilities on our balance sheet was $196,096 and $271,168 on September 30, 2014 and March 31, 2014, respectively. The Series A swaps will terminate on January 4, 2021. We intend to hold the Series A interest rate swap over the near term.

The fair value of the interest rate swaps contracts were measured using market based level 2 inputs. The method employed to calculate the values conforms to the industry convention for calculation of such values. The swap’s market value can be calculated any time by comparing the fixed rate set at the inception of the transaction and the “swap replacement rate,” which represents the market rate for an offsetting interest rate swap with the same notional amounts and final maturity date. The market value is then determined by calculating the present value interest differential between the contractual swap and the replacement swap. The termination value is the sum of the present value interest differential as described above plus the accrued interest due at termination.

Capital Lease

We entered into a new capital lease in April 2012 for certain office equipment. The lease term is for 63 months, bears interest at 6.0% and requires monthly payments of principal and interest of $860. This lease was amended in fiscal 2014 when we purchased another replacement copier at Ranor. The revised lease term was extended by nine months and will expire in March 2018 and the required monthly payments of principal and interest increased to $1,117. The amount of the lease recorded in property, plant and equipment, net as of September 30, 2014 and March 31, 2014 was $40,654 and $46,420, respectively.

Obligations under the Credit Loan Note, Series A Bonds and Capital Lease are guaranteed by TechPrecision and Ranor. Collateral securing the Credit Loan Note, Series A Bonds and Capital Lease comprises all personal property of TechPrecision and Ranor, including cash, accounts receivable, inventories, equipment, financial and intangible assets.

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NOTE 10 - INCOME TAXES

At the end of each interim period, we make an estimate of our annual U.S. and China expected effective tax rates. For the three and six months ended September 30, 2014 , we recorded a tax benefit of $152,792 as a result of the reclassification of a loss on an interest rate swap from other comprehensive income. The lack of any other tax benefits for the six months ended September 30, 2014 was primarily the result of recording a full valuation allowance on our net deferred tax assets. A valuation allowance must be established for deferred tax assets when it is more likely than not that they 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. We have determined that it is more likely than not that certain future tax benefits may not be realized.  A change in the estimates used to make this determination could require an increase in deferred tax assets if they become realizable.

At September 30, 2014, our federal net operating loss carryforward was approximately $7.6 million. If not utilized, the federal net operating loss carryforward will begin to expire in 2025. Section 382 of the Internal Revenue Code, as amended, provides for a limitation on the annual use of net operating loss carryforwards following certain ownership changes that could limit our ability to utilize some of these carryforwards on a yearly basis due to an ownership change in connection with the acquisition of Ranor in 2006.

We file income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. Our foreign subsidiary files separate income tax returns in the foreign jurisdiction in which it is located.  Tax years 2011 and forward remain open for examination.  We recognize interest and penalties accrued related to income tax liabilities in selling, general and administrative expense in our Condensed Consolidated Statements of Operations.

NOTE 11 - PROFIT SHARING PLAN

Ranor has a 401(k) profit sharing plan that covers substantially all Ranor employees who have completed 90 days of service. Ranor retains the option to match employee contributions. Our contributions were $4,234 and $10,703 for the six months ended September 30, 2014 and 2013, respectively.

NOTE 12 - CAPITAL STOCK

Preferred Stock

We have 10,000,000 authorized shares of preferred stock and the Board of Directors has broad power to create one or more series of preferred stock and to designate the rights, preferences, privileges and limitation of the holders of such series. The Board of Directors has created one series of preferred stock - the Series A Convertible Preferred Stock.

Each share of Series A Convertible Preferred Stock was initially convertible into one share of common stock. As a result of our failure to meet certain levels of earnings before interest, taxes, depreciation and amortization for the years ended March 31, 2006 and 2007, the conversion rate changed, and, at December 31, 2009, each share of Series A Convertible Preferred Stock was convertible into 1.3072 shares of common stock, with an effective conversion price of $0.218.  Based on the current conversion ratio, as of September 30, 2014 and March 31, 2014, there were 2,519,638 and 3,238,598 common shares, respectively, underlying the Series A Convertible Preferred Stock. 

Upon any liquidation we would be required to pay $0.285 for each share of Series A Convertible Preferred Stock. The payment will be made before any payment to holders of any junior securities and after payment to holders of securities that are senior to the Series A Convertible Preferred Stock.  

During the six months ended September 30, 2014 there were 550,000 shares of Series A Convertible Preferred Stock converted into 718,954 shares of common stock. At September 30, 2014 and March 31, 2014, we had 1,927,508 and 2,477,508 shares, respectively, of Series A Convertible Preferred Stock outstanding.

Common Stock

We had 90,000,000 authorized common shares at September 30, 2014 and March 31, 2014, and there were 24,669,958 and 23,951,004 shares of common stock outstanding at September 30, 2014 and March 31, 2014, respectively.

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NOTE 13 - STOCK BASED COMPENSATION

In 2006, the Company’s directors adopted, and the Company’s stockholders approved, the 2006 TechPrecision Corporation Long-Term Incentive Plan, or, as amended, the Plan. The Plan provides for the grant of incentive and non-qualified options, stock grants, stock appreciation rights and other equity-based incentives to employees, including officers, and consultants. The Plan is to be administered by a committee of not less than two directors each of whom is to be an independent director. In the absence of a committee, the Plan is administered by the Board of Directors. Independent directors are not eligible for discretionary options. The maximum number of shares of common stock that may be issued under the Plan is 3,300,000 shares.

Pursuant to the Plan, each newly elected independent director receives at the time of his or her election, an option to purchase 50,000 shares of common stock at the market price on the date of his or her election.  In addition, the Plan provides for the annual grant of an option to purchase 10,000 shares of common stock on July 1st of each year following the third anniversary of the date of his or her first election.  

The fair value was estimated using the Black-Scholes option-pricing model based on the closing stock prices at the grant date and the weighted average assumptions specific to the underlying options. Expected volatility assumptions are based on the historical volatility of our common stock. The risk-free interest rate was selected based upon yields of five-year U.S. Treasury issues. The assumptions utilized for option grants during the period presented ranged from 125% to 134% for volatility and a risk free rate of 1.39% to 1.71% and an expected term of approximately six years.

We use the simplified method for all grants to estimate the expected term of the option. We assume that stock options will be exercised evenly over the period from vesting until the awards expire. As such, the assumed period for each vesting tranche is computed separately and then averaged together to determine the expected term for the award. Because of our limited stock exercise activity we did not rely on our historical exercise data. There were 50,000 options granted during the six months ended September 30, 2014. At September 30, 2014, 1,697,006 shares of common stock were available for grant under the Plan. The following table summarizes information about options for the most recent annual income statements presented: 

	Number Of			Weighted Average		Aggregate Intrinsic		Weighted Average Remaining Contractual Life
	Options			Exercise Price		Value		(in years)
Outstanding at 3/31/2014		1,355,500		$	1.014	$	329,025		7.32
Granted		50,000		$	0.620		--		--
Forfeited		(200,000	)	$	0.678		--		--
Outstanding at 9/30/2014		1,205,500		$	1.028	$	--		6.56
Vested or expected to vest 9/30/2014		1,205,500		$	1.028	$	--		6.56
Exercisable at 9/30/2014		860,499		$	1.112	$	--		6.28

At September 30, 2014, there was $140,542 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over the next 21 months. The total fair value of shares vested during the six months ended September 30, 2014 was $178,685. The following table summarizes the activity of our stock options outstanding but not vested for the three months ended June 30, 2014:  

	Number of  Options		Weighted Average
Outstanding at 3/31/2014		621,333	$	0.967
Granted		50,000	$	0.620
Vested		(178,665)	$	1.000
Forfeited		(116,667)	$	0.678
Expired		(31,000)	$	1.960
Outstanding at 9/30/2014		345,001	$	0.877

We made a discretionary grant outside of the Plan on June 13, 2013 of 200,000 options at an exercise price of $0.67 per share, the fair market value on the date of grant, to our non-employee directors in recognition of their additional services while we seek a permanent chief executive officer. The options have a term of ten years and will vest in three equal installment amounts on each of the grant date and first anniversaries of the grants and are subject to continuous service as members of the board through the second anniversary of the grant date. Although the grants were made outside of the Plan, the terms of the options are the same as those issued under the Plan.

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NOTE 14 - CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

We maintain bank account balances, which, at times, may exceed insured limits. We have not experienced any losses with these accounts and believe that we are not exposed to any significant credit risk on cash. At September 30, 2014, there were accounts receivable balances outstanding from four customers comprising 72% of the total receivables balance. The following table sets forth information as to accounts receivable from customers who accounted for more than 10% of our accounts receivable balance as of:   

		September 30, 2014					March 31, 2014
Customer		Dollars		Percent			Dollars		Percent
	A	$	1,149,948		56	%	$	255,360		11	%
	B	$	318,167		16	%	$	*		*
	C	$	*		*		$	750,146		33	%
	D	$	*		*		$	312,576		14	%

*customer total is less than 10%

We have been dependent in each year on a small number of customers who generate a significant portion of our business, and these customers change from year to year. The following table sets forth information as to net sales from customers who accounted for more than 10% of our revenue for the six months ended:

		September 30, 2014					September 30, 2013
Customer		Dollars		Percent			Dollars		Percent
	A	$	3,000,494		28	%	$	2,991,169		24	%
	B	$	1,762,985		16	%	$	*		*	%
	C	$	1,176,129		11	%	$	*		*	%

*customer total is less than 10%

NOTE 15 – SEGMENT INFORMATION

We operate our business under one segment, large scale fabricated and machined metal components and systems equipment. A significant amount of our operations, assets and customers are located in the United States. The following table presents our geographic information (net sales and net property, plant and equipment) by the country in which the legal subsidiary is domiciled and assets are located:  

	Net Sales				Property, Plant and Equipment, Net
	Six months ended  September 30, 2014		Six months ended  September 30, 2013		September 30, 2014		March 31, 2014
United States	$	10,006,945	$	12,075,203	$	6,115,565	$	6,485,491
China	$	794,107	$	217,284	$	475	$	3,721

NOTE 16 – COMMITMENTS

On July 14, 2014, we entered into a separation, severance and release agreement, or the Separation Agreement, with Robert Francis, who served as President and General Manager of Ranor until June 23, 2014.  The Separation Agreement amends Mr. Francis’ existing Employment Agreement, dated January 27, 2012.  Pursuant to the Separation Agreement, Mr. Francis will provide transition services as a consultant to the Company and will be paid an amount equal to $19,166.66 on a monthly basis for three months.  Mr. Francis’ other benefits, including health and medical benefits, under the Employment Agreement were discontinued after June 23, 2014. At September 30, 2014 we still owed $9,583 under the Separation Agreement.

We have employment agreements with our executive officers. Such agreements provide for minimum salary levels, adjusted annually, as well as for incentive bonuses that are payable if specified company goals are attained. The aggregate annual commitment at September 30, 2014 for future compensation during the next twelve months, excluding bonuses, was approximately $0.9 million.

NOTE 17 - EARNINGS PER SHARE (EPS)

Basic EPS is computed by dividing reported earnings available to stockholders by the weighted average shares outstanding. Diluted EPS also includes the effect of dilutive potential common shares. The following table provides a reconciliation of the numerators and denominators reflected in the basic and diluted loss per share computations, as required under FASB ASC 260. 

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	Three Months ended September 30, 2014			Three Months ended September 30, 2013			Six Months ended September 30, 2014			Six Months ended September 30, 2013
Basic EPS
Net Loss	$	(648,770	)	$	(818,670	)	$	(1,919,839	)	$	(2,242,575	)
Weighted average number of shares outstanding		24,669,958			19,956,871			24,336,018			19,956,871
Basic loss per share	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)
Diluted EPS
Net Loss	$	(648,770	)	$	(818,670	)	$	(1,919,839	)	$	(2,242,575	)
Dilutive effect of stock options, warrants and preferred stock		--			--			--			--
Diluted weighted average shares		24,669,958			19,956,871			24,336,018			19,956,871
Diluted loss per share	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)

All potential common share equivalents that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six month periods ended September 30, 2014, there were 2,105,467 and 2,491,658 shares, respectively, and for the three and six months ended September 30, 2013 there were 5,011,341 and 5,359,626 shares, respectively, of potentially anti-dilutive stock options, warrants and convertible preferred stock, none of which were included in the EPS calculations above.  

NOTE 18 – SUBSEQUENT EVENTS

On October 6, 2014, GT Advanced Technologies, Inc., or GTAT, together with certain of its direct and indirect subsidiaries, commenced voluntary cases under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire.   GTAT’s bankruptcy filing causes an automatic stay in any arbitration proceedings in which GTAT is involved, including the arbitration proceeding with Ranor, Inc., or the Ranor arbitration, as previously described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the Securities and Exchange Commission on July 15, 2014 and August 18, 2014, respectively.  The automatic stay results in the American Arbitration Association suspending administration of the Ranor Arbitration and the Company’s claim in the Ranor Arbitration is now considered an unsecured creditor claim within GTAT’s overall bankruptcy proceedings.

While any payments to the Company as a result of the claim by Ranor were not certain prior to the GTAT bankruptcy, as a result of the GTAT bankruptcy, the timing of any determination in the Ranor Arbitration is uncertain and there is a significant risk that even if the Ranor Arbitration is settled or decided in favor of the Company, GTAT will not have the ability to make any award payments to the Company.  In light of such uncertainty, the Company is continuing to explore various financing alternatives to enhance the Company’s financial position and ensure the Company’s continued liquidity.

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statement Regarding Forward Looking Disclosure

The following discussion of the results of our operations and financial condition should be read in conjunction with our condensed consolidated financial statements and the related notes herein.  This quarterly report on Form 10Q, including this section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or MD&A, may contain predictive or “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.  Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements relating to our future activities or other future events or conditions.  These statements are based on current expectations, estimates and projections about our business based in part on assumptions made by management.  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, and probably will, differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors.  Those factors include those risks discussed in this Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and those described in any other filings which we make with the SEC.  In addition, such statements could be affected by risks and uncertainties related to recurring operating losses and the availability of appropriate financing facilities impacting our ability to continue as a going concern, to change the composition of our revenues and effectively reduce our operating expenses, our ability to generate business on an on-going basis, to obtain any required financing on favorable terms, to receive contract awards from the competitive bidding process, maintain standards to enable us to manufacture products to exacting specifications, enter new markets for our services, marketing and customer acceptance, our reliance on a small number of customers for a significant percentage of our business, competition, government regulations and requirements, pricing and development difficulties, our ability to make acquisitions and successfully integrate those acquisitions with our business, as well as general industry and market conditions and growth rates, and general economic conditions.  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 report, except as required by applicable law.  Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report. Investors should evaluate any statements made by us in light of these important factors.

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Overview

We are a contract manufacturer and we sell our services to customers in three industry groups: energy, naval/maritime, and precision industrial. Our strategy is to leverage our core competence as a manufacturer of high-precision, large-scale metal fabrications and machined components to optimize profitability of our current business and expand into markets that have shown increasing demand. We aim to establish our expertise in program and project management and develop and expand a repeatable customer business model in our strongest markets.

