Good afternoon, ladies and gentlemen, and welcome to the TechPrecision Corporation Fiscal 2023 Second Quarter Financial Results Conference Call. At this time, all participants have been placed on a listen-only mode and we will open the floor for your questions and comments after the presentation. It is now my pleasure to turn the floor over to your host, Brett Maas. Sir, the floor is yours.

Thank you. On the call today is Alex Shen, Chief Executive Officer; and Tom Sammons, Chief Financial Officer. Before we begin, I'd like to remind our listeners that management's remarks may contain forward-looking statements, which are subject to risks and uncertainties and management may make additional forward-looking statements in response to your questions. Therefore, the Company claims the protection of the Safe Harbor for forward-looking statements as contained in the Private Securities Litigation Reform Act of 1995. Actual results may differ from those discussed today and therefore we refer to you a more detailed discussion of the risks and uncertainties in the Company's financial filings with SEC. In addition, projections as to the Company's future performance represents management's estimates as of today, November 17, 2022. TechPrecision assumes no obligation to revise or update these forward-looking statements. With that out of the way, I'd like to turn the call over to Alex Shen, Chief Executive Officer to provide opening remarks. Alex?

Thank you, Brett. Good afternoon to everyone. Thank you for joining us. The second quarter of fiscal year 2023 was another strong quarter for our Ranor subsidiary. Ranor operating results improved across the board when compared to the second quarter of fiscal year 2022 with higher revenue and improved gross margins. Ranor's gross profit was $2.0 million compared to $733,000 year-over-year. The Stadco subsidiary is a turnaround. With the addition of Stadco, we recognized additional revenue, but also absorbed additional costs. These additional costs dampened our gross margins and added to our selling, general and administrative expense and interest expense. We remain highly focused on cash management through control of expenses, control of capital expenditures, customer advances, progress billings and final invoicing at shipment. Business prospects remain strong. Our backlog was $49.4 million at September 30, 2022, an increase of $23 million since September 30, 2021, the first quarter that included Stadco backlog. I would like to now turn the call over to our CFO, Tom Sammons, to continue with the review of our fiscal year 2023 second quarter and six-month results. Tom?

Thank you, Alex. Net sales for the second quarter of fiscal year 2023 were $8.5 million or 78% higher when compared to the same quarter a year-ago as we added a full quarter of Stadco revenue and realized increased revenue of Ranor. We recorded an increase in revenue in our defense markets, which more than offset a decrease in precision industrial revenue. Our defense backlog remains very strong as new orders captured within the quarter and after the quarter are primarily from our defense customers. Cost of sales were $6.8 million or $2.9 million higher than the prior year period, due primarily to the addition of a full quarter of Stadco cost of sales. Gross profit was $1.7 million or $809,000 higher when compared to the same quarter year-ago. Gross profit was higher because of higher revenue and stronger operational throughput at Ranor and improved factory overhead absorption. SG&A expense increased by $653,000 primarily due to the addition of Stadco SG&A and increased spending for outside advisory services related to the Stadco acquisition. We recorded an operating loss of $87,000 compared to an operating loss of $243,000 in the same prior year period. Interest expense increased to $84,000 from $57,000 in the same prior year quarter as we added new debt to the balance sheet on August [25], 2021 as part of the acquisition of Stadco and increased our borrowings under our revolver loan. We recorded a net income of $391,000 in fiscal 2023 second quarter compared to a net loss of $220,000 in the same period a year-ago. Fiscal 2023 second quarter included an accrual of $624,000 for refundable employee retention tax credits under the CARES Act. Net sales for the six months ended September 30, 2022 was $15.6 million compared to $8.2 million in the same period a…

Tom, thank you. TechPrecision is proud and honored to serve the United States defense industry, specifically naval submarine manufacturing through its Ranor subsidiary and military aircraft manufacturing through its Stadco subsidiary. We aim to secure and maintain an enduring long-term partnership with our customers. Overall, in both the Ranor and the Stadco subsidiaries, we continue to see meaningful opportunities in our defense sector as evidenced by the strength of our backlog. We are encouraged by the prospects. Today, I would like to share some information on the defense industry sector that we serve, specifically naval submarine manufacturing of the Columbia Class submarine. I am quoting from publicly available information. The District of Columbia is the name of the first ship in the new class of ballistic missile submarines being built for the U.S. Navy by Electric Boat. The Columbia class will replace the 14 Ohio class submarines due to begin to retire from service in 2027. Each class is named for the first ship in the series. Design of the District of Columbia began in 2007, when the Navy approached Electric Boat to assist in the conceptual design of a replacement for the aging Ohio class. This aging Ohio class entered service in the early 1980s. The Columbia class of 12 ships will carry 16 missiles each, which in total will represent approximately 70% of the country's nuclear arsenal. Submarines are the stealthiest and most survivable of the nation's nuclear triad of land, air, and sea-based nuclear weapons at a length of 560-feet and displacing 20,810 tons. The District of Columbia will be the largest submarine ever built by the United States of America. Its reactor will not require refueling during the lifetime of planned service, making the ship more cost effective to operate and maximizing its time on deployment.…

