Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Mar. 31, 2015 | Jun. 22, 2015 | Sep. 30, 2014 | |
Document and Entity Information | |||
Entity Registrant Name | TECHPRECISION CORP | ||
Entity Central Index Key | 1,328,792 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2015 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 16.1 | ||
Entity Common Stock, Shares Outstanding | 24,669,758 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 1,336,325 | $ 1,086,701 |
Accounts receivable, less allowance for doubtful accounts of $24,693 - 2015 and $25,010 - 2014 | 826,363 | 2,280,469 |
Costs incurred on uncompleted contracts, in excess of progress billings | 2,008,244 | 5,258,002 |
Inventories- raw materials | 134,812 | 293,326 |
Income taxes receivable | 8,062 | |
Current deferred taxes | 826,697 | 991,096 |
Other current assets | 538,253 | 461,245 |
Total current assets | 5,670,694 | 10,378,901 |
Property, plant and equipment, net | 5,610,041 | 6,489,212 |
Other noncurrent assets, net | 45,490 | 105,395 |
Total assets | 11,326,225 | 16,973,508 |
Current liabilities: | ||
Accounts payable | 1,526,123 | 2,888,385 |
Accrued expenses | 1,665,658 | 3,893,028 |
Trade notes payable | 138,237 | |
Deferred revenues | 1,211,506 | 1,461,689 |
Short-term debt | 2,250,000 | |
Current portion of long-term debt | 933,651 | 4,169,771 |
Total current liabilities | 7,725,175 | 12,412,873 |
Long-term debt, including capital leases | 2,485,858 | 38,071 |
Noncurrent deferred taxes | $ 826,697 | $ 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 March 31, 2015 and 2014, respectively (liquidation preference of $549,340 and $706,090 at March 31, 2015 and 2014, respectively) | $ 524,210 | $ 644,110 |
Common stock -par value $.0001 per share, 90,000,000 shares authorized, 24,669,958 shares issued and outstanding, at March 31, 2015, and 23,951,004 shares issued and outstanding at March 31, 2014 | 2,467 | 2,395 |
Additional paid in capital | 6,487,589 | 6,105,211 |
Accumulated other comprehensive loss | 23,561 | (55,097) |
Accumulated deficit | (6,749,332) | (3,165,151) |
Total stockholders' equity | 288,495 | 3,531,468 |
Total liabilities and stockholders' equity | $ 11,326,225 | $ 16,973,508 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
Accounts receivable, allowance for doubtful accounts (in dollars) | $ 24,693 | $ 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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | ||
Net sales | $ 18,233,214 | $ 21,068,063 |
Cost of sales | 15,925,742 | 21,799,856 |
Gross profit (loss) | 2,307,472 | (731,793) |
Selling, general and administrative | 4,533,181 | 6,112,909 |
Loss from operations | (2,225,709) | (6,844,702) |
Other (expense) income | (4,633) | 874 |
Interest expense | (1,514,465) | (440,634) |
Interest income | 121 | 3,598 |
Total other expense, net | (1,518,977) | (436,162) |
Loss before income taxes | (3,744,686) | (7,280,864) |
Income tax benefit | (160,505) | (185,473) |
Net loss | (3,584,181) | (7,095,391) |
Other comprehensive income, before tax: | ||
Reclassification adjustment for cash flow hedges | 248,464 | |
Change in unrealized loss on cash flow hedges | (16,681) | 157,197 |
Foreign currency translation adjustments | (334) | 9,124 |
Other comprehensive income, before tax | 231,449 | 166,321 |
Tax expense from reclassification adjustment | 152,791 | |
Other comprehensive income, net of tax | 78,658 | 166,321 |
Comprehensive loss | $ (3,505,523) | $ (6,929,070) |
Net loss per share (basic) (in dollars per share) | $ (0.15) | $ (0.34) |
Net loss per share (diluted) (in dollars per share) | $ (0.15) | $ (0.34) |
Weighted average number of shares outstanding (basic) (in shares) | 24,120,402 | 20,766,914 |
Weighted average number of shares outstanding (diluted) (in shares) | 24,120,402 | 20,766,914 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) | Preferred Stock | Common Stock | Additional Paid in Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings | Total |
Balance at Mar. 31, 2013 | $ 1,310,206 | $ 1,996 | $ 5,076,552 | $ (221,418) | $ 3,930,240 | $ 10,097,576 |
Balance ( in shares) at Mar. 31, 2013 | 5,532,998 | 19,956,871 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Share based compensation | 362,962 | 362,962 | ||||
Conversion of preferred stock | $ (666,096) | $ 399 | 665,697 | |||
Conversion of preferred stock (in shares) | (3,055,490) | 3,994,133 | ||||
Net Loss | (7,095,391) | (7,095,391) | ||||
Other comprehensive loss, net of tax benefit of $0 and $0 in 2015 and 2014 | 166,321 | 166,321 | ||||
Balance at Mar. 31, 2014 | $ 644,110 | $ 2,395 | 6,105,211 | (55,097) | (3,165,151) | 3,531,468 |
Balance ( in shares) at Mar. 31, 2014 | 2,477,508 | 23,951,004 | ||||
Increase (Decrease) in Stockholders' Equity | ||||||
Share based compensation | 262,550 | 262,550 | ||||
Conversion of preferred stock | $ (119,900) | $ 72 | 119,828 | |||
Conversion of preferred stock (in shares) | (550,000) | 718,954 | ||||
Net Loss | (3,584,181) | (3,584,181) | ||||
Other comprehensive loss, net of tax benefit of $0 and $0 in 2015 and 2014 | 78,658 | 78,658 | ||||
Balance at Mar. 31, 2015 | $ 524,210 | $ 2,467 | $ 6,487,589 | $ 23,561 | $ (6,749,332) | $ 288,495 |
Balance ( in shares) at Mar. 31, 2015 | 1,927,508 | 24,669,958 |