We offer a full range of services required to transform metallic raw materials into precise finished products. Our manufacturing capabilities include: fabrication operations (cutting, press and roll forming, assembly, welding, heat treating, blasting and painting) and machining operations including CNC (computer numerical controlled) horizontal and vertical milling centers. We also provide support services to our manufacturing capabilities: manufacturing engineering (planning, fixture and tooling development, manufacturing), quality control (inspection and testing), materials procurement, production control (scheduling, project management and expediting) and final assembly.

All U.S. manufacturing is done at Ranor in accordance with our written quality assurance program, which meets specific national and international codes, standards, and specifications. Ranor holds several certificates of authorization issued by the American Society of Mechanical Engineers and the National Board of Boiler and Pressure Vessel Inspectors. The standards used are specific to the customers’ needs, and our manufacturing operations are conducted in accordance with these standards.

Our Ranor subsidiary performs precision fabrication and machining in all three of the industry groups we serve, delivering turn-key  components to our customers stringent design specifications, quality and safety manufacturing standards. Our team at Ranor has successfully developed new, effective approaches to fabrication that continue to be utilized at their facility and at our customer’s own defense component manufacturing facilities. Defense components the Ranor team has delivered include critical sonar housings and fairings, vertical launch missile tubes, and magnetic motor system components. We have developed and built Tier 1 and Tier 2 relationships with our customers and will continue to seek opportunities where we have a Tier 1 or Tier 2 supplier relationship. We have endeavored to increase our business development efforts with large prime defense contractors.  Based upon these efforts, we believe there are additional opportunities to secure increased business with existing and new defense contractors who are actively looking to increase outsourced content on certain defense programs over the next several years.  We believe that the military quality certifications Ranor maintains and its ability to offer turn-key fabrication and manufacturing services at a single facility position it as an attractive outsourcing partner for prime contractors looking to increase outsourced production.

For several years we have been providing production services to Mevion Medical Systems, Inc., or Mevion, for the manufacture of its proprietary proton beam radiotherapy system. Presently Mevion is installing systems at five customers in the U.S. In January 2013, we announced a five-year agreement with Mevion to exclusively produce precision components for the proton beam system.  In December 2013, the first center to enter clinical commissioning with Mevion’s proton beam system began treating patients.

Because our revenues are derived from the sale of goods manufactured pursuant to a contract, and we do not sell from inventory, it is necessary for us to constantly seek new contracts. There may be a time lag between our completion of one contract and commencement of work on another contract. During such periods, we may continue to incur overhead expense but with lower revenue resulting in lower operating margins. Furthermore, changes in either the scope of an existing contract or related delivery schedules may impact the revenue we receive under the contract and the allocation of manpower. Although we provide manufacturing services for governmental programs, we usually do not work directly for the government or its agencies. However, our business is dependent in part on the continuation of governmental programs that procure services and products from our customers.

Our contracts are generated both through negotiation with the customer and from bids made pursuant to a request for proposal. Our ability to receive contract awards is dependent upon the contracting party’s perception of such factors as our ability to perform on time, our history of performance, including quality, our financial condition and our ability to price our services competitively.  Although some of our contracts contemplate the manufacture of one or a limited number of units, we are seeking more long-term projects with a more predictable revenue stream and cost structure.

We historically have experienced, and continue to experience, customer concentration. For the six months ended September 30, 2014 and 2013, our five largest customers accounted for approximately 73% and 71% of reported net sales.  Our sales order backlog at September 30, 2014 was approximately $12.9 million compared with a backlog of $22.9 million at March 31, 2014. Our September 30, 2014 backlog includes approximately $0.8 million of orders for sapphire production furnaces.   

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At March 31, 2014, we were not in compliance with our financial covenants in the Loan and Security Agreement between Ranor and Santander Bank, dated February 24, 2006, as amended, or the Loan Agreement, and the Bank did not agree to waive the non-compliance with the covenants. As a result, we were in default at March 31, 2014.

On January 16, 2014, we entered into the First Forbearance Agreement, in connection with the Loan Agreement. Under the First Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement until March 31, 2014, or the First Forbearance Period.

On May 30, 2014, the Company and the Bank entered into the Second Forbearance Agreement, commencing retroactively on April 1, 2014 and extending until no later than June 30, 2014, or the Second Forbearance Period. At June 30, 2014, we were in default and continue to be in default with the Loan Agreement with the Bank. The Bank had the right to accelerate payment of the debt in full upon 60 days' written notice. As a consequence, all amounts under all of the Loan Agreement, the Series A Bonds, the Series B Bonds and the LSA, as applicable, are classified as a current liability at September 30, 2014 ($5.3 million) and March 31, 2014 ($4.2 million).

On July 1, 2014, the Company and the Bank entered into the Third Forbearance Agreement. Under the Third Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on July 1, 2014 and extending until no later than July 31, 2014, or the Third Forbearance Period.

On August 12, 2014, the Company and the Bank entered into the Fourth Forbearance Agreement. Under the Fourth Forbearance  Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on August 1, 2014 and extending until no later than September 30, 2014, or the Fourth Forbearance Period. Under the Fourth Forbearance Agreement, we were required to retain a management consultant acceptable to the Bank who will have access to our operations in the U.S. We have continued and will continue to make principal and interest payments pursuant to the terms of the Loan Agreement and the Fourth Forbearance Agreement.

If the Bank were to demand full repayment of the amounts we owe the Bank, we would be unable to pay the obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations and would need to seek alternative financing. We are engaged in discussions with the Bank about extending the Fourth Forbearance Agreement. We are also engaged in discussions with potential alternative financing sources to secure additional financing to, among other things, payoff the remaining obligation under the Series A Bonds.

These factors raise substantial doubt regarding our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources.”

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated financial statements requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We continually evaluate our estimates, including those related to contract accounting, inventories, recovery of long-lived assets, income taxes and the valuation of equity transactions. These estimates and assumptions require management’s most difficult, subjective or complex judgments. Actual results may differ under different assumptions or conditions.

Our significant accounting policies are set forth in detail in Note 2 to the consolidated financial statements included in the 2014 Form 10-K. There were no significant changes in the critical accounting policies during the six months ended September 30, 2014, nor did we make any changes to our accounting policies that would have changed these critical accounting policies.

New Accounting Pronouncements

See Note 3 – Recently Issued and Adopted Accounting Pronouncements to our condensed consolidated financial statements included in this Form 10-Q for a discussion of recently adopted accounting guidance and other new accounting guidance.

18

Results of Operations

Our results of operations are affected by a number of external factors including the availability of raw materials, commodity prices (particularly steel), macroeconomic factors, including the availability of capital that may be needed by our customers, and political, regulatory and legal conditions in the United States and foreign markets. Our order and revenue stream is uneven and reflects an irregular pattern of orders we receive from our customers as they gauge their customer’s demand for new and existing products. Our results of operations are affected by our success in booking new contracts and when we are able to recognize the related revenue, delays in customer acceptances of our products, delays in deliveries of ordered products and our rate of progress in the fulfillment of our obligations under our contracts. A delay in deliveries or cancellations of orders would cause us to have inventories in excess of our short-term needs, and may delay our ability to recognize, or prevent us from recognizing, revenue on contracts in our order backlog. We continue to execute to the business plan we developed early in our first quarter that has the immediate goal of realigning and stabilizing our cost structure so we can return to profitability, even at current lower revenue levels. We need to rebuild our backlog with orders from our key customers. 

Three Months Ended September 30, 2014 and 2013

The following table sets forth information from our statements of operations in dollars and as a percentage of revenue:  

	Three Months Ended September 30, 2014						Three Months Ended September 30, 2013						Changes Period Ended September 30, 2014 to 2013
(dollars in thousands)	Amount			Percent			Amount			Percent			Amount			Percent
Net sales	$	4,571			100	%	$	5,195			100	%	$	(624	)		(12	) %
Cost of sales		3,703			81	%		4,468			86	%		(765	)		(17	) %
Gross profit		868			19	%		727			14	%		141			19	%
Selling, general and administrative		1,210			26	%		1,484			29	%		(274	)		(18	) %
Loss from operations		(342	)		(7	)%		(757	)		(15	)%		415			55	%
Other income (expense), net		(1	)		--	%		6			--	%		(7	)		nm	%
Interest expense		(458	)		(10	)%		(67	)		(1	)%		(391	)		nm	%
Total other expense, net		(459	)		(10	)%		(61	)		(1	)%		(398	)		nm	%
Loss before income taxes		(801	)		(17	)%		(818	)		(16	)%		17			2	%
Income tax expense		(153	)		(3	)%		--			--	%		(153	)		nm	%
Net Loss	$	(648	)		(14	)%	$	(818	)		(16	)%	$	170			21	%

Net Sales

We have been unable to replace the delayed GTAT production units originally scheduled for the second quarter of fiscal 2015 with new orders in a timely manner. Additional shipments for sapphire production furnaces were delayed under a purchase agreement with GTAT, which has indicated a desire to reduce the number of units ordered under the contract. We have filed a demand for arbitration under the terms of the agreement. Manufacturing activities and shipments under this contract have been suspended until a settlement can be reached among the parties. For the three months ended September 30, 2014, net sales decreased by $0.6 million, or 12%, to $4.6 million. By market sector, Net Sales 1) increased in our naval/maritime group by $0.6 million or 24% on increased demand for products from our defense customers, 2) decreased in our energy group by $0.5 million or 61% on delayed shipments and soft demand for products, and 3) decreased in our precision industrial group by $0.7 million or 42% as lower sales for pressure vessels more than offset an increase in net sales of medical components and sapphire production furnaces.

Cost of Sales and Gross Margin

Actual production levels were lower than planned and resulted in under absorbed overheads for the period. Our cost of sales for the three months ended September 30, 2014 decreased by $0.8 million, or 17%, on lower sales volume.  Gross margins during the three months ended September 30, 2014 were 18.9% compared with 14.0% for the same period in fiscal 2014. Fiscal 2015 margins were dampened by under absorbed overhead of approximately $1.9 million. Fiscal 2014 margins were impacted by low margin contracts, under absorbed overhead and new contract losses of $0.8 million on custom first article projects. Gross margin in any reporting period is impacted by the mix of services we provide on projects completed and in-process within that period.

Selling, General and Administrative Expenses

Total selling, general and administrative expenses, or SG&A, for the three months ended September 30, 2014 were $0.3 million or 18% lower when compared with the same period in fiscal 2014.  SG&A compensation and administrative expense was $0.4 million lower due to reduced headcount. This decrease was offset in part by a $0.1 million increase as we engaged outside advisors to help find alternative sources of financing.

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Other Income (Expense)

The following table reflects other income (expense) and interest expense for the three months ended:

	September 30, 2014			September 30, 2013			$ Change			% Change
Other income (expense), net	$	(1,136	)	$	6,191		$	(7,327	)		nm%
Interest rate swaps	$	(196,096	)	$	--		$	(196,096	)		nm%
Interest expense	$	(130,717	)	$	(57,646	)	$	(73,071	)		nm%
Interest expense: non-cash	$	(131,192	)	$	(10,000	)	$	(121,192	)		nm%

We de-designated our Series A Bond interest rate swap hedge and reclassified the change in fair value from other comprehensive income to the statement of operations. We will record all future changes in fair value related to the interest rate swap in our statement of operations. Interest expense for the three months ended September 30, 2014 was higher due to higher rates related to our new debt financing under an LSA with Utica. Non–cash interest expense reflects higher amounts of amortization for deferred loan costs in connection with the LSA.

Income Taxes

For the three months ended September 30, 2014 we recorded a tax benefit of $152,792 as we reclassified losses on an interest rate swap to our statement of operations. We maintain a full valuation allowance on our net deferred tax assets. A valuation allowance must be established for deferred tax assets when it is more likely than not that they 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. We regularly assess the effects resulting from these factors to determine the adequacy of our provision for income taxes. Our future effective tax rate would be affected if earnings were lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

Net Loss

As a result of the foregoing, our net loss was $0.6 million, or $0.03 per share basic and fully diluted, for the three months ended September 30, 2014, as compared to net loss of $0.8 million, or $0.04 per share basic and fully diluted, for the three months ended September 30, 2013. 

Six Months Ended September 30, 2014 and 2013

The following table sets forth information from our statements of operations for the six months ended September 30, 2014 and 2013, in dollars and as a percentage of revenue:   

	Six Months Ended September 30, 2014						Six Months Ended  September 30, 2013						Changes Period Ended September 30, 2014 to 2013
(dollars in thousands)	Amount			Percent			Amount			Percent			Amount			Percent
Net sales	$	10,801			100	%	$	12,292			100	%	$	(1,491	)		(12	) %
Cost of sales		9,715			90	%		11,144			91	%		(1,429	)		(13	) %
Gross profit		1,086			10	%		1,148			9	%		(62	)		(5	) %
Selling, general and administrative		2,539			24	%		3,255			26	%		(716	)		(22	) %
Loss from operations		(1,453	)		(14	) %		(2,107	)		(17	) %		654			nm	%
Other income		(1	)		-	%		2			--	%		(3	)		nm	%
Interest expense		(619	)		(5	) %		(138	)		(1	) %		(481	)		nm	%
Total other expense, net		(620	)		(5	) %		(136	)		(1	) %		(484	)		nm	%
Loss before income taxes		(2,073	)		(19	) %		(2,243	)		(18	) %		170			8	%
Income tax benefit		(153	)		(1	) %		--			--	%		(153	)		--	%
Net Loss	$	(1,920	)		(18	) %	$	(2,243	)		(18	) %	$	323			14	%

20

Net Sales

We have been unable to replace the delayed GTAT production units originally scheduled for the second quarter of fiscal 2015 with new orders in a timely manner. Additional shipments of sapphire production furnaces were delayed under a purchase agreement with GTAT, which has indicated a desire to reduce the number of units ordered under the contract. We have filed a demand for arbitration under the terms of the agreement. Manufacturing activities and shipments under this contract have been suspended until a settlement can be reached among the parties. Other increases and decreases in net sales are reflective of the frequent changes in orders we see from our customers as they gauge customer demand for new and existing products. Net sales decreased by $1.5 million, or 12%, to $10.8 million for the six months ended September 30, 2014 when compared to the same period last year.  By market sector, Net sales 1) increased by $1.3 million in the navy/maritime markets as final shipments were made to close out two new defense orders, 2) decreased by $1.7 million in the nuclear markets on soft demand, and 3) decreased by $1.1 million in the precision industrial sector primarily on lower shipments of pressure vessels, offset in part by higher shipments of sapphire production furnaces.

Cost of Sales and Gross Margin

Our cost of sales for the six months ended September 30, 2014 decreased by $1.4 million to $9.7 million on lower sales volume. Gross margins were 10.1% and 9.3% for the same comparable periods, respectively. Gross profit was $1.1 million, slightly lower in fiscal 2015 when compared with the same six month period ended September 30, 2013. Gross margin in any reporting period is impacted by the mix of services we provide on projects completed within that period. Under absorbed overhead of $1.1 million dampened our gross profit for the period ended September 30, 2014. Certain low margin projects and contract losses dampened our margins in the first six months of fiscal 2014. Gross profit for the six months period ended September 30, 2013 included additional contract losses of approximately $1.5 million, a majority of which were incurred on the initial units of certain turbine base components manufactured by our Ranor subsidiary.