Absolutely. Thank you. Ladies and gentlemen, the floor is now open for questions. [Operator Instructions] And the first question is coming from Ross Taylor with ARS Investment Partners. Please proceed.

Thank you. First, congratulations, Alex, and the whole team on being named BAE Systems 2022 VPM supplier of the year for a company your size. That's quite an accomplishment, and I think it should be recognized. Second, away from that, you mentioned the idea that you added California, you have some unprofitable projects. Could you talk about the magnitude of those? And are these unprofitable projects that are basically early in life, and therefore, we would expect to see them gain profitability? Or are they isolated projects from the major programs that you're working on there.

Let me take a stab at this, and then I'll ask Tom to take a stab at answering that question to me, it's a mix.

That's exactly what I was going to say. You have a combination of a variety of factors with the jobs.

Okay. Good. So therefore, part of the process is you guys working things up and kind of putting the TechPrecision Ranor stamp on Stadco, we should expect to see the margins in that business move higher as you guys get kind of more of your efforts and your expertise worked into what they're already doing, which is – has been pretty good historically?

I agree. We will be concentrating on that. But also I would remind all of us that our number one, number two, number three priority is on shepherding cash.

Yes, you've made that clear. Looking at as we see things here, what kind of revenue breakdown did we see between Stadco and Ranor last quarter?

Last quarter?

The quarter you just reported, yes. There's no – it's a non-timely queue, I think this information was available last time by the time we had the call, but it's not available currently.

It’s in the press release, the Ranor revenue for the quarter was $4.9 million, Stadco was $3.6 million.

Okay. And we're coming up here fairly quickly. The Navy Marines have talked about needing to decide when they're going to go effectively full production rate on the CH-53K. In the past, the company or people with Stadco have commented on what that is on a revenue per airframe basis, and it's pretty significant relative to what you're currently operating as a run rate. The Stadco backlog is also pretty significant compared to what you're running on a quarterly run rate. So looking at this, the question would be, if the [Navy/Marine Corps] decides to go to 20 to 24 airplanes per year, roughly two a month for the CH-53K would that impose any difficulties in you guys meeting that demand? And secondarily, would that increased run rate, which would probably generate on a monthly basis, revenues close to what you're generating on a quarterly basis in that business go a long way to helping alleviate the unused overhead or allocating the overhead over a broader basis?

So that was, again, a world-famous Ross Taylor combination question that we need to cut up in the pieces and answer carefully, correct?

Yes. Yes. It's the way my mind worked, Alex, I'm sorry.

That's okay. That’s all. So I think the – in general, to answer your question properly, it's a really question of timing. And this timing involves a number of different things, which really breaks down the what-if into several what-ifs that are all related to timing. So what if the 20 to 24 number comes true, it's a question of timing when it's going to come true and how it's going to come true. Yes.

If we – if I suppose that we're going to be at 20 to 24 airframes a year run rate by federal fiscal year 2024, currently, we're in fiscal 2023 for the Feds, would that pose any difficulty in you meeting that? And would that be a significantly positive economic event for the company?

The answer to the first question is, unfortunately, I'm not going to be able to talk about that part. I'm sorry. That's I just...

…stands every three months?

That part of it, I really cannot provide anything.

Okay. The second part of it?

Well, the second part of it, if it were to happen, that would be great. We are encouraged by our prospects. We're encouraged by our backlog. There is nothing discouraging about any of it.

Okay. And you've done an excellent job getting Ranor's operating margins up. Is it realistic to assume that over time, Stadco can move into that same neighborhood, not necessarily the same numbers, but the same neighborhood?

I think it's realistic to assume that we want that.

Yes. Okay. And you had an increase in SG&A. You cited it was both kind of full Stadco, but also one-time cost. What kind of quarterly run rate SG&A should we be expecting you guys to do going forward?