CONSOLIDATED STATEMENTS OF STO6
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY | ||
Other comprehensive income (loss), tax benefit | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Loss | $ (3,584,181) | $ (7,095,391) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 839,508 | 893,592 |
Loss on sale of equipment | 81,340 | 882 |
Stock based compensation expense | 262,550 | 362,962 |
Amortization deferred loan costs | 269,840 | 59,836 |
Provision for contract losses | (790,790) | 2,988,931 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,454,153 | 2,056,509 |
Costs incurred on uncompleted contracts, in excess of progress billings | 3,249,758 | (959,709) |
Inventories - raw materials | 158,513 | 62,220 |
Other current assets | 45,702 | 1,059,350 |
Taxes receivable | 8,062 | 365,968 |
Other noncurrent assets | 61,354 | (105,395) |
Accounts payable | (1,224,025) | 357,115 |
Accrued expenses | (1,358,070) | (818,858) |
Accrued taxes payable | (232,624) | |
Deferred revenues | (250,183) | 1,207,223 |
Net cash (used in) provided by operating activities | (776,469) | 202,611 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Proceeds from sale of fixed assets | 12,500 | |
Purchases of property, plant and equipment | (54,099) | (64,895) |
Net cash used in investing activities | (41,599) | (64,895) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Deferred loan costs | (393,998) | |
Borrowings of short-term debt | 6,400,000 | |
Repayment of long-term debt | (4,938,333) | (2,126,935) |
Net cash provided by (used in) financing activities | 1,067,669 | (2,126,935) |
Effect of exchange rate on cash and cash equivalents | 23 | 544 |
Net increase (decrease) in cash and cash equivalents | 249,624 | (1,988,675) |
Cash and cash equivalents, beginning of period | 1,086,701 | 3,075,376 |
Cash and cash equivalents, end of period | 1,336,325 | 1,086,701 |
Cash paid during the period for: | ||
Interest expense | 790,695 | $ 385,767 |
SUPPLEMENTAL INFORMATION - NONCASH INVESTING AND FINANCING TRANSACTIONS: | ||
Notes Payable | $ 279,297 | |
Number of shares of common stock issued for converted preferred stock | 718,954 | 3,994,133 |
Shares converted into common stock | 550,000 | 3,055,490 |
Liability recorded for fair value of an interest rate swap contract in connection with a tax exempt bond | $ 231,784 | |
Tax on liability recorded for fair value of an interest rate swap contract in connection with a tax exempt bond | $ 0 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 12 Months Ended |
Mar. 31, 2015 | |
DESCRIPTION OF BUSINESS | |
DESCRIPTION OF BUSINESS | NOTE 1 - DESCRIPTION OF BUSINESS TechPrecision Corporation, or TechPrecision, is a Delaware corporation organized in February 2005 under the name Lounsberry Holdings II, Inc. The name was changed to TechPrecision Corporation on March 6, 2006. TechPrecision is the parent company of Ranor, Inc., or Ranor, a Delaware corporation and Wuxi Critical Mechanical Components Co., Ltd., or WCMC, a wholly foreign owned enterprise (WFOE), to meet growing demand for local manufacturing of components in China. TechPrecision, WCMC and Ranor are collectively referred to as the “Company”, “we”, “us” or “our”. We manufacture large scale metal fabricated and machined precision components and equipment. These products are used in a variety of markets including the alternative energy, medical, nuclear, defense, commercial, and aerospace industries. The formation of WCMC was made in consultation with one of our largest alternative energy customers, and was based on the forecasted demand for solar and nuclear energy components in Asia, and especially in China. During the third quarter of fiscal 2011, WCMC commenced organizational and start-up activities and production began during the fourth quarter of fiscal 2011, with initial production units shipped to our largest solar customer on March 31, 2011. Through our subcontractors, we have the capability and capacity to manufacture production furnaces for the alternative energy industry and HEM sapphire industry in both the U.S. and Asia. Liquidity and Capital Resources At March 31, 2014, we were not in compliance with the fixed charges and interest coverage financial covenants under the Loan and Security Agreement between Ranor and Santander Bank N.A., 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, under the Loan Agreement, 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, July 1, 2014, and August 12, 2014, Ranor, TechPrecision and the Bank entered into additional Forbearance and Modification Agreements, or the Second Forbearance Agreement, Third Forbearance Agreement and Fourth Forbearance Agreement, respectively, or collectively with the First Forbearance Agreement, the Forbearance Agreements. Under each of the Forbearance Agreements, the Bank agreed to extend the Company’s forbearance period, and 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. Each Forbearance Agreement expired on its own terms, with the Fourth Forbearance Agreement, expiring on than September 30, 2014. During the forbearance period, we agreed to comply with the terms, covenants and provisions in the Loan Agreement and related documents, as amended by the Forbearance Agreements. 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) from exceeding 1.75 to 1.0. 