Selling, General and Administrative Expenses

SG&A expenses for the six months ended September 30, 2014 were $2.5 million compared to $3.3 million for six months ended September 30, 2013, representing a decrease of $0.7 million or 22%.  Primary drivers of this decrease in expense were reduced spending of $0.7 million for compensation and benefits and $0.1 million in associated administrative costs. This decrease was slightly offset by an increase of $0.1 million outside advisory services.

Other Income (Expense)

The following table reflects other income (expense) and interest expense for the six months ended:

	September 30, 2014			September 30, 2013			$ Change			% Change
Other income (expense), net	$	(1,083	)	$	2,252		$	(3,335	)		nm%
Interest rate swaps	$	(196,096	)	$	--		$	(196,096	)		nm%
Interest expense	$	(281,177	)	$	(127,437	)	$	(153,740	)		nm%
Interest expense: non-cash	$	(141,321	)	$	(10,336	)	$	(130,985	)		nm%

We de-designated our Series A Bond interest rate swap in the second quarter, reclassified the change in fair value to the statement of operations, and will record all future changes in fair value related to the interest rate swap in our statement of operations. Interest expense for the six months ended September 30, 2014 was higher due to higher rates related to our new debt financing with Utica. Non–cash interest expense reflects higher amounts of amortization for deferred loan costs in connection with the LSA.

Income Taxes

For the six months ended September 30, 2014 we recorded a tax benefit of $152,792 as we reclassified losses on an interest rate swap to our statement of operations. We maintain a full valuation allowance on our net deferred tax assets. A valuation allowance must be established for deferred tax assets when it is more likely than not that they 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. We regularly assess the effects resulting from these factors to determine the adequacy of our provision for income taxes.

Our future effective tax rate would be affected if earnings were lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws, regulations, accounting principles, or interpretations thereof.

Net Loss

As a result of the factors described above, our net loss was $1.9 million or $0.08 per share basic and fully diluted respectively, for the six months ended September 30, 2014, compared to a net loss of $2.2 million, or $0.11 per share basic and fully diluted, for the six months ended September 30, 2013.

21

Liquidity and Capital Resources

On May 30, 2014, TechPrecision and Ranor entered into the LSA, with Utica. Pursuant to the LSA, Utica agreed to loan $4.15 million to Ranor under a Credit Loan Note, which is collateralized by a first secured interest in certain machinery and equipment at Ranor.  Payments under the LSA and the Credit Loan Note are due in monthly installments with interest on the unpaid principal balance of the Credit Loan Note at an interest rate equal to 7.5% plus the greater of 3.3% or the six-month LIBOR interest rate, as described in the Credit Loan Note. Ranor’s obligations under the LSA and the Credit Loan Note are guaranteed by TechPrecision.

Pursuant to the LSA, Ranor is subject to certain restrictive covenants which, among other things, restrict Ranor’s ability to (1) declare or pay any dividend or other distribution on its equity, purchase or retire any of its equity, or alter its capital structure; (2) make any loan or guaranty or assume any obligation or liability; (3) default in payment of any debt in excess of $5,000 to any person; (4) sell any of the collateral outside the normal course of business or (5) enter into any transaction that would materially or adversely affect the collateral or Ranor’s ability to repay the obligations under the LSA and the Credit Loan Note.  The restrictions of these covenants are subject to certain exceptions specified in the LSA and in some cases may be waived by written consent of Utica.  Any failure to comply with the covenants outlined in the LSA without waiver by Utica or certain other provisions in the LSA would be an event of default, pursuant to which Utica may accelerate the repayment of the loan.

In connection with the execution of the LSA, the Company paid approximately $0.24 million in fees and associated costs and utilized approximately $2.65 million to pay off debt obligations owed to the Bank, under the Loan Agreement. Additionally, the Company retained approximately $1.27 million for general corporate purposes.

On January 16, 2014, we and the Bank entered into the First Forbearance Agreement, in connection with the Loan Agreement. Under the First Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement until March 31, 2014.

On May 30, 2014, the Company and the Bank entered into the Second Forbearance Agreement. Under the Second Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing retroactively on April 1, 2014 and extending until no later than June 30, 2014.

During the Second Forbearance Period, we agreed to comply with the terms, covenants and provisions in the Loan Agreement and related documents, as amended by the Second Forbearance Agreement.  The Second Forbearance Agreement amends the Loan Agreement to, among other things, prohibit the Company’s Leverage Ratio  (as such term is defined in the Loan Agreement) to be greater than 1.75 to 1.0.  

On July 1, 2014, the Company and the Bank entered into the Third Forbearance Agreement. Under the Third Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on July 1, 2014 and extending until no later than July 31, 2014. The Third Forbearance Agreement expired on its own terms on July 31, 2014.

On August 12, 2014, the Company and the Bank entered into a new forbearance and modification agreement, or the Fourth Forbearance Agreement. Under the Fourth Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on August 1, 2014 and extending until no later than September 30, 2014, or the Fourth Forbearance Period. Under the Fourth Forbearance Agreement we are required to retain a management consultant acceptable to the Bank who will have access to our operations in the U.S. We will have continued to make principal and interest payments pursuant to the terms of the Loan Agreement, as amended by the First Forbearance Agreement, the Second Forbearance Agreement, the Third Forbearance Agreement, and the Fourth Forbearance Agreement. We have not entered into a new forbearance agreement with the Bank after the expiration of the Fourth Forbearance Period.

We were not in compliance with the leverage ratio covenant at September 30, 2014 or at March 31, 2014, as the actual leverage ratio was 4.4 to 1.0 and 3.8 to 1.0, respectively. The Bank has the right to accelerate payment of the debt in full upon 60 days' written notice. As a consequence, we classified $5.3 million and $4.2 million under the Loan Agreement, the Series A Bonds, the Series B Bonds and the LSA, as applicable, as a current liability at September 30, 2014 and March 31, 2014, respectively.

At September 30, 2014, we had cash and cash equivalents of $849,264, of which $15,613 is located in China and may not be able to be repatriated for use in the U.S. without undue cost or expense, if at all. Our cash and cash equivalents total includes $180,000 of restricted cash with the Bank that may be available toward funding operating activities with the Bank’s approval. We have incurred a net loss of $0.6 million and $1.9 million for the three months and six months ended September 30, 2014, respectively.

These factors raise substantial doubt about our ability to continue as a going concern. In order for us to continue operations beyond the next twelve months and be able to discharge our liabilities and commitments in the normal course of business, we must secure long-term financing on terms consistent with our business plans.  

22

The condensed consolidated financial statements for the three and six months ended September 30, 2014, and for the year ended March 31, 2014, were prepared on the basis of a going concern which contemplates that we will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should we be required to liquidate assets. Our ability to satisfy our total current liabilities of $12.0 million at September 30, 2014 and to continue as a going concern is dependent upon the availability of and our ability to timely secure long-term financing and the successful execution of our operating plan. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

In addition, we must increase our backlog and change the composition of our revenues to focus on recurring unit of delivery projects rather than custom first article and prototyping, which, in the past, were not an efficient use of our manufacturing capacity. Also, we must reduce our operating expenses to be in line with current business conditions in order to increase profit margins and decrease the amount of cash used in operations. If successful in changing the composition of revenue and reducing costs, we believe that fiscal 2015 operating results could begin to reflect positive operating cash flows. However, we plan to closely monitor our expenses and, if required, will further reduce operating costs and capital spending to enhance liquidity.

Our failure to obtain new or additional financing could impair our ability to both serve our existing customer base and develop new customers and could result in our failure to continue to operate as a going concern. To the extent that we require new or additional financing, we cannot assure you that we will be able to get such financing on terms equal to or better than the terms of the LSA or the Fourth Forbearance Agreement. If we are unable to raise funds through a credit facility, it may be necessary for us to conduct an offering of debt and/or equity securities on terms which may be disadvantageous to us or have a negative impact on our outstanding securities and the holders of such securities.  In the event of an equity offering, it may be necessary that we offer such securities at a price that is significantly below our current trading levels which may result in substantial dilution to our investors that do not participate in the offering and a new low trading level for our common stock.

Our liquidity is highly dependent on our ability to improve our gross profit and operating income. If we successfully secure an acceptable financing facility and execute on our business plans, then we believe that our available cash, together with additional reductions in operating costs and capital expenditures, will be sufficient to fund our operations, capital expenditures and principal and interest payments under our debt obligations through the next twelve months.

At September 30, 2014 and March 31, 2014, we had negative working capital of $3.6 million and $2.0 million, respectively. Existing cash and proceeds from the LSA with Utica were used to fund operating and investing activities. The following table sets forth the principal changes in the components of our working capital: 

(dollars in thousands)	September 30, 2014		March 31, 2014		Change Amount			Percentage Change
Cash and cash equivalents	$	849	$	1,087	$	(238	)		(22	)%
Accounts receivable, net	$	2,052	$	2,280	$	(228	)		(10	)%
Costs incurred on uncompleted contracts	$	3,911	$	5,258	$	(1,347	)		(26	)%
Inventory - raw materials	$	199	$	293	$	(94	)		(32	)%
Other current assets	$	402	$	461	$	(59	)		(13	)%
Current deferred tax assets	$	991	$	991	$	-			-	%
Accounts payable	$	2,844	$	2,888	$	(44	)		(2	)%
Accrued expenses	$	3,557	$	3,893	$	(336	)		(9	)%
Deferred revenues	$	269	$	1,462	$	(1,193	)		(82	)%
Short-term debt	$	5,301	$	4,170	$	1,131			27	%

The following table summarizes our primary cash flows for the periods presented: 

(dollars in thousands)	September 30, 2014			September 30, 2013			Change Amount
Cash flows provided by (used in):
Operating activities	$	(1,167	)	$	(616	)	$	(551	)
Investing activities		(54	)		(54	)		--
Financing activities		984			(875	)		1,859
Effects of foreign exchange rates on cash		--			2			(2	)
Net decrease in cash and cash equivalents	$	(237	)	$	(1,543	)	$	1,306

23

Operating activities

Cash used in operations for the six months ended September 30, 2014 was $1.2 million compared with cash used in operations of $0.6 million for the six months ended September 30, 2013. Our primary source of cash is from accounts receivable collections when we record net sales, customer advance payments for purchase of materials, and project progress payments. Cash used in operations for the six months ended September 30, 2014 was higher when compared with the six months ended September 30, 2013 primarily due to a decrease in customer advance payments. At September 30, 2014, approximately 55% of our accounts receivable were at risk of not being paid in a timely manner due to a contract dispute with one of our customers. Our cash flows can fluctuate significantly from period to period as the composition of our receivables collections mix changes between advance payments and customer payments made after shipment of finished goods.

Investing activities

The six month period ended September 30, 2014 and 2013 were marked by cash outflows for capital spending for new equipment of $54,096 and $53,941, respectively.

Financing activities

On May 30, 2014, TechPrecision and Ranor entered into the LSA with Utica. Utica agreed to loan $4.15 million to Ranor under a Credit Loan Note, which is collateralized by a first secured interest in certain machinery and equipment at Ranor.  In connection with the execution of the LSA, the Company paid approximately $2.65 million to pay off debt obligations owed to the Bank under the February 2006 Loan Agreement. The remaining proceeds from the debt were used to fund our operations and investing activities. For the six months ended September 30, 2014, we used cash of $0.38 million to make principal payments on our outstanding debt and $0.1 million to make payments to outside advisors to help the Company raise new capital.

All of the above activity resulted in a net decrease in cash for the six months ended September 30, 2014 of $0.2 million, compared with a net decrease in cash of $1.5 million for the six months ended September 30, 2013. We have no off-balance sheet assets or liabilities.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of September 30, 2014, we carried out an evaluation, under the supervision and with the participation of management, including our  executive chairman and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act. Based on the evaluation, our executive chairman and chief financial officer have concluded that, as of September 30, 2014, our disclosure controls and procedures and internal control over financial reporting were not effective because of the material weakness described in Item 9A of our Annual Report on Form 10-K for the year ended March 31, 2014 as filed with the SEC on July 15, 2014, or the 2014 Form 10-K.

Disclosure controls and procedures are designed with the objective of ensuring that (i) information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) information is accumulated and communicated to management, including our executive chairman and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

We are making progress remediating the material weakness identified in the 2014 Form 10-K which is described in the next section. Notwithstanding the material weakness described in Item 9A of the 2014 Form 10-K, we believe our condensed consolidated statements presented in this Quarterly Report on Form 10-Q fairly represent, in all material respects, our financial position, results of operations and cash flows for all periods presented herein.

Changes in Internal Controls

Except as identified below, there has been no change to our internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the six months ended September 30, 2014, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. During the six months ended September 30, 2014 we continued to monitor our control environment and improve manual controls that support our financial reporting process by providing guidelines for account reconciliations and enhancing documentation to support sub-ledger account reconciliations. As we continue to remediate the material weakness described above and in Item 9A of the 2014 Form 10-K, we will determine the appropriate complement of corporate and divisional accounting personnel required to consistently operate management review controls.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On October 6, 2014, GT Advanced Technologies, Inc., or GTAT, together with certain of its direct and indirect subsidiaries, commenced voluntary cases under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire.   GTAT’s bankruptcy filing causes an automatic stay in any arbitration proceedings in which GTAT is involved, including the arbitration proceeding with Ranor, Inc., or the Ranor arbitration, as previously described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the Securities and Exchange Commission on July 15, 2014 and August 18, 2014, respectively.  The automatic stay results in the American Arbitration Association suspending administration of the Ranor Arbitration and the Company’s claim in the Ranor Arbitration is now considered an unsecured creditor claim within GTAT’s overall bankruptcy proceedings.

24

Item 1A. Risk Factors

Except for the risk factor below, which supplements the risk factors discussed in Part I, "Item 1A. Risk Factors," in the 2014 Form 10-K, there have been no material changes to the risk factors discussed in Part I, "Item 1A. Risk Factors," in the 2014 Form 10-K.  You should carefully consider the risks described in this Form 10-Q and the 2014 Form 10-K which could materially affect our business, financial condition or future results.  The risks described in this Form 10-Q and the 2014 Form 10-K are not the only risks we face.  Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.  If any of the risks actually occur, our business, financial condition and/or results of operations could be negatively affected.

We require additional capital to fund our operations. In the event that we determine that we are unable to secure additional funding when required, we may need to downsize or wind down our operations through liquidation, bankruptcy or a sale of our assets.