I think it's – well, let me parse this into a two-part answer. Let me answer first, Tom. So I think it's premature to figure that out yet because our efforts are really not so much concentrated on run rate and margins, but we need to focus on cash, number one, number two and number three. But I'm not trying to delay the inevitable, but the focus – we need to rebuild and get stronger and Stadco is still a turnaround. So that's kind of my side of the answer operationally and from the sales side and rebuilding customer confidence. I can't answer the question yet. We want to answer the question. But Tom, how about from your side?

I would just say, first of all, I don't want to forecast at this point, but there are one-time costs that will go away, and then there's going to be costs that are going to be inherent in running two businesses. So I do expect SG&A to start coming down. I wouldn't say to what exact level.

Okay. But we should start to see that number decline. And going forward, we can then ask you whether they should continue to decline and figure out what the base level is.

Yes. It used to be our base level was – I mean, when it was just Ranor, base level was pretty constant. It's fairly easy to look ahead. So I think we'll get to that point again.

Yes.

On the combined business, our SG&A will be pretty consistent.

Sorry, let me take the microphone back for just a second. So we are still in a rebuilding stage. This is a good conversation and discussion. We are still in a rebuilding stage. We are expending cash into places for CapEx expenditures. So we racked up $1.1 million. This is mostly directed towards rebuilding capacity as well as enhancing current capacity.

You've jumped into that question.

Right, right. So that part of it, on the rebuilding part of it, once we get these things more under our belt, we can better understand what and get closer to answering that question on what the run rate should look like.

Of that $1.1 million in CapEx in the last quarter, roughly how much of that was allocated towards Stadco versus Ranor?

More than half.

The Stadco?

Correct.

Okay. And backlog since the end of the quarter, has it had any noticeable increase?

The backlog since the end of September 30?

Yes.

I wouldn't say a significant – I have not really looked at it too much.

Has there been a significant increase? No.

Okay. And as part of that problem, the fact that we're operating under a CR in Congress yet again?

No.

Okay. Lastly...

I can't tell what the – first of all, let me characterize the question. I don't know that there's a problem. I don't see a problem.

I'm just looking at the idea of is the fact that you're operating Congress – that Congress has DoD operating under a CR. And hearing a lot of this from major players in the space that they're talking about the fact that they're struggling to get new orders and new programs and things launched because of the fact that the CR restricts meaningfully the ability to go – to enter into new business lines or get new programs kind of kicked off, which is why it's so important to see Congress pass a defense appropriation bill before the end of the year rather than run the risk that we go into the first part of the new year and end up having a new Congress play its version of politics on it. So I'm asking really more because you're not so much your peers, but the primes have been citing this as an area of concern and impact.

Okay.

Okay. Now lastly, with this, the Navy has talked about the idea of going away from letting out like one contract – or one boat contracts for the Columbia class or two boat contracts for Virginia to going to block by five boats or more. Can you talk about how that would impact you guys impact margins, impact the revenue stream, operating efficiency and things of that nature?

I'm sorry, Ross, I can't talk about that one.

Okay. Is it safe to assume that the more boats the Navy buys at any given time, the more efficient it would be for you to produce those boats and to buy and build out and to use your workforce?

Well, I think it's safe to assume that we have to build everything by hand one at a time. So the efficiencies of getting orders of more than one, but having to build things one at a time, probably doesn't equate. We still have to build them one at a time.

Yes, I'd say for some components, we like getting multiple orders and…

We like getting multiple orders just because there's more orders, but I can't build them...

Other components, we might prefer to have just one instead of – it's a new component.

Yes, I know, but that's not his question. His question is if we get orders of multiples, does that make us build faster or more efficiently or more anything. It doesn't change. We still have to build things one by one. One at a time.

You build them one by one, but you can basically order and backlog your parts and have a better understanding of your revenue stream and your – and the tempo at which you need to build things. You don't find – you wouldn't find you're in the end of the year and waiting for Congress to pass a budget or something of that nature. So...

But again, it depends. I think the details will – the deviled in the details. More is better, absolutely. We can all agree on that.

Yes. Okay. And for a moment there, I felt like I was at Thanksgiving dinner early, so, hey, I'll pass it on to the next person.

Thank you.

Thank you, Ross.

[Operator Instructions] Okay. We have a question coming from [Rob Strauss, Private Investor]. Please proceed.

Hi, Alex and Tom. Can you hear me?

Yes.

Good. Nice job on the quarter. Things seem to be turning around as we would expect. A couple of questions, first one for Tom, regarding the balance sheet and the renewal of the loans, what additional color can you add to that process?

Well, the loans right now, the term loan matures in December, and we're working with the bank on a renewal.

Do you think that that renewal will be for multiple years? Is there anything that you could tell us about not your expectations, but how you're looking to finance this company?

Well, it was a five-year term loan, and we're looking at the same.

Okay. Alex, Stadco, we all know, is located in California. I'd like to know whether you or Tom or maybe other individuals at Ranor are heading out there. But more importantly, not so much to comment on how often Alex, you are out there and the frequency of that, but maybe a more general comment about your team. Our team members from Ranor going back and forth. Have we deposited maybe for a time period, some talent from Ranor to stay at Stadco. Maybe you could add some color to that?

I'm engaging where I see fit. I think my track record speaks for itself.

Yes. I think that, that's right. What I was asking is, does Stadco require, I guess, incremental talent that we have at Ranor to go out there for whatever various reasons. I'm not asking for specific reasons. But is there the transfer of that talent? And is that talent actually – is it necessary for that talent to win there?

So we already explained that Ranor is submarine centric, even though we're in the same defense industry and that Stadco is military aircraft centric, the two don't usually play together much being one in the air and one at sea. So what we tend to work on is the common stuff. So I am the CEO of TechPrecision, and I need to find the commonalities. I'm not trying to not answer your question, but I'm just trying to point out the logic. Am I transferring people from Ranor to Stadco, I wouldn't be able to tell you that. That's not something I can comment on right now. So I'm trying to answer the question so you can get the answer on a different way. One plays in the air and one plays in the sea. So they don't usually play together. So hopefully, that the answer can be inferred from that comment.

Right. Understood. And I was thinking more along the lines of efficiency or plant or whatever other talent and capabilities and expertise that Ranor has that could be helpful to Stadco. Nevertheless, moving on. As it relates to capital expenditures, I think that in this industry as well as others, often equipment could last for many, many years, often decades. When we think about our capital expenditures going forward, is there any level of color that you could give us to a degree that we have a better understanding of the status of those two plants. And I'm not – again, I'm not looking for specifics, but do we need equipment? Do we need to replace equipment? Is that more necessary or immediate at Stadco versus Ranor? Is there any kind of detail that you could give us to understand where investment dollars might go as it relates to CapEx and now are two different businesses?

So the CapEx – what I can tell you is the CapEx dollars are directed to either enhance currently available capability or rebuild currently available capability. That's where we concentrate our CapEx on. Other than that, it's going to get very super specific, which I'm not going to be able to talk about.

Yes, nor did I expect you to. So then just one follow-up question as it relates to something Ross asked about which was big picture referring to order flow. So if we – what you said very clearly was that regardless of that order flow, we still need to build everything one at a time, and that makes a lot of sense. The question that I have for you is that if you were able to build five or 10 items collectively together versus one or two items, I was under the impression that, that's where we do, in fact, realize some efficiencies. Am I ballparking thinking that correctly or kind of set me straight on that?

Let me set you straight on that then. The humans that we have building things one at a time, they can only build one of them at a time. They don't have two sets of hands or five steps of hands to build five at a time or two at a time. They can only build one at a time.

When you build something one at a time, but you have, let's say, five or 10 items for that specific build lined up behind it, does machinery need to be adjusted, if you built one item on a machine, and then you had another order and you built a completely different type of item. Does that machine generically speaking, need to be adjusted to build the next item coming through versus building five of the same ones?

We don't – excuse me for just pointing something out here, Rob. I'm a master operator. So I probably understand about efficiencies that we lose by going to one job to a different kind of job. But you were talking about can we build multiples at the same time, we build one at a time. That's my point.

Right. I understand that. I think I was asking something else. Anyhow, I will let someone else ask some questions. Thank you very much.

Thank you.

Thank you.

Okay. We have a follow-up question coming from Ross Taylor with ARS Investment Partners. Please proceed.

Yes. Just a couple of things, gentlemen. One is, if you're looking at the Stadco turnaround, how much of that turnaround is cultural, how much of it is building out the team and how much of it is equipment and capability – hardware capabilities and the like?

I think on the 80-20, it's more the 80% people and 20% other in general. It's more than half.