As of September 30, 2014, we had $0.8 million of cash and cash equivalents. Our cash flows can fluctuate significantly from period to period as the composition of our receivables collections mix changes between advance payments for materials and customer payments made after shipment of finished goods. Assuming no additional debt or equity financing is consummated, we believe that our existing cash and cash equivalents and expected revenue from operations may not be sufficient to meet our operating and capital requirements through the near-term, although changes in our business, whether or not initiated by us, may cause us to deplete such cash and cash equivalents available to us at a quicker rate. We must obtain additional financing in order to continue our operations beyond the near-term. There are no assurances that funding will be available when we need it on terms that we find favorable, if at all. If we are unable to secure additional financing on terms acceptable to us and on a timely basis, we may seek stockholder approval to dissolve or we may file for, or be forced to resort to, bankruptcy protection. Any decision to seek stockholder approval to dissolve or to file for, or be forced to resort to bankruptcy protection, may occur at any point during the near-term. In addition, if we raise additional capital by issuing equity securities, our existing stockholders’ percentage ownership will be reduced and they may experience substantial dilution. We may also issue equity securities that provide for rights, preference and privileges senior to those of our common stock. If we raise additional funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of our common stock and our preferred stock, and the terms of the debt securities issued could impose significant restrictions on our operations. If adequate funds are not available or are not available on acceptable terms, our ability to fund our operations, take advantage of opportunities, and otherwise respond to competitive pressures could be significantly delayed or limited, and we may need to downsize or halt our operations.

Item 6. Exhibits

Exhibit No.	Description
4.1	Forbearance and Modification Agreement, dated July 1, 2014, by and among the Registrant, Ranor, Inc. and Santander Bank, N.A. (Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on July 8, 2014 and incorporated herein by reference).
4.2	Separation, Severance, and Release Agreement, dated July 12, 2014, between the Registrant and Robert Francis (Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 18, 2014 and incorporated herein by reference).
4.3	Forbearance and Modification Agreement, dated August 12, 2014, by and among the Registrant, Ranor, Inc. and Santander Bank N.A. (Exhibit 4.5 to the Registrant’s Quarterly Report on Form 10-Q filed on August 18, 2014 and incorporated herein by reference).
31.1	Rule 13a-14(a) certification of chief executive officer.
31.2	Rule 13a-14(a) certification of chief financial officer.
32.1	Section 1350 certification of chief executive and chief financial officers.
101.INS	101.INS XBRL Instance Document
101.SCH 101.CAL 101.LAB 101.PRE 101.DEF	101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Labels Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document

25

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 thereunto duly authorized.

	TECHPRECISION CORPORATION (Registrant)
Dated:  November 14, 2014		/s/ Richard F. Fitzgerald
		Richard F. Fitzgerald Chief Financial Officer (duly authorized officer and principal financial officer)

26

EXHIBIT INDEX

Exhibit No.	Description
31.1	Rule 13a-14(a) certification of chief executive officer
31.2	Rule 13a-14(a) certification of chief financial officer
32.1	Section 1350 certification of chief executive and chief financial officers
101.INS	101.INS XBRL Instance Document
101.SCH 101.CAL 101.LAB 101.PRE 101.DEF	101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.LAB XBRL Taxonomy Extension Labels Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document

27

EX-31.1

 Exhibit 31.1

CERTIFICATION

I, Leonard M. Anthony, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TechPrecision Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: November 14, 2014	/s/ Leonard M. Anthony
	Leonard M. Anthony

28

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Richard F. Fitzgerald, certify that:

1. I have reviewed this quarterly report on Form 10-Q of TechPrecision Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: November 14, 2014			/s/ Richard F. Fitzgerald
			Richard F. Fitzgerald

29

EX-32.1

 Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TechPrecision Corporation (Company) on Form 10-Q for the three months ended September 30, 2014, as filed with the Securities and Exchange Commission on the date hereof (Report), I, Leonard M. Anthony, the Executive Chairman, and I, Richard F. Fitzgerald, the Chief Financial Officer of the Company, do hereby certify pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: November 14, 2014	/s/ Leonard M. Anthony
	Leonard M. Anthony
Dated: November 14, 2014	/s/ Richard F. Fitzgerald
	Richard F. Fitzgerald

30

XML

OTHER CURRENT ASSETS (Details) (USD $)	Sep. 30, 2014	Mar. 31, 2014
OTHER CURRENT ASSETS
Payments advanced to suppliers	$ 160,860	$ 196,534
Prepaid insurance	134,243	229,727
Collateral deposits	76,852
Other	30,290	34,984
Total	$ 402,245	$ 461,245

XML

SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 item	Sep. 30, 2013	Mar. 31, 2014
SEGMENT INFORMATION
Number of operating segments			1
SEGMENT INFORMATION
Net Sales	$ 4,570,711	$ 5,195,795	$ 10,801,052	$ 12,292,487	$ 21,068,063
Property, Plant and Equipment, Net	6,116,040		6,116,040		6,489,212
United States
SEGMENT INFORMATION
Net Sales			10,006,945	12,075,203
Property, Plant and Equipment, Net	6,115,565		6,115,565		6,485,491
China
SEGMENT INFORMATION
Net Sales			794,107	217,284
Property, Plant and Equipment, Net	$ 475		$ 475		$ 3,721

XML

STOCK BASED COMPENSATION (Details) (USD $)	6 Months Ended	12 Months Ended	6 Months Ended		0 Months Ended
	Sep. 30, 2014	Mar. 31, 2014	Sep. 30, 2014 Director	Sep. 30, 2014 Director Minimum item	Jun. 13, 2013 Non-employee directors item
Share based compensation
Number of directors on a committee to administer the plan				2
Maximum number of shares authorized to be issued	3,300,000
Options granted (in shares)	50,000		50,000		200,000
Annual grants (in shares)			10,000
Exercise price of shares granted (in dollars per share)	$ 0.620				$ 0.67
Vesting period					10 years
Number of equal annual installments in which options will vest					3
Assumption used in valuation of stock options
Yield term of U.S. Treasury issues on which risk free interest rate is based	5 years
Volatility rate, minimum (as a percent)	125.00%
Volatility rate, maximum (as a percent)	134.00%
Risk free interest rate, minimum (as a percent)	1.39%
Risk free interest rate, maximum (as a percent)	1.71%
Expected term	6 years
Additional general disclosure
Common stock available for grant under plan (in shares)	1,697,006
Number Of Options
Outstanding at the beginning of the period (in shares)	1,355,500
Granted (in shares)	50,000		50,000		200,000
Forfeited (in shares)	(200,000)
Outstanding at the end of the period (in shares)	1,205,500	1,355,500
Vested or expected to vest at the end of the period (in shares)	1,205,500
Exercisable at the end of the period (in shares)	860,499
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 1.014
Granted (in dollars per share)	$ 0.620				$ 0.67
Forfeited (in dollars per share)	$ 0.678
Outstanding at the end of the period (in dollars per share)	$ 1.028	$ 1.014
Vested or expected to vest at the end of the period (in dollars per share)	$ 1.028
Exercisable at the end of the period (in dollars per share)	$ 1.112
Aggregate Intrinsic Value
Outstanding at the end of the period		$ 329,025
Weighted Average Remaining Contractual Life
Outstanding at the end of the period	6 years 6 months 22 days	7 years 3 months 26 days
Vested or expected to vest at the end of the period	6 years 6 months 22 days
Exercisable at the end of the period	6 years 3 months 11 days
Additional information on stock options
Unrecognized compensation cost related to stock options	140,542
Period of recognition of unrecognized compensation expense	21 months
Fair value of shares vested	$ 178,685
Stock options outstanding but not vested, Number of Options
Outstanding at the beginning of the period (in shares)	621,333
Granted (in shares)	50,000		50,000		200,000
Vested (in shares)	(178,665)
Forfeited (in shares)	(116,667)
Expired (in shares)	(31,000)
Outstanding at the end of the period (in shares)	345,001	621,333
Stock options outstanding but not vested, Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)		$ 0.967
Granted (in dollars per share)	$ 0.620				$ 0.67
Vested (in dollars per share)	$ 1.000
Forfeited (in dollars per share)	$ 0.678
Expired (in dollars per share)	$ 1.960
Outstanding at the end of the period (in dollars per share)	$ 0.877

XML

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS (Tables) (Customer Concentration Risk)

6 Months Ended

Sep. 30, 2014

Receivable balance

Concentration of credit risk and major customers

Schedule of concentration of risk by factors

	September 30, 2014				March 31, 2014
Customer	Dollars		Percent		Dollars		Percent
A	$	1,149,948	56	%	$	255,360	11	%
B	$	318,167	16	%	$	*	*
C	$	*	*		$	750,146	33	%
D	$	*	*		$	312,576	14	%

*customer total is less than 10%

Net sales

Concentration of credit risk and major customers

Schedule of concentration of risk by factors

	September 30, 2014				September 30, 2013
Customer	Dollars		Percent		Dollars		Percent
A	$	3,000,494	28	%	$	2,991,169	24	%
B	$	1,762,985	16	%	$	*	*	%
C	$	1,176,129	11	%	$	*	*	%

*customer total is less than 10%

XML

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Sep. 30, 2014

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of TechPrecision, WCMC and Ranor. Intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of September 30, 2014, the condensed consolidated statements of operations and comprehensive loss for the three and six month periods ended September 30, 2014 and 2013, and the condensed consolidated statements of cash flows for the six months ended September 30, 2014 and 2013 are unaudited, but in the opinion of management, include all adjustments that are necessary for a fair presentation of our financial statements for interim periods in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. All adjustments are of a normal, recurring nature, except as otherwise disclosed. The results of operations for an interim period are not necessarily indicative of the results of operations to be expected for the fiscal year.

The Notes to Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for Quarterly Reports on Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements and related notes should be read in conjunction with our consolidated financial statements included with our Annual Report on Form 10-K, or 2014 Form 10-K, filed with the SEC for the year ended March 31, 2014.

XML

EARNINGS PER SHARE (EPS) (Details) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Basic EPS
Net loss	$ (648,770)	$ (818,670)	$ (1,919,839)	$ (2,242,575)
Weighted average number of shares outstanding	24,669,958	19,956,871	24,336,018	19,956,871
Basic loss per share (in dollars per share)	$ (0.03)	$ (0.04)	$ (0.08)	$ (0.11)
Diluted EPS
Net loss	$ (648,770)	$ (818,670)	$ (1,919,839)	$ (2,242,575)
Diluted weighted average shares	24,669,958	19,956,871	24,336,018	19,956,871
Diluted loss per share (in dollars per share)	$ (0.03)	$ (0.04)	$ (0.08)	$ (0.11)
Antidilutive securities excluded from computation of earnings per share amount (in shares)	2,105,467	5,011,341	2,491,658	5,359,626

XML

DEBT (Details) (USD $)	3 Months Ended	6 Months Ended		0 Months Ended		6 Months Ended			0 Months Ended					0 Months Ended		0 Months Ended	6 Months Ended			0 Months Ended		6 Months Ended		0 Months Ended		6 Months Ended		0 Months Ended				1 Months Ended	6 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014	Mar. 31, 2014	Jan. 16, 2014 First Debt Forbearance and Modification Agreement	May 30, 2014 Maximum Second Forbearance Agreement	Sep. 30, 2014 MLSA	Mar. 31, 2014 MLSA	Jan. 03, 2011 MLSA item	May 30, 2014 LSA	Dec. 30, 2010 Bonds financing	Sep. 30, 2014 MDFA Series A Bonds due January 2021	Mar. 31, 2014 MDFA Series A Bonds due January 2021	Dec. 30, 2010 MDFA Series A Bonds due January 2021	Jan. 16, 2014 MDFA Series A Bonds due January 2021 First Debt Forbearance and Modification Agreement	Sep. 30, 2014 MDFA Series A Bonds due January 2021 First Debt Forbearance and Modification Agreement	Dec. 30, 2010 MDFA Series A Bonds due January 2021 Ranor, Inc. sqft	Sep. 30, 2014 MDFA Series A Bonds due January 2021 LSA	Mar. 31, 2014 MDFA Series B Bonds due January 2018	Dec. 30, 2010 MDFA Series B Bonds due January 2018	Jan. 16, 2014 MDFA Series B Bonds due January 2018 First Debt Forbearance and Modification Agreement	Sep. 30, 2014 MDFA Series B Bonds due January 2018 First Debt Forbearance and Modification Agreement	Sep. 30, 2014 MDFA Series B Bonds due January 2018 LSA	Sep. 30, 2014 Credit Loan Note due November 2018	May 30, 2014 Credit Loan Note due November 2018 LSA	May 30, 2014 Credit Loan Note due November 2018 LSA	Sep. 30, 2014 Loan agreement with bank	Mar. 31, 2014 Loan agreement with bank	Jan. 16, 2014 Loan agreement with bank First Debt Forbearance and Modification Agreement	May 30, 2014 Loan agreement with bank LSA	Sep. 30, 2014 Loan Agreement, Series A Bonds, and LSA	Mar. 31, 2014 Loan Agreement, Series A Bonds, and LSA	Apr. 30, 2012 Long-term obligations under capital leases	Sep. 30, 2014 Long-term obligations under capital leases	Dec. 31, 2013 Long-term obligations under capital leases	Mar. 31, 2014 Long-term obligations under capital leases
Debt and capital lease obligations
Total short-term debt	$ 5,300,945	$ 5,300,945	$ 4,169,771								$ 1,447,261	$ 3,559,375						$ 599,634					$ 3,842,593										$ 11,091		$ 10,762
Long-term obligations under capital leases	32,399	32,399	38,071
Total debt	5,333,344	5,333,344	4,207,842
Stated interest rate to be used as variable interest basis																									7.50%
Percentage of sum of variable rate and basis spread used to calculate interest rate						65.00%
Variable interest basis						one month LIBOR																		six-month LIBOR
Interest margin (as a percent)						5.75%																		3.30%
Maximum amount of debt that can be defaulted									5,000
Fees and associated costs									240,000
Repayment of debt														445,671			2,000,000					576,419						394,329	2,650,000
Loan proceeds retained for general corporate purposes									1,270,000
Reimbursement of appraisal costs due to the bank				11,240
Increase in interest rate (as a percent)														2.00%						2.00%
Increase (Decrease) in Cash Collateral for Borrowed Securities				840,000
Restricted cash collateral deposit applied to pay off obligation under the forbearance agreement				840,000
Forbearance fees (as a percent)				3.00%
Amount of forbearance fee payable in installments				128,433
Leverage ratio covenant					1.75
Actual leverage ratio																										4.4	3.81
Interest rate (as a percent)															6.10%						5.60%
Breakage fee																						29,448
Period of written notice to accelerate payment of the debt in full in case of default																										60 days
Aggregate principal amount										6,200,000			4,250,000						1,950,000						4,150,000					5,300,000	4,200,000
Other comprehensive income loss reclassifications for cash flow hedges	219,359	248,464				248,464
Outstanding fair value interest rate swaps	196,096	196,096	231,783			271,168	196,096
Effective interest rate at end of period (as a percent)						4.49%
Amounts reclassified as a current liability due to default, under the loan and security agreement																											4,200,000			5,300,000
Area of land financed for expansion (in square feet)																19,500
Number of interest rate swap transactions								2
Amount of the lease recorded in property, plant and equipment, net																																	40,654		46,420
Capital lease term																																63 months
Capital lease term extension																																		9 months
Capital lease interest rate (as a percent)																																		6.00%
Capital lease monthly payment																																	$ 1,117	$ 860