Okay. And when you look at where you stand in this turnaround at this process, being from Seattle, I don't usually use baseball analogies because we've never been very good at it. But let’s use one, what inning – since we had a good – we actually won this year. So let's go to what innings do you see the company in on that turnaround? Are you early stages? You've been working on it for a while. Do you think that you're kind of in the middle innings here, where you are starting to see and you expect to see an accelerated level of traction on your efforts and the like going forward? How do you see this playing out?

What inning are we in, Tom? Are we still in pre-game, pre-season?

I don't know. If you say middle innings and you start, but what does that run? Three to six, three to seven?

How many innings are there?

Well, we could go into over time, and we could play extra earnings because…

Yes. 17. But don't worry they ask those who win. So looking at it, that's...

Ross, I think it's still up in the air. I think we have more work to do to be able to answer that correctly. We want to answer that as soon as possible. We're not dragging our feet. There's a much heightened sense of urgency now that we have two to manage.

Well, no one wants to see improvement in the business more than us at this point.

That's absolutely right. He's got his hands on my throat, Ross.

Yes. Well he – better him than me. Is there anything that – when you look at this turnaround process, is there anything about it that – I mean you are a turnaround expert and you've done that successfully everywhere you've been. Is there any reason why you look at this and you say, this is going to be a tougher job than anything else I've done?

You're right. Thank you for pointing out the fact that I have an unbroken string of turnaround success. I wouldn't have taken this on if I thought we were going to fail. And it's harder – I think in some ways, it's harder. And as it – in some ways, we are also finding some great wonderful things. So I'm not really surprised. There's not many surprises. It's hard work. It's good work. [It did] recovered because the marine – this is the marine heavy lift chopper that they're counting on. Failure is not an option.

Correct. Very much yes. Okay. Well, I think that, as I said, I look at this and see that I made a comment last quarter, it looks to me like you've kind of crossed the Rubicon and strikes me as you – everything that I thought then is coming to fruition as well or better than I would have expected or hoped it would. I think this transaction is going to be a huge winner for shareholders. And I think it's – great to see you guys continuing to – and quiet honestly hearing you – I can hear the confidence when you speak. So I understand I'm very confident that you've got this mastered. It's going to take time and effort, but you'll get it. Lastly, you commented about the Board will look and decide whether or not they need to do a reverse split. Coming out of the hedge fund world for much of my life, I would argue that you want the stock to be over $5 a share with a cushion so that you open up a wider range of new potential investors who like to be able to leverage their assets. I'd just tossed that into the mix that if we have that as a consideration when you're doing it, whatever the price is when you get to it, I would leave it publicly traded over $5 a share, $6 or more dollars a share because I think that would help attract a lot of investors who right now won't play in the stock for a number of reasons, but would if they had the ability to do so.

Okay. Thank you.

Okay. And I'll leave it back to if anyone else wants to follow-up. Thank you.

Thank you.

Thanks, Ross.

Take care, gentlemen.

[Operator Instructions] Okay. We have a question coming from Richard Greulich with REG Capital. Please proceed.

Good evening. Just wanted to reiterate Ross' last comment regarding the reversal. I think really, regardless of what the exchange requires, getting the stock over $5 on the reversal would be really advantageous in terms of people being able to purchase the stock. So that's all. Thank you.

Thank you, Rich.

Thank you.

Okay. The next question is coming from [Greg Slater, Private Investor]. Greg, your line is live.

Yes. My question is kind of simple since you've been at this for 10-plus years. I'm just wondering when you think the TechPrecision turnaround will be complete?

Well, he said, TechPrecision turnaround.

He's talking about the company, obviously, but...

Yes. Since we haven't made any money for endless years, I'm just wondering when it'll finally be complete.

Tom, I'm a little…

He wants to know when we're going to start making money again.

So we have made money.

We have made money for a number of years then after 2015, 2016.

Are you talking about the Stadco turnaround?

The company as a whole, I mean you seem to be – we seem to be living in the world of plus $0.01, minus $0.01 every quarter. And I'm just wondering when that's going to be more solidified. We wouldn’t need a reverse split if we made $0.03 a quarter, you’d be over $5. So I'm just wondering when that – when the vision is going to be realized?

I can't answer that question.

[Operator Instructions] Okay. I'd like to turn the floor back to management for any closing remarks.

Thank you, everyone. Have a good day.

Thank you, ladies and gentlemen. This does conclude today's conference call. You may disconnect your phone lines at this time, and have a wonderful day. Thank you for your participation.