XML

PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Mar. 31, 2014
PROPERTY, PLANT AND EQUIPMENT
Total property, plant and equipment	$ 12,380,507		$ 12,380,507		$ 12,326,412
Less: accumulated depreciation	(6,264,467)		(6,264,467)		(5,837,200)
Total property, plant and equipment, net	6,116,040		6,116,040		6,489,212
Depreciation expense	211,751	220,604	427,267	469,044
Land
PROPERTY, PLANT AND EQUIPMENT
Total property, plant and equipment	110,113		110,113		110,113
Building and improvements
PROPERTY, PLANT AND EQUIPMENT
Total property, plant and equipment	3,261,680		3,261,680		3,261,680
Machinery equipment, furniture and fixtures
PROPERTY, PLANT AND EQUIPMENT
Total property, plant and equipment	8,943,146		8,943,146		8,889,051
Equipment under capital leases
PROPERTY, PLANT AND EQUIPMENT
Total property, plant and equipment	$ 65,568		$ 65,568		$ 65,568

XML

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Mar. 31, 2014
Concentration of credit risk and major customers
Accounts receivable balance	$ 2,051,843		$ 2,051,843		$ 2,280,469
Net sales	4,570,711	5,195,795	10,801,052	12,292,487	21,068,063
Receivable balance | Customer Concentration Risk
Concentration of credit risk and major customers
Number of major customers			4
Concentration risk percentage			72.00%
Receivable balance | Customer Concentration Risk | Customer A
Concentration of credit risk and major customers
Accounts receivable balance	1,149,948		1,149,948		255,360
Concentration risk percentage			56.00%		11.00%
Receivable balance | Customer Concentration Risk | Customer B
Concentration of credit risk and major customers
Accounts receivable balance	318,167		318,167
Concentration risk percentage			16.00%
Receivable balance | Customer Concentration Risk | Customer C
Concentration of credit risk and major customers
Accounts receivable balance					750,146
Concentration risk percentage					33.00%
Receivable balance | Customer Concentration Risk | Customer D
Concentration of credit risk and major customers
Accounts receivable balance					312,576
Concentration risk percentage					14.00%
Net sales | Customer Concentration Risk | Customer A
Concentration of credit risk and major customers
Net sales			3,000,494	2,991,169
Concentration risk percentage			28.00%	24.00%
Net sales | Customer Concentration Risk | Customer B
Concentration of credit risk and major customers
Net sales			1,762,985
Concentration risk percentage			16.00%
Net sales | Customer Concentration Risk | Customer C
Concentration of credit risk and major customers
Net sales			$ 1,176,129
Concentration risk percentage			11.00%

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RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Sep. 30, 2014

RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

NOTE 3 – RECENTLY ISSUED AND ADOPTED ACCOUNTING PRONOUNCEMENTS

In August, 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a going Concern.   The Amendments in ASU 2014-15 are intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating ASU 2014-15 to determine the impact on the Company’s consolidated financial statements and related disclosures.

In June, 2014, the FASB issued ASU No. 2014-12, Compensation — Stock Compensation (Topic 718)- Accounting for Share-based Payments when Terms of an award Provide That a Performance Target Could be Achieved after the Requisite Service Period.   The Amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. We are currently evaluating ASU 2014-12 to determine the impact on the Company’s consolidated results of operations, financial position and cash flows.

In May 2014, the FASB and the International Accounting Standards Board (IASB) issued, ASU 2014-09 (Topic 606) Revenue from Contracts with Customers. The guidance converges final standards on revenue recognition between the FASB and IASB providing a framework on addressing revenue recognition issues and, upon its effective date, replaces almost all existing revenue recognition guidance, including industry-specific guidance, in current U.S. generally accepted accounting principles. The ASU is effective for annual reporting periods beginning after December 15, 2016. We are currently evaluating ASU 2014-09 to determine the impact it may have on our current practices.

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INCOME TAXES (Details) (USD $)	3 Months Ended	6 Months Ended
	Sep. 30, 2014	Sep. 30, 2014
INCOME TAXES
Income tax expense (benefit)	$ (152,792)	$ (152,792)
Federal net operating loss carry-forward	$ 7,600,000	$ 7,600,000

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OTHER NONCURRENT ASSETS (Tables)

6 Months Ended

Sep. 30, 2014

OTHER NONCURRENT ASSETS

Schedule of other noncurrent assets

	September 30, 2014			March 31, 2014
Deferred loan costs	$	415,753		$	105,395
Deferred loan costs, amortization of	(126,320		)	—
Total	$	289,433		$	105,395

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OTHER CURRENT ASSETS (Tables)

6 Months Ended

Sep. 30, 2014

OTHER CURRENT ASSETS

Schedule of other current assets

	September 30, 2014		March 31, 2014
Payments advanced to suppliers	$	160,860	$	196,534
Prepaid insurance	134,243		229,727
Collateral deposit	76,852		—
Other	30,290		34,984
Total	$	402,245	$	461,245

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PROFIT SHARING PLAN (Details) (Ranor, Inc., USD $)	6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Ranor, Inc.
PROFIT SHARING PLAN
Eligibility for employer matching contributions, period of service	90 days
Matching contributions made by the company	$ 4,234	$ 10,703

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ACCRUED EXPENSES (Tables)

6 Months Ended

Sep. 30, 2014

ACCRUED EXPENSES

Schedule of accrued expenses

	September 30, 2014		March 31, 2014
Accrued compensation	$	612,371	$	320,419
Interest rate swaps market value	196,096		231,783
Provision for contract losses	2,682,498		3,259,103
Other	66,064		81,723
Total	$	3,557,029	$	3,893,028

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DEBT (Tables)

6 Months Ended

Sep. 30, 2014

DEBT

Schedule of outstanding debt obligations

	September 30, 2014		March 31, 2014
Debt obligations outstanding were classified as of:
Credit Loan Note due November 2018	$	3,842,593	$	—
MDFA Series A Bonds due January 2021	1,447,261		3,559,375
MDFA Series B Bonds due January 2018	—		599,634
Obligations under capital leases	11,091		10,762
Total Short-term debt	$	5,300,945	$	4,169,771
Long-term obligations under capital leases	32,399		38,071
Total Debt	$	5,333,344	$	4,207,842

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SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Sep. 30, 2014

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements include the accounts of TechPrecision, WCMC and Ranor. Intercompany transactions and balances have been eliminated in consolidation. The accompanying condensed consolidated balance sheet as of September 30, 2014, the condensed consolidated statements of operations and comprehensive loss for the three and six month periods ended September 30, 2014 and 2013, and the condensed consolidated statements of cash flows for the six months ended September 30, 2014 and 2013 are unaudited, but in the opinion of management, include all adjustments that are necessary for a fair presentation of our financial statements for interim periods in accordance with U.S. Generally Accepted Accounting Principles, or U.S. GAAP. All adjustments are of a normal, recurring nature, except as otherwise disclosed. The results of operations for an interim period are not necessarily indicative of the results of operations to be expected for the fiscal year.

The Notes to Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC, for Quarterly Reports on Form 10-Q. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These unaudited financial statements and related notes should be read in conjunction with our consolidated financial statements included with our Annual Report on Form 10-K, or 2014 Form 10-K, filed with the SEC for the year ended March 31, 2014.

Significant Accounting Policies

Our significant accounting policies are set forth in detail in Note 2 to the 2014 Form 10-K.

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STOCK BASED COMPENSATION (Tables)

6 Months Ended

Sep. 30, 2014

STOCK BASED COMPENSATION

Summary of information about options for the most recent annual income statements presented

	Number Of		Weighted Average		Aggregate Intrinsic		Weighted Average Remaining Contractual Life
	Options		Exercise Price		Value		(in years)
Outstanding at 3/31/2014	1,355,500		$	1.014	$	329,025	7.32
Granted	50,000		$	0.620	—		—
Forfeited	(200,000	)	$	0.678	—		—
Outstanding at 9/30/2014	1,205,500		$	1.028	$	—	6.56
Vested or expected to vest 9/30/2014	1,205,500		$	1.028	$	—	6.56
Exercisable at 9/30/2014	860,499		$	1.112	$	—	6.28

Summary of activity of stock options outstanding but not vested

	Number of Options		Weighted Average
Outstanding at 3/31/2014	621,333		$	0.967
Granted	50,000		$	0.620
Vested	(178,665	)	$	1.000
Forfeited	(116,667	)	$	0.678
Expired	(31,000	)	$	1.960
Outstanding at 9/30/2014	345,001		$	0.877

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OTHER NONCURRENT ASSETS (Details) (USD $)	Sep. 30, 2014	Mar. 31, 2014
OTHER NONCURRENT ASSETS
Deferred loan costs	$ 415,753	$ 105,395
Deferred loan costs, amortization of	(126,320)
Other Assets, Noncurrent, Total	$ 289,433	$ 105,395

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CONSOLIDATED BALANCE SHEETS (USD $)	Sep. 30, 2014	Mar. 31, 2014
Current assets:
Cash and cash equivalents	$ 849,264	$ 1,086,701
Accounts receivable, less allowance for doubtful accounts of $25,010 in 2014 and 2013	2,051,843	2,280,469
Costs incurred on uncompleted contracts, in excess of progress billings	3,910,821	5,258,002
Inventories- raw materials	198,536	293,326
Income taxes receivable	8,062	8,062
Current deferred taxes	991,096	991,096
Other current assets	402,245	461,245
Total current assets	8,411,867	10,378,901
Property, plant and equipment, net	6,116,040	6,489,212
Other noncurrent assets, net	289,433	105,395
Total assets	14,817,340	16,973,508
Current liabilities:
Accounts payable	2,843,494	2,888,385
Accrued expenses	3,557,029	3,893,028
Deferred revenues	268,925	1,461,689
Debt	5,300,945	4,169,771
Total current liabilities	11,970,393	12,412,873
Long-term obligations under capital lease	32,399	38,071
Noncurrent deferred taxes	991,096	991,096
Commitments and contingent liabilities (see Note 16)
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 1,927,508 and 2,477,508 shares issued and outstanding at September 30 and March 31, 2014; (liquidation preference of $549,340 and $706,090 at September 30 and March 31, 2014)	524,210	644,110
Common stock - par value $.0001 per share, 90,000,000 shares authorized, with 24,669,958 and 23,951,004 shares issued and outstanding at September 30, 2014 and March 31, 2014, respectively.	2,467	2,395
Additional paid in capital	6,357,823	6,105,211
Accumulated other comprehensive income (loss)	23,942	(55,097)
Accumulated deficit	(5,084,990)	(3,165,151)
Total stockholders' equity	1,823,452	3,531,468
Total liabilities and stockholders' equity	$ 14,817,340	$ 16,973,508

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CAPITAL STOCK (Details) (USD $)	1 Months Ended	6 Months Ended
	Dec. 31, 2009	Sep. 30, 2014 item	Mar. 31, 2014
Capital stock
Number of authorized shares		10,000,000	10,000,000
Shares converted into common stock		550,000
Number of shares of common stock issued for converted preferred stock		718,954
Number of authorized common shares		90,000,000	90,000,000
Number of outstanding common shares		24,669,958	23,951,004
Minimum
Capital stock
Number of series of preferred stock		1
Series A Convertible Preferred Stock
Capital stock
Number of series of preferred stock		1
Conversion ratio prior to adjustment	1
Conversion ratio	1.3072
Effective conversion price (in dollars per share)	$ 0.218
Number of shares of common stock issuable upon conversion of convertible preferred stock		2,519,638	3,238,598
Required price per share upon liquidation		$ 0.285
Shares converted into common stock		550,000
Number of shares of common stock issued for converted preferred stock		718,954
Shares outstanding		1,927,508	2,477,508

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (1,919,839)	$ (2,242,575)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	553,587	478,902
Stock based compensation expense	132,784	214,287
Loss on interest rate swaps	49,544
Provision for contract losses	(576,605)	1,427,803
Changes in operating assets and liabilities:
Accounts receivable	228,636	1,644,073
Costs incurred on uncompleted contracts, in excess of progress billings	1,347,181	(765,743)
Inventories - raw materials	94,787	1,283
Other current assets	58,999	180,499
Other noncurrent assets	(169,316)
Accounts payable	(44,849)	(1,295,237)
Accrued expenses	270,054	(682,920)
Deferred revenues	(1,192,764)	423,547
Net cash provided by operating activities	(1,167,801)	(616,081)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment	(54,096)	(53,941)
Net cash used in investing activities	(54,096)	(53,941)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings of debt	4,150,000
Repayment of debt	(3,024,498)	(875,278)
Deferred loan costs	(141,041)
Net cash provided by (used in) financing activities	984,461	(875,278)
Effect of exchange rate on cash and cash equivalents	(1)	1,950
Net decrease in cash and cash equivalents	(237,437)	(1,543,350)
Cash and cash equivalents, beginning of period	1,086,701	3,075,376
Cash and cash equivalents, end of period	849,264	1,532,026
Cash paid during the period for:
Interest	281,177	127,306
SUPPLEMENTAL INFORMATION - NONCASH INVESTING AND FINANCING TRANSACTIONS:
Number of shares of common stock issued for converted preferred stock	718,954
Shares converted into common stock	550,000
Liability recorded for fair value of an interest rate swap contract in connection with a tax exempt bond		271,168
Tax on liability recorded for fair value of an interest rate swap contract in connection with a tax exempt bond		$ 0

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EARNINGS PER SHARE (EPS) (Tables)

6 Months Ended

Sep. 30, 2014

EARNINGS PER SHARE (EPS)

Schedule of reconciliation of the numerators and denominators reflected in the basic and diluted loss per share computations

	Three Months ended September 30, 2014			Three Months ended September 30, 2013			Six Months ended September 30, 2014			Six Months ended September 30, 2013
Basic EPS
Net Loss	$	(648,770	)	$	(818,670	)	$	(1,919,839	)	$	(2,242,575	)
Weighted average number of shares outstanding	24,669,958			19,956,871			24,336,018			19,956,871
Basic loss per share	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)
Diluted EPS
Net Loss	$	(648,770	)	$	(818,670	)	$	(1,919,839	)	$	(2,242,575	)
Dilutive effect of stock options, warrants and preferred stock	—			—			—			—
Diluted weighted average shares	24,669,958			19,956,871			24,336,018			19,956,871
Diluted loss per share	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)

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COMMITMENTS

6 Months Ended

Sep. 30, 2014

COMMITMENTS

COMMITMENTS

NOTE 16 – COMMITMENTS

On July 14, 2014, we entered into a separation, severance and release agreement, or the Separation Agreement, with Robert Francis, who served as President and General Manager of Ranor until June 23, 2014.  The Separation Agreement amends Mr. Francis’ existing Employment Agreement, dated January 27, 2012.  Pursuant to the Separation Agreement, Mr. Francis will provide transition services as a consultant to the Company and will be paid an amount equal to $19,166.66 on a monthly basis for three months.  Mr. Francis’ other benefits, including health and medical benefits, under the Employment Agreement were discontinued after June 23, 2014. At September 30, 2014 we still owed $9,583 under the Separation Agreement.

We have employment agreements with our executive officers. Such agreements provide for minimum salary levels, adjusted annually, as well as for incentive bonuses that are payable if specified company goals are attained. The aggregate annual commitment at September 30, 2014 for future compensation during the next twelve months, excluding bonuses, was approximately $0.9 million.

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DESCRIPTION OF BUSINESS (Details) (USD $)	3 Months Ended		6 Months Ended				0 Months Ended		6 Months Ended			0 Months Ended		6 Months Ended		0 Months Ended	12 Months Ended	0 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 item	Sep. 30, 2013	Mar. 31, 2014	Mar. 31, 2013	May 30, 2014 LSA	May 30, 2014 Second Forbearance Agreement Maximum	Sep. 30, 2014 Fourth Forbearance Agreement	Sep. 30, 2014 Loan Agreement, Series A Bonds, and LSA	Mar. 31, 2014 Loan Agreement, Series A Bonds, and LSA	May 30, 2014 Credit Loan Note due November 2018 LSA	May 30, 2014 Credit Loan Note due November 2018 LSA	Sep. 30, 2014 Loan agreement with bank	Mar. 31, 2014 Loan agreement with bank	May 30, 2014 Loan agreement with bank LSA	Mar. 31, 2014 Loan agreement with bank First Forbearance Agreement	Sep. 30, 2014 Loan agreement with bank Fourth Forbearance Agreement
DESCRIPTION OF BUSINESS
Number of industry groups in which products are sold			3
Period of written notice to accelerate payment of the debt in full in case of default														60 days			60 days	60 days
Amounts reclassified as a current liability due to default, under the loan and security agreement										$ 5,300,000					$ 4,200,000
Amount borrowed										5,300,000	4,200,000		4,150,000
Stated interest rate to be used as variable interest basis													7.50%
Percentage of sum of variable rate and basis spread used to calculate interest rate									65.00%
Interest margin (as a percent)									16.00%			3.30%
Variable interest basis									one month LIBOR			six-month LIBOR
Maximum amount of debt that can be defaulted							5,000
Fees and associated costs							240,000
Repayment of debt																2,650,000
Loan proceeds retained for general corporate purposes							1,270,000
Percentage of accounts receivable at risk of timely payment due to contract dispute			55.00%
Contract loss provision	2,682,498		2,682,498		3,259,103
Percentage of work in progress at risk of timely payment due to contract dispute			24.00%
Number of customer in contact dispute			1
Leverage ratio covenant								1.75
Actual leverage ratio														4.4	3.81
Operating losses	(648,770)	(818,670)	(1,919,839)	(2,242,575)
Cash and cash equivalents	849,264	1,532,026	849,264	1,532,026	1,086,701	3,075,376
Cash deposits located in China, which may not be able to be repatriated for use in the U.S. without undue cost or expense	15,613		15,613
Total current liabilities	11,970,393		11,970,393		12,412,873
Restricted cash with the Bank that could be used toward satisfying obligation under the loan agreement	$ 180,000		$ 180,000

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SUBSEQUENT EVENTS

6 Months Ended

Sep. 30, 2014

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

NOTE 18 – SUBSEQUENT EVENTS

On October 6, 2014, GT Advanced Technologies, Inc., or GTAT, together with certain of its direct and indirect subsidiaries, commenced voluntary cases under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire.   GTAT’s bankruptcy filing causes an automatic stay in any arbitration proceedings in which GTAT is involved, including the arbitration proceeding with Ranor, Inc., or the Ranor arbitration, as previously described in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2014, filed with the Securities and Exchange Commission on July 15, 2014 and August 18, 2014, respectively.  The automatic stay results in the American Arbitration Association suspending administration of the Ranor Arbitration and the Company’s claim in the Ranor Arbitration is now considered an unsecured creditor claim within GTAT’s overall bankruptcy proceedings.

While any payments to the Company as a result of the claim by Ranor were not certain prior to the GTAT bankruptcy, as a result of the GTAT bankruptcy, the timing of any determination in the Ranor Arbitration is uncertain and there is a significant risk that even if the Ranor Arbitration is settled or decided in favor of the Company, GTAT will not have the ability to make any award payments to the Company.  In light of such uncertainty, the Company is continuing to explore various financing alternatives to enhance the Company’s financial position and ensure the Company’s continued liquidity.

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DESCRIPTION OF BUSINESS

6 Months Ended

Sep. 30, 2014

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS

NOTE 1 – DESCRIPTION OF BUSINESS

TechPrecision Corporation, or TechPrecision, is a custom manufacturer of large scale metal fabricated and machined precision components and equipment. We offer a full range of services required to transform metallic raw materials into precise finished products. We sell these finished products to customers in three main industry groups: naval/maritime, energy and precision industrial. These products are used in a variety of markets including the alternative energy, medical, nuclear, defense, commercial, and aerospace industries. TechPrecision is the parent company of Ranor, Inc., or Ranor, a Delaware corporation. On November 4, 2010, TechPrecision announced it completed the formation of a wholly foreign owned enterprise (WFOE), under the laws of the People’s Republic of China, Wuxi Critical Mechanical Components Co., Ltd., or WCMC, to meet demand for local manufacturing of components in China. TechPrecision, WCMC and Ranor are collectively referred to as “the Company,” “we,” “us” or “our.”

Liquidity and Capital Resources

At March 31, 2013, we were not in compliance with the fixed charges and interest coverage financial covenants under our Loan and Security Agreement between Ranor and Santander Bank, or the Bank, dated February 24, 2006, as amended, or the Loan Agreement, and the Bank did not agree to waive the non-compliance with the covenants. The Loan Agreement was amended by the Forbearance and Modification Agreement, dated January 16, 2014, or the First Forbearance Agreement. Under the First Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement until March 31, 2014. The First Forbearance Agreement expired on March 31, 2014, and the Bank did not agree to waive the non-compliance with the covenants at March 31, 2014. Since we were in default, the Bank had the right to accelerate payment of the debt in full upon 60 days written notice. As a consequence, we classified all amounts under the Loan Agreement, $4.2 million at March 31, 2014 as a current liability.

On May 30, 2014, TechPrecision and Ranor entered into a Loan and Security Agreement, or the LSA, with Utica Leasco, LLC, or Utica. Pursuant to the LSA, Utica agreed to loan $4.15 million to Ranor under a Credit Loan Note, which is collateralized by a first secured interest in certain machinery and equipment at Ranor.  Payments under the LSA and Credit Loan Note are due in monthly installments with interest on the unpaid principal balance of the Credit Loan Note at an interest rate equal to 7.5% plus the greater of 3.3% and the six-month LIBOR interest rate, as described in the Credit Loan Note. Ranor’s obligations under the LSA and the Credit Loan Note are guaranteed by TechPrecision.

Pursuant to the LSA, Ranor is subject to certain restrictive covenants which, among other things, restrict Ranor’s ability to (1) declare or pay any dividend or other distribution on its equity, purchase or retire any of its equity, or alter its capital structure; (2) make any loan or guaranty or assume any obligation or liability; (3) default in payment of any debt in excess of $5,000 to any person; (4) sell any of the collateral outside the normal course of business or (5) enter into any transaction that would materially or adversely affect the collateral or Ranor’s ability to repay the obligations under the LSA and the Credit Loan Note.  The restrictions of these covenants are subject to certain exceptions specified in the LSA and in some cases may be waived by written consent of Utica.  Any failure to comply with the covenants outlined in the LSA without waiver by Utica or certain other provisions in the LSA would be an event of default, pursuant to which Utica may accelerate the repayment of the loan.

In connection with the execution of the LSA, we paid approximately $0.24 million in fees and associated costs and utilized approximately $2.65 million to pay off debt obligations owed to the Bank, under the Loan Agreement.  Additionally, the Company retained approximately $1.27 million for general corporate purposes.

On May 30, 2014, the Company and the Bank entered into a new forbearance and modification agreement, or the Second Forbearance Agreement. Under the Second Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing retroactively on April 1, 2014 and extending until no later than June 30, 2014, or the Second Forbearance Period. During the Second Forbearance Period, we agreed to comply with the terms, covenants and provisions in the Loan Agreement and related documents, as amended by the Second Forbearance Agreement.  The Second Forbearance Agreement amends the Loan Agreement to, among other things, prohibit the Company’s Leverage Ratio  (as such term is defined in the Loan Agreement) to be greater than 1.75 to 1.0.

On July 1, 2014, the Company and the Bank entered into the Third Forbearance Agreement. Under the Third Forbearance  Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on July 1, 2014 and extending until no later than July 31, 2014. The Third Forbearance Agreement expired on its own terms on July 31, 2014.

On August 12, 2014, the Company and the Bank entered into a new forbearance and modification agreement, or the Fourth Forbearance Agreement, and collectively with the First Forbearance Agreement, the Second Forbearance Agreement and the Third Forbearance Agreement, the Forbearance Agreements. Under the Fourth Forbearance  Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on August 1, 2014 and extending until no later than September 30, 2014, or the Fourth Forbearance Period. Under the Fourth Forbearance Agreement we were required to retain a management consultant acceptable to the Bank who will have access to our operations in the U.S. We have continued and will continue to make principal and interest payments pursuant to the terms of the Loan Agreement, as amended by the Forbearance Agreements. We were not in compliance with the applicable leverage ratio covenant in the Loan Agreement, as amended by the Forbearance Agreements at September 30, 2014 or at March 31, 2014, as the actual leverage ratio was 4.4 to 1.0 and 3.8 to 1.0, respectively.

We have not entered into a new forbearance agreement with the Bank after the expiration of the Fourth Forbearance Period. Since we are in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. As a consequence, we classified $5.3 million under the Loan Agreement, the Series A Bonds, and the LSA, as applicable, as a current liability at September 30, 2014. If the Bank were to demand full repayment of the amounts we owe to the Bank, we would be unable to pay the obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations and would need to seek alternative financing. We are engaged in discussions with the Bank about extending the Fourth Forbearance Agreement.

In the event that we fail to pay off, or complete a refinancing of, the current outstanding obligations by the completion of the Fourth  Forbearance Period, the interest rate on outstanding obligations will convert to the default interest rate of 65% of the sum of one month LIBOR plus 16%. If the Bank were to demand full repayment, we would be unable to pay the obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations and would need to seek alternative financing.

At September 30, 2014, we had cash and cash equivalents of $849,264, of which $15,613 is located in China and which we may not be able to repatriate for use in the U.S. without undue cost or expense, if at all. Our cash and cash equivalents total includes $180,000 of restricted cash with the Bank that may be used toward funding operating activities with the Bank’s approval. Approximately 55% and 24% of our accounts receivable and work-in-process, respectively, are at risk of not being converted to cash in a timely manner due to a contract dispute with one of our customers. We have recorded a provision for potential contract losses of $2.7 million, and, in one case, filed a demand for arbitration under a customer’s purchase agreement to recover all of our costs under the contract terms. We cannot be certain that we will be successful in recovering the full amount of our losses. We have incurred an operating loss of $1.9 million for the six months ended September 30, 2014.

These factors raise substantial doubt about our ability to continue as a going concern. In order for us to continue operations beyond the next twelve months and be able to discharge our liabilities and commitments in the normal course of business, we must secure long-term financing on terms consistent with our near-term business plans. In addition, we must increase our backlog and change the composition of our revenues to focus on recurring unit of delivery projects rather than custom first article and prototyping projects which do not efficiently use our manufacturing capacity, and reduce our operating expenses to be in line with current business conditions in order to increase profit margins and decrease the amount of cash used in operations. If successful in changing the composition of revenue and reducing costs, we anticipate that the year ending March 31, 2015, or fiscal 2015, operating results should reflect positive cash flows. We plan to closely monitor our expenses and, if required, will further reduce operating costs to enhance liquidity.

The condensed consolidated financial statements for the three and six months ended September 30, 2014 and the year ended March 31, 2014, or fiscal 2014, were prepared on the basis of a going concern which contemplates that we will be able to realize assets and discharge liabilities in the normal course of business. Accordingly, they do not give effect to adjustments that would be necessary should we be required to liquidate assets. Our ability to satisfy our total current liabilities of $12.0 million at September 30, 2014 and to continue as a going concern is dependent upon the availability of and our ability to timely secure long-term financing and the successful execution of an effective operating plan. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

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CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2014	Mar. 31, 2014
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 25,010	$ 25,010
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	90,000,000	90,000,000
Common stock, shares issued	24,669,958	23,951,004
Common stock, shares outstanding	24,669,958	23,951,004
Series A Convertible Preferred Stock
Preferred stock, designated as Series A Convertible Preferred Stock	9,890,980	9,890,980
Preferred Stock, Shares Issued	1,927,508	2,477,508
Preferred stock, shares outstanding	1,927,508	2,477,508
Preferred stock, liquidation preference (in dollars)	$ 549,340	$ 706,090

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PROFIT SHARING PLAN

6 Months Ended

Sep. 30, 2014

PROFIT SHARING PLAN

PROFIT SHARING PLAN

NOTE 11 - PROFIT SHARING PLAN

Ranor has a 401(k) profit sharing plan that covers substantially all Ranor employees who have completed 90 days of service. Ranor retains the option to match employee contributions. Our contributions were $4,234 and $10,703 for the six months ended September 30, 2014 and 2013, respectively.

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Document and Entity Information	6 Months Ended
	Sep. 30, 2014	Nov. 07, 2014
Document and Entity Information
Entity Registrant Name	TECHPRECISION CORP
Entity Central Index Key	0001328792
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Amendment Flag	false
Current Fiscal Year End Date	--03-31
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		24,669,958
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2

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CAPITAL STOCK

6 Months Ended

Sep. 30, 2014

CAPITAL STOCK

CAPITAL STOCK

NOTE 12 – CAPITAL STOCK

Preferred Stock

We have 10,000,000 authorized shares of preferred stock and the Board of Directors has broad power to create one or more series of preferred stock and to designate the rights, preferences, privileges and limitation of the holders of such series. The Board of Directors has created one series of preferred stock - the Series A Convertible Preferred Stock.

Each share of Series A Convertible Preferred Stock was initially convertible into one share of common stock. As a result of our failure to meet certain levels of earnings before interest, taxes, depreciation and amortization for the years ended March 31, 2006 and 2007, the conversion rate changed, and, at December 31, 2009, each share of Series A Convertible Preferred Stock was convertible into 1.3072 shares of common stock, with an effective conversion price of $0.218.  Based on the current conversion ratio, as of September 30, 2014 and March 31, 2014, there were 2,519,638 and 3,238,598 common shares, respectively, underlying the Series A Convertible Preferred Stock.

Upon any liquidation we would be required to pay $0.285 for each share of Series A Convertible Preferred Stock. The payment will be made before any payment to holders of any junior securities and after payment to holders of securities that are senior to the Series A Convertible Preferred Stock.

During the six months ended September 30, 2014 there were 550,000 shares of Series A Convertible Preferred Stock converted into 718,954 shares of common stock. At September 30, 2014 and March 31, 2014, we had 1,927,508 and 2,477,508 shares, respectively, of Series A Convertible Preferred Stock outstanding.

Common Stock

We had 90,000,000 authorized common shares at September 30, 2014 and March 31, 2014, and there were 24,669,958 and 23,951,004 shares of common stock outstanding at September 30, 2014 and March 31, 2014, respectively.

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $)	3 Months Ended		6 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Net sales	$ 4,570,711	$ 5,195,795	$ 10,801,052	$ 12,292,487
Cost of sales	3,702,996	4,468,523	9,715,097	11,144,972
Gross profit	867,715	727,272	1,085,955	1,147,515
Selling, general and administrative	1,210,136	1,484,487	2,538,909	3,254,569
Loss from operations	(342,421)	(757,215)	(1,452,954)	(2,107,054)
Other (expense) income	(1,211)	6,985	(1,158)	(567)
Interest expense (includes OCI reclassifications for cash flow hedges of ($219,359) and ($248,464) in 2014)	(458,005)	(67,646)	(618,594)	(137,773)
Interest income	75	(794)	75	2,819
Total other expense, net	(459,141)	(61,455)	(619,677)	(135,521)
Loss before income taxes	(801,562)	(818,670)	(2,072,631)	(2,242,575)
Income tax benefit (related to OCI reclassification)	(152,792)		(152,792)
Net loss	(648,770)	(818,670)	(1,919,839)	(2,242,575)
Other comprehensive (loss) income, before tax:
Change in unrealized loss on cash flow hedges		(7,476)	(16,680)	(117,813)
Reclassification adjustment for cash flow hedges	219,359		248,464
Foreign currency translation adjustments	17	(184)	47	(2,396)
Other comprehensive (loss) income, before tax	219,376	(7,660)	231,831	(120,209)
Tax expense from reclassification adjustment	152,792		152,792
Other comprehensive income (loss), net of tax	66,584	(7,660)	79,039	(120,209)
Comprehensive loss	$ (582,186)	$ (826,330)	$ (1,840,800)	$ (2,362,784)
Net loss per share (basic) (in dollars per share)	$ (0.03)	$ (0.04)	$ (0.08)	$ (0.11)
Net loss per share (diluted) (in dollars per share)	$ (0.03)	$ (0.04)	$ (0.08)	$ (0.11)
Weighted average number of shares outstanding (basic) (in shares)	24,669,958	19,956,871	24,336,018	19,956,871
Weighted average number of shares outstanding (diluted) (in shares)	24,669,958	19,956,871	24,336,018	19,956,871

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OTHER CURRENT ASSETS

6 Months Ended

Sep. 30, 2013

OTHER CURRENT ASSETS

OTHER CURRENT ASSETS

NOTE 6 – OTHER CURRENT ASSETS

	September 30, 2014		March 31, 2014
Payments advanced to suppliers	$	160,860	$	196,534
Prepaid insurance	134,243		229,727
Collateral deposit	76,852		—
Other	30,290		34,984
Total	$	402,245	$	461,245

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COSTS INCURRED ON UNCOMPLETED CONTRACTS

6 Months Ended

Sep. 30, 2014

COSTS INCURRED ON UNCOMPLETED CONTRACTS

COSTS INCURRED ON UNCOMPLETED CONTRACTS

NOTE 5 – COSTS INCURRED ON UNCOMPLETED CONTRACTS

	September 30, 2014			March 31, 2014
Cost incurred on uncompleted contracts, beginning balance	$	9,960,072		$	6,180,839
Total cost incurred on contracts during the period	6,426,442			25,579,089
Less cost of sales, during the period	(9,715,097		)	(21,799,856		)
Cost incurred on uncompleted contracts, ending balance	$	6,671,417		$	9,960,072
Billings on uncompleted contracts, beginning balance	$	4,702,070		$	1,882,546
Plus: Total billings incurred on contracts, during the period	8,859,578			23,887,587
Less: Contracts recognized as revenue, during the period	(10,801,052		)	(21,068,063		)
Billings on uncompleted contracts, ending balance	$	2,760,596		$	4,702,070
Cost incurred on uncompleted contracts, ending balance	$	6,671,417		$	9,960,072
Billings on uncompleted contracts, ending balance	2,760,596			4,702,070
Costs incurred on uncompleted contracts, in excess of progress billings	$	3,910,821		$	5,258,002

Contract costs consist primarily of labor and materials and related overhead, to the extent that such costs are recoverable. Revenues associated with these contracts are recorded only when the recovery amounts can be estimated reliably and realization is probable. As of September 30, 2014 and March 31, 2014, we had deferred revenues totaling $268,925 and $1,461,689, respectively. Deferred revenues represent customer prepayments on contracts and completed contracts on which all revenue recognition criteria were not met. We record provisions for losses within costs of sales in our condensed consolidated statement of operations and comprehensive loss. We also receive advance billings and deposits representing down payments for acquisition of materials and progress payments on contracts. The contracts with our customers allow us to offset the progress payments against the costs incurred.

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EARNINGS PER SHARE (EPS)

6 Months Ended

Sep. 30, 2014

EARNINGS PER SHARE (EPS)

EARNINGS PER SHARE (EPS)

NOTE 17 – EARNINGS PER SHARE (EPS)

Basic EPS is computed by dividing reported earnings available to stockholders by the weighted average shares outstanding. Diluted EPS also includes the effect of dilutive potential common shares. The following table provides a reconciliation of the numerators and denominators reflected in the basic and diluted loss per share computations, as required under FASB ASC 260.

	Three Months ended September 30, 2014			Three Months ended September 30, 2013			Six Months ended September 30, 2014			Six Months ended September 30, 2013
Basic EPS
Net Loss	$	(648,770	)	$	(818,670	)	$	(1,919,839	)	$	(2,242,575	)
Weighted average number of shares outstanding	24,669,958			19,956,871			24,336,018			19,956,871
Basic loss per share	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)
Diluted EPS
Net Loss	$	(648,770	)	$	(818,670	)	$	(1,919,839	)	$	(2,242,575	)
Dilutive effect of stock options, warrants and preferred stock	—			—			—			—
Diluted weighted average shares	24,669,958			19,956,871			24,336,018			19,956,871
Diluted loss per share	$	(0.03	)	$	(0.04	)	$	(0.08	)	$	(0.11	)

All potential common share equivalents that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. For the three and six month periods ended September 30, 2014, there were 2,105,467 and 2,491,658 shares, respectively, and for the three and six months ended September 30, 2013 there were 5,011,341 and 5,359,626 shares, respectively, of potentially anti-dilutive stock options, warrants and convertible preferred stock, none of which were included in the EPS calculations above.

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STOCK BASED COMPENSATION

6 Months Ended

Sep. 30, 2014

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 13 – STOCK BASED COMPENSATION

In 2006, the Company’s directors adopted, and the Company’s stockholders approved, the 2006 TechPrecision Corporation Long-Term Incentive Plan, or, as amended, the Plan. The Plan provides for the grant of incentive and non-qualified options, stock grants, stock appreciation rights and other equity-based incentives to employees, including officers, and consultants. The Plan is to be administered by a committee of not less than two directors each of whom is to be an independent director. In the absence of a committee, the Plan is administered by the Board of Directors. Independent directors are not eligible for discretionary options. The maximum number of shares of common stock that may be issued under the Plan is 3,300,000 shares.

Pursuant to the Plan, each newly elected independent director receives at the time of his or her election, an option to purchase 50,000 shares of common stock at the market price on the date of his or her election.  In addition, the Plan provides for the annual grant of an option to purchase 10,000 shares of common stock on July 1st of each year following the third anniversary of the date of his or her first election.

The fair value was estimated using the Black-Scholes option-pricing model based on the closing stock prices at the grant date and the weighted average assumptions specific to the underlying options. Expected volatility assumptions are based on the historical volatility of our common stock. The risk-free interest rate was selected based upon yields of five-year U.S. Treasury issues. The assumptions utilized for option grants during the period presented ranged from 125% to 134% for volatility and a risk free rate of 1.39% to 1.71% and an expected term of approximately six years.

We use the simplified method for all grants to estimate the expected term of the option. We assume that stock options will be exercised evenly over the period from vesting until the awards expire. As such, the assumed period for each vesting tranche is computed separately and then averaged together to determine the expected term for the award. Because of our limited stock exercise activity we did not rely on our historical exercise data. There were 50,000 options granted during the six months ended September 30, 2014. At September 30, 2014, 1,697,006 shares of common stock were available for grant under the Plan. The following table summarizes information about options for the most recent annual income statements presented:

	Number Of		Weighted Average		Aggregate Intrinsic		Weighted Average Remaining Contractual Life
	Options		Exercise Price		Value		(in years)
Outstanding at 3/31/2014	1,355,500		$	1.014	$	329,025	7.32
Granted	50,000		$	0.620	—		—
Forfeited	(200,000	)	$	0.678	—		—
Outstanding at 9/30/2014	1,205,500		$	1.028	$	—	6.56
Vested or expected to vest 9/30/2014	1,205,500		$	1.028	$	—	6.56
Exercisable at 9/30/2014	860,499		$	1.112	$	—	6.28

At September 30, 2014, there was $140,542 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over the next 21 months. The total fair value of shares vested during the six months ended September 30, 2014 was $178,685. The following table summarizes the activity of our stock options outstanding but not vested for the three months ended June 30, 2014:

	Number of Options		Weighted Average
Outstanding at 3/31/2014	621,333		$	0.967
Granted	50,000		$	0.620
Vested	(178,665	)	$	1.000
Forfeited	(116,667	)	$	0.678
Expired	(31,000	)	$	1.960
Outstanding at 9/30/2014	345,001		$	0.877

We made a discretionary grant outside of the Plan on June 13, 2013 of 200,000 options at an exercise price of $0.67 per share, the fair market value on the date of grant, to our non-employee directors in recognition of their additional services while we seek a permanent chief executive officer. The options have a term of ten years and will vest in three equal installment amounts on each of the grant date and first anniversaries of the grants and are subject to continuous service as members of the board through the second anniversary of the grant date. Although the grants were made outside of the Plan, the terms of the options are the same as those issued under the Plan.

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DEBT

6 Months Ended

Sep. 30, 2014

DEBT

DEBT

NOTE 9 – DEBT

	September 30, 2014		March 31, 2014
Debt obligations outstanding were classified as of:
Credit Loan Note due November 2018	$	3,842,593	$	—
MDFA Series A Bonds due January 2021	1,447,261		3,559,375
MDFA Series B Bonds due January 2018	—		599,634
Obligations under capital leases	11,091		10,762
Total Short-term debt	$	5,300,945	$	4,169,771
Long-term obligations under capital leases	32,399		38,071
Total Debt	$	5,333,344	$	4,207,842

Loan and Security Agreement

On May 30, 2014, TechPrecision and Ranor entered into the LSA, with Utica. Pursuant to the LSA, Utica agreed to loan $4.15 million to Ranor under a Credit Loan Note, which is collateralized by a first secured interest in certain machinery and equipment at Ranor.  Payments under the LSA and the Credit Loan Note are due in monthly installments with interest on the unpaid principal balance of the Credit Loan Note at an interest rate equal to 7.5% plus the greater of 3.3% or the six-month LIBOR interest rate, as described in the Credit Loan Note. Ranor’s obligations under the LSA and the Credit Loan Note are guaranteed by TechPrecision.

Pursuant to the LSA, Ranor is subject to certain restrictive covenants which, among other things, restrict Ranor’s ability to (1) declare or pay any dividend or other distribution on its equity, purchase or retire any of its equity, or alter its capital structure; (2) make any loan or guaranty or assume any obligation or liability; (3) default in payment of any debt in excess of $5,000 to any person; (4) sell any of the collateral outside the normal course of business or (5) enter into any transaction that would materially or adversely affect the collateral or Ranor’s ability to repay the obligations under the LSA and the Credit Loan Note.  The restrictions of these covenants are subject to certain exceptions specified in the LSA and in some cases may be waived by written consent of Utica.  Any failure to comply with the covenants outlined in the LSA without waiver by Utica or certain other provisions in the LSA would be an event of default, pursuant to which Utica may accelerate the repayment of the loan.

In connection with the execution of the LSA, the Company paid approximately $0.24 million in fees and associated costs and utilized approximately $2.65 million to pay off, or complete a refinancing of, debt obligations owed to the Bank under the Loan Agreement. Additionally, the Company retained approximately $1.27 million for general corporate purposes.

Forbearance Agreements

On January 16, 2014, we entered into a forbearance and modification agreement with the Bank, or the First Forbearance Agreement, in connection with the Loan Agreement. Under the First Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement until March 31, 2014, or the First Forbearance Period.

In consideration for the granting of the First Forbearance Agreement, we agreed to : (i) have paid in full all interest and fees accrued under the Loan Agreement and other related documents through December 31, 2013 (at such interest rate and in accordance with the terms therein); (ii) reimburse the Bank for appraisal costs in the amount of $11,240; (iii) an increase in the interest rate of 2% for the Series A Bonds and the Series B Bonds to 6.1% and 5.6%, respectively, during the First Forbearance Period; (iv) the application of $394,329 and $445,671 of the Company’s restricted cash collateral deposit of $840,000 to pay off certain obligations under the Loan Agreement described above and the Series B Bonds respectively and (v) pay a forbearance fee of 3% of the net outstanding balance due from the Obligors to the Bank, which amounts to $128,433 due in installments during the First Forbearance Period.

On May 30, 2014, we and the Bank entered into a new forbearance and modification agreement, or the Second Forbearance Agreement. Under the Second Forbearance Agreement, the Bank has agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing retroactively on April 1, 2014 and extending until no later than June 30, 2014, or the Second Forbearance Period.

During the Second Forbearance Period, we agreed to comply with the terms, covenants and provisions in the Loan Agreement and related documents, as amended by the Second Forbearance Agreement.  The Second Forbearance Agreement amends the Loan Agreement to, among other things, prohibit the Company’s Leverage Ratio  (as such term is defined in the Loan Agreement) to be greater than 1.75 to 1.0.

On July 1, 2014, the Company and the Bank entered into a third forbearance and modification agreement, or the Third Forbearance Agreement. Under the Third Forbearance Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on July 1, 2014 and extending until no later than July 31, 2014, or the Third Forbearance Period.

On August 12, 2014, the Company and the Bank entered into a new forbearance and modification agreement, or the Fourth Forbearance Agreement. Under the Fourth Forbearance  Agreement, the Bank agreed to forbear from exercising certain of its rights and remedies arising as a result of the Company’s non-compliance with certain financial covenants under the Loan Agreement commencing on August 1, 2014 until no later than September 30, 2014, or the Fourth Forbearance Period. Under the Fourth Forbearance Agreement we were required to retain a management consultant acceptable to the Bank who will have access to our operations in the U.S. We have continued and will continue to make principal and interest payments pursuant to the terms of the Loan Agreement, as amended by Forbearance Agreements. If the Bank were to demand full repayment of the amounts we owe the Bank, we would be unable to pay the obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations and would need to seek alternative financing. We were not in compliance with the leverage ratio covenant at September 30, 2014 or March 31, 2014, as the actual leverage ratio was 4.4 to 1.0 and 3.8 to 1.0, respectively.

We are engaged in discussions with the Bank about extending the Fourth Forbearance Agreement. We are also engaged in discussions with potential alternative financing sources to secure additional financing to, among other things, payoff the remaining obligation under the Series A Bonds.

MDFA Series A and B Bonds

On December 30, 2010, we completed a $6.2 million tax exempt bond financing with the Massachusetts Development Finance Authority, or the MDFA, pursuant to which the MDFA sold to the Bank MDFA Revenue Bonds, Ranor Issue, Series 2010A in the original aggregate principal amount of $4.25 million, or Series A Bonds, and MDFA Revenue Bonds, Ranor Issue, Series 2010B in the original aggregate principal amount of $1.95 million, or Series B Bonds together with the Series A Bonds, the Bonds. The proceeds of such sales were loaned to us under the terms of a Mortgage Loan and Security Agreement, dated as of December 1, 2010, by and among us, MDFA and the Bank (as Bond owner and Disbursing Agent), or the MLSA. The proceeds from the sale of the Series A Bonds were used to finance the Ranor facility acquisition and 19,500 sq. ft. expansion of Ranor’s manufacturing facility in Westminster, Massachusetts, and the proceeds from the sale of the Series B Bonds were used to finance acquisitions of qualifying manufacturing equipment installed at the Westminster facility.

In connection with the execution of the LSA described above, the Company paid down approximately $2.0 million of our obligation under the Series A Bonds owed to the Bank, and paid off the remaining balance ($576,419) of the Series B Bonds in full. We also terminated the interest rate swap which hedged the cash flows of the Series B Bonds. We paid a breakage fee of $29,448 for early termination of the interest rate swap for the Series B Bonds and recorded the amount as interest expense in our statement of operations.

At September 30, 2014, we were in default and continue to be in default under the Loan Agreement with the Bank. The Forbearance Agreements amended the Loan Agreement to, among other things, prohibit the Company’s Leverage Ratio (as such term is defined in the Loan Agreement) to be greater than 1.75 to 1.0. At September 30, 2014 and March 31, 2014, we were not in compliance with the leverage ratio coverage covenants under the Loan Agreement, and the Bank did not agree to waive our non-compliance with the covenants at September 30, 2014 or March 31, 2014, as the actual leverage ratio was 4.4 to 1.0 and 3.81 to 1.0, respectively. The Bank had the right to accelerate payment of the debt in full upon 60 days’ written notice. As a consequence, all amounts under the Loan Agreement, the Series A Bonds, and the LSA, as applicable, are classified as a current liability at September 30, 2014 ($5.3 million) and March 31, 2014 ($4.2 million).

Under the MLSA and related documents, the Westminster facility secures, and we further guarantee, Ranor’s obligations to the Bank and subsequent holders of the Series A Bonds. At September 30, 2014, the rate of interest on the Series A Bonds is 65% of the sum of one month LIBOR plus 5.75%, or 4.49%. We continue to make monthly principal and interest payments with respect to the Series A Bonds.  The Series A Bonds are redeemable pursuant to the MLSA prior to maturity, in whole or in part, on any payment date in accordance with the terms of the MLSA.

Derivative Instruments

Through June 30, 2014, we held two interest rate swap contracts, which were designated as cash flow hedges, to hedge our interest rate exposure on the underlying Series A and Series B Bonds under the MLSA. We recorded the fair value of the contracts in our consolidated balance sheet with the effective portion of the gain or loss on the derivative reported in stockholders’ equity as a component of accumulated other comprehensive loss and subsequently reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Because the critical terms of the interest rate swap changed following the execution of the LSA in the first quarter of Fiscal 2015 we terminated the Series B swap, and de-designated our Series A interest rate swap in the second quarter. As a result, in the second quarter of Fiscal 2015, we reclassified $248,464 from Accumulated Other Comprehensive Income to the statement of operations on the interest expense line. The outstanding fair value interest rate swap recorded in current liabilities on our balance sheet was $196,096 and $271,168 on September 30, 2014 and March 31, 2014, respectively. The Series A swaps will terminate on January 4, 2021. We intend to hold the Series A interest rate swap over the near term.

The fair value of the interest rate swaps contracts were measured using market based level 2 inputs. The method employed to calculate the values conforms to the industry convention for calculation of such values. The swap’s market value can be calculated any time by comparing the fixed rate set at the inception of the transaction and the “swap replacement rate,” which represents the market rate for an offsetting interest rate swap with the same notional amounts and final maturity date. The market value is then determined by calculating the present value interest differential between the contractual swap and the replacement swap. The termination value is the sum of the present value interest differential as described above plus the accrued interest due at termination.

Capital Lease:

We entered into a new capital lease in April 2012 for certain office equipment. The lease term is for 63 months, bears interest at 6.0% and requires monthly payments of principal and interest of $860. This lease was amended in fiscal 2014 when we purchased another replacement copier at Ranor. The revised lease term was extended by nine months and will expire in March 2018 and the required monthly payments of principal and interest increased to $1,117. The amount of the lease recorded in property, plant and equipment, net as of September 30, 2014 and March 31, 2014 was $40,654 and $46,420, respectively.

Obligations under the Credit Loan Note, Series A Bonds and Capital Lease are guaranteed by TechPrecision and Ranor. Collateral securing the Credit Loan Note, Series A Bonds and Capital Lease comprises all personal property of TechPrecision and Ranor, including cash, accounts receivable, inventories, equipment, financial and intangible assets.

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OTHER NONCURRENT ASSETS

6 Months Ended

Sep. 30, 2014

OTHER NONCURRENT ASSETS

OTHER NONCURRENT ASSETS

NOTE 7 – OTHER NONCURRENT ASSETS

	September 30, 2014			March 31, 2014
Deferred loan costs	$	415,753		$	105,395
Deferred loan costs, amortization of	(126,320		)	—
Total	$	289,433		$	105,395

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ACCRUED EXPENSES

6 Months Ended

Sep. 30, 2014

ACCRUED EXPENSES

ACCRUED EXPENSES

NOTE 8 – ACCRUED EXPENSES

	September 30, 2014		March 31, 2014
Accrued compensation	$	612,371	$	320,419
Interest rate swaps market value	196,096		231,783
Provision for contract losses	2,682,498		3,259,103
Other	66,064		81,723
Total	$	3,557,029	$	3,893,028

Our loss provision includes approximately $2.4 million for estimated contract losses in connection with a certain customer purchase agreement. We filed a demand for arbitration under the contract to recover damages, together with attorney’s fees, interest and costs subsequent to the customer’s request to reduce the number of units ordered under the purchase agreement. Accrued compensation at September 30, 2014 includes $220,000 of unpaid Executive Chairman compensation and Board of Director fees.

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INCOME TAXES

6 Months Ended

Sep. 30, 2014

INCOME TAXES

INCOME TAXES

NOTE 10 – INCOME TAXES

At the end of each interim period, we make an estimate of our annual U.S. and China expected effective tax rates. For the three and six months ended September 30, 2014, we recorded a tax benefit of $152,792 as a result of the reclassification of a loss on an interest rate swap from other comprehensive income. The lack of any other tax benefits for the six months ended September 30, 2014 was primarily the result of recording a full valuation allowance on our net deferred tax assets. A valuation allowance must be established for deferred tax assets when it is more likely than not that they 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. We have determined that it is more likely than not that certain future tax benefits may not be realized.  A change in the estimates used to make this determination could require an increase in deferred tax assets if they become realizable.

At September 30, 2014, our federal net operating loss carryforward was approximately $7.6 million. If not utilized, the federal net operating loss carryforward will begin to expire in 2025. Section 382 of the Internal Revenue Code, as amended, provides for a limitation on the annual use of net operating loss carryforwards following certain ownership changes that could limit our ability to utilize some of these carryforwards on a yearly basis due to an ownership change in connection with the acquisition of Ranor in 2006.

We file income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. Our foreign subsidiary files separate income tax returns in the foreign jurisdiction in which it is located.  Tax years 2011 and forward remain open for examination.  We recognize interest and penalties accrued related to income tax liabilities in selling, general and administrative expense in our Condensed Consolidated Statements of Operations.

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SEGMENT INFORMATION (Tables)

6 Months Ended

Sep. 30, 2014

SEGMENT INFORMATION

Schedule of geographic information (net sales and net property, plant and equipment) by the country in which the legal subsidiary is domiciled and assets are located

	Net Sales				Property, Plant and Equipment, Net
	Six months ended September 30, 2014		Six months ended September 30, 2013		September 30, 2014		March 31, 2014
United States	$	10,006,945	$	12,075,203	$	6,115,565	$	6,485,491
China	$	794,107	$	217,284	$	475	$	3,721

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SEGMENT INFORMATION

6 Months Ended

Sep. 30, 2014

SEGMENT INFORMATION

SEGMENT INFORMATION

NOTE 15 – SEGMENT INFORMATION

We operate our business under one segment, large scale fabricated and machined metal components and systems equipment. A significant amount of our operations, assets and customers are located in the United States. The following table presents our geographic information (net sales and net property, plant and equipment) by the country in which the legal subsidiary is domiciled and assets are located:

	Net Sales				Property, Plant and Equipment, Net
	Six months ended September 30, 2014		Six months ended September 30, 2013		September 30, 2014		March 31, 2014
United States	$	10,006,945	$	12,075,203	$	6,115,565	$	6,485,491
China	$	794,107	$	217,284	$	475	$	3,721

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PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Sep. 30, 2014

PROPERTY, PLANT AND EQUIPMENT

Schedule of components of property, plant and equipment, net

	September 30, 2014			March 31, 2014
Land	$	110,113		$	110,113
Building and improvements	3,261,680			3,261,680
Machinery equipment, furniture and fixtures	8,943,146			8,889,051
Equipment under capital leases	65,568			65,568
Total property, plant and equipment	12,380,507			12,326,412
Less: accumulated depreciation	(6,264,467		)	(5,837,200		)
Total property, plant and equipment, net	$	6,116,040		$	6,489,212

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COMMITMENTS (Details) (USD $)		0 Months Ended
	Sep. 30, 2014	Jul. 14, 2014 Separation Agreement Ranor, Inc. President and General Manager
COMMITMENTS
Aggregate annual commitment for future salaries during the next twelve months, excluding bonuses	$ 900,000
Employment agreements
Monthly consulting fee		19,166.66
Term of monthly consulting payments		3 months
Future amount due under terms of the agreement	$ 9,583

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ACCRUED EXPENSES (Details) (USD $)	6 Months Ended
	Sep. 30, 2014	Mar. 31, 2014
ACCRUED EXPENSES
Accrued compensation	$ 612,371	$ 320,419
Interest rate swaps market value	196,096	231,783
Provision for contract losses	2,682,498	3,259,103
Other	66,064	81,723
Total	3,557,029	3,893,028
Cumulative provision for customer purchase agreement losses not offset against related costs accumulated on the balance sheet.	2,400,000
Unpaid Executive Chairman compensation and Board of Director fees	$ 220,000

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CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Paranthetical) (USD $)	3 Months Ended	6 Months Ended
	Sep. 30, 2014	Sep. 30, 2014
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Other comprehensive income (loss) reclassifications for cash flow hedges	$ (219,359)	$ (248,464)

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PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Sep. 30, 2014

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT AND EQUIPMENT

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

	September 30, 2014			March 31, 2014
Land	$	110,113		$	110,113
Building and improvements	3,261,680			3,261,680
Machinery equipment, furniture and fixtures	8,943,146			8,889,051
Equipment under capital leases	65,568			65,568
Total property, plant and equipment	12,380,507			12,326,412
Less: accumulated depreciation	(6,264,467		)	(5,837,200		)
Total property, plant and equipment, net	$	6,116,040		$	6,489,212

Depreciation expense for the three and six months ended September 30, 2014 and 2013 was $211,751 and $427,267, and $220,604 and $469,044, respectively.

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COSTS INCURRED ON UNCOMPLETED CONTRACTS (Tables)

6 Months Ended

Sep. 30, 2014

COSTS INCURRED ON UNCOMPLETED CONTRACTS

Schedule of costs incurred on uncompleted contracts

	September 30, 2014			March 31, 2014
Cost incurred on uncompleted contracts, beginning balance	$	9,960,072		$	6,180,839
Total cost incurred on contracts during the period	6,426,442			25,579,089
Less cost of sales, during the period	(9,715,097		)	(21,799,856		)
Cost incurred on uncompleted contracts, ending balance	$	6,671,417		$	9,960,072
Billings on uncompleted contracts, beginning balance	$	4,702,070		$	1,882,546
Plus: Total billings incurred on contracts, during the period	8,859,578			23,887,587
Less: Contracts recognized as revenue, during the period	(10,801,052		)	(21,068,063		)
Billings on uncompleted contracts, ending balance	$	2,760,596		$	4,702,070
Cost incurred on uncompleted contracts, ending balance	$	6,671,417		$	9,960,072
Billings on uncompleted contracts, ending balance	2,760,596			4,702,070
Costs incurred on uncompleted contracts, in excess of progress billings	$	3,910,821		$	5,258,002

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COSTS INCURRED ON UNCOMPLETED CONTRACTS (Details) (USD $)	3 Months Ended		6 Months Ended		12 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Mar. 31, 2014
Cost incurred on uncompleted contracts
Cost incurred on uncompleted contracts, beginning balance			$ 9,960,072	$ 6,180,839	$ 6,180,839
Total cost incurred on contracts during the period			6,426,442		25,579,089
Less cost of sales, during the period	(3,702,996)	(4,468,523)	(9,715,097)	(11,144,972)	(21,799,856)
Cost incurred on uncompleted contracts, ending balance	6,671,417		6,671,417		9,960,072
Billings on uncompleted contracts
Billings on uncompleted contracts, beginning balance			4,702,070	1,882,546	1,882,546
Plus: Total billings incurred on contracts, during the period			8,859,578		23,887,587
Less: Contracts recognized as revenue, during the period	(4,570,711)	(5,195,795)	(10,801,052)	(12,292,487)	(21,068,063)
Billings on uncompleted contracts, ending balance	2,760,596		2,760,596		4,702,070
Cost incurred on uncompleted contracts
Cost incurred on uncompleted contracts, ending balance	6,671,417		6,671,417		9,960,072
Billings on uncompleted contracts, ending balance	2,760,596		2,760,596		4,702,070
Costs incurred on uncompleted contracts, in excess of progress billings	3,910,821		3,910,821		5,258,002
Deferred revenues	$ 268,925		$ 268,925		$ 1,461,689

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CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

6 Months Ended

Sep. 30, 2014

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

NOTE 14 – CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS

We maintain bank account balances, which, at times, may exceed insured limits. We have not experienced any losses with these accounts and believe that we are not exposed to any significant credit risk on cash. At September 30, 2014, there were accounts receivable balances outstanding from four customers comprising 72% of the total receivables balance. The following table sets forth information as to accounts receivable from customers who accounted for more than 10% of our accounts receivable balance as of:

	September 30, 2014				March 31, 2014
Customer	Dollars		Percent		Dollars		Percent
A	$	1,149,948	56	%	$	255,360	11	%
B	$	318,167	16	%	$	*	*
C	$	*	*		$	750,146	33	%
D	$	*	*		$	312,576	14	%

*customer total is less than 10%

We have been dependent in each year on a small number of customers who generate a significant portion of our business, and these customers change from year to year. The following table sets forth information as to net sales from customers who accounted for more than 10% of our revenue for the six months ended:

	September 30, 2014				September 30, 2013
Customer	Dollars		Percent		Dollars		Percent
A	$	3,000,494	28	%	$	2,991,169	24	%
B	$	1,762,985	16	%	$	*	*	%
C	$	1,176,129	11	%	$	*	*	%

*customer total is less than 10%