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 were 4.4 to 1.0 and 3.8 to 1.0, respectively. 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 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; and (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 contained in these covenants are subject to certain exceptions specified in the LSA and in some cases may be waived by the 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 constutute 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 of the proceeds of the Credit Loan Note to pay off debt obligations owed to the Bank, under the Loan Agreement. Additionally, the Company retained approximately $1.27 million of the proceeds of the Credit Loan Note for general corporate purposes. On December 22, 2014, Ranor entered into a Term Loan and Security Agreement, or TLSA, with Revere High Yield Fund, LP, or Revere. Pursuant to the TLSA, Revere agreed to loan an aggregate of $2.25 million to Ranor under a term loan note in the aggregate principal amount of $1.5 million, or the First Loan Note, and a term loan note in the aggregate principal amount of $750,000, or the Second Loan Note. The First Loan Note is collateralized by a secured interest in Ranor’s Massachusetts facility and certain machinery and equipment at Ranor. The Second Loan Note is collateralized by a secured interest in certain accounts, inventory and equipment of Ranor. Payments under the TLSA, the First Loan Note and the Second Loan Note are due as follows: (a) payments of interest only on advanced principal on a monthly basis on the first day of each month from February 1, 2015 until December 31, 2015 with an annual interest rate on the unpaid principal balance of the First Loan Note and the Second Loan Note equal to 12% per annum and (b) the principal balance plus accrued and unpaid interest payable on December 31, 2015. Ranor’s obligations under the TLSA, the First Loan Note and the Second Loan Note are guaranteed by TechPrecision pursuant to a Guaranty Agreement with Revere. Ranor utilized approximately $1.45 million of the proceeds of the First Loan Note and the Second Loan Note to repay in full loan obligations owed to the Bank, plus breakage fees on a related interest swap of $217,220 under the Loan Agreement with the Bank. The remaining proceeds of the First Loan Note and the Second Loan Note were retained by the Company to be used for general corporate purposes. Pursuant to the TLSA, Ranor is subject to certain affirmative covenants more fully described in Note 8 – Debt. If we were to violate any of the covenants under the above debt agreements, the lenders could demand full repayment of the amounts we owe. We would need to seek alternative financing to pay these obligation as we do not have existing facilities or sufficient cash on hand to satisfy these obligations, and there is no guarantee that we would be able to obtain such alternative financing. We incurred an operating loss of $3.6 million for the year ended March 31, 2015. At March 31, 2015, we had cash and cash equivalents of $1.3 million, of which $14,185 is located in China and which we may not be able to repatriate for use in the United States without undue cost or expense, if at all. We have recorded a provision for potential contract losses of $2.4 million in connection with the bankruptcy filing and filed a proof of claim with the bankruptcy court to recover all of our costs under the contract terms of the GT Advanced Technologies, Inc., or GTAT, purchase agreement. The claim is now considered an unsecured creditor claim within the customer’s overall bankruptcy proceedings. We cannot be certain that we will be successful in recovering the full amount of our losses under this contract. 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 utilize our manufacturing capacity. We must also 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. We plan to closely monitor our expenses and, if required, will further reduce operating costs and capital spending to enhance liquidity. For the year ended March 31, 2015, our profit margins have improved significantly when compared to the year ended March 31, 2014, but our revenues are lower. Also, net cash used in operating activities was $776,469 for the year ended March 31, 2015. The consolidated financial statements for the year ended March 31, 2015, or fiscal 2015, 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 $7.7 million at March 31, 2015 and to continue as a going concern is dependent upon the successful execution of our operating plan and our ability to timely secure additional long-term financing. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of TechPrecision, WCMC and Ranor. Intercompany transactions and balances have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported period. We continually evaluate our estimates, including those related to contract accounting, accounts receivable, inventories, recovery of long-lived assets, income taxes and the valuation of equity transactions. We base our estimates on historical and current experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. Fair Value Measurements We account for fair value of financial instruments under the Financial Accounting Standard Board’s (FASB) Accounting Standards Codification (ASC) authoritative guidance which defines fair value and establishes a framework to measure fair value and the related disclosures about fair value measurements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The FASB establishes a fair value hierarchy used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Inputs based upon quoted market prices for identical assets or liabilities in active markets at the measurement date; Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3: Inputs that are management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments’ valuation. In addition, we will measure fair value in an inactive or dislocated market based on facts and circumstances and significant management judgment. We will use inputs based on management estimates or assumptions, or make adjustments to observable inputs to determine fair value when markets are not active and relevant observable inputs are not available. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses as presented in the balance sheet, approximates fair value due to the short-term nature of these instruments. The carrying value of short and long-term borrowings approximates their fair value. The Company’s short-term and long-term debt is all privately held with no public market for this debt. The fair value of short-term and long-term debt was computed based on comparable current market data for similar debt instruments and is considered to be level 3 under the fair value hierarchy. Cash and cash equivalents Holdings of highly liquid investments with maturities of three months or less, when purchased, are considered to be cash equivalents. U.S. based deposits are maintained in a large regional bank. Our China subsidiary also maintains a bank account in a large national bank in China subject to People’s Republic of China (PRC) banking regulations. Cash on deposit with a large national China-based bank was $14,185 and $29,191 at March 31, 2015 and 2014, respectively. Foreign currency translation The majority of our business is transacted in U.S. dollars; however, the functional currency of our China subsidiary is the local currency, the Chinese Yuan Renminbi. In accordance with ASC No. 830, Foreign Currency Matters (ASC 830), foreign currency translation adjustments of subsidiaries operating outside the United States are accumulated in other comprehensive income, a separate component of equity. Foreign currency transaction gains and losses are recognized in the determination of net income. Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the amount we expect to collect. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. Based on management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Current earnings are also charged with an allowance for sales returns based on historical experience. Historically, the level of uncollectible accounts has not been significant. There was no bad debt expense for the years ended March 31, 2015 and 2014. Inventories Inventories - raw materials is stated at the lower of cost or market determined by the first-in, first-out (FIFO) method. Property, plant and equipment, net Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are accounted for on the straight-line method based on estimated useful lives. The amortization of leasehold improvements is based on the shorter of the lease term or the useful life of the improvement. Amortization of assets recorded under capital leases is included under depreciation expense. Betterments and large renewals, which extend the life of the asset, are capitalized whereas maintenance and repairs and small renewals are expensed as incurred. The estimated useful lives are: machinery and equipment, 5-15 years; buildings, 30 years; and leasehold improvements, 2-5 years. Upon sale or retirement of depreciable assets, costs and related accumulated depreciation are eliminated and gains or losses are recognized in the statement of operations above operating income or loss. Interest is capitalized for assets that are constructed or otherwise produced for our own use, including assets constructed or produced for us by others for which deposits or progress payments have been made. Interest is capitalized to the date the assets are available and ready for use. When an asset is constructed in stages, interest is capitalized for each stage until it is available and ready for use. We use the interest rate incurred on funds borrowed specifically for the project. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. There was no interest cost capitalized in fiscal 2015 and 2014. In accordance with ASC No. 360, Property, Plant & Equipment (ASC 360), our property, plant and equipment is tested for impairment when triggering events occur, and if impaired, written-down to fair value based on either discounted cash flows or appraised values. The carrying amount of an asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. There were no impairments for the years ended March 31, 2015 and 2014. Operating Leases Operating leases are charged to operations on a straight-line basis over the term of the lease. We lease our office facilities for various terms under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2017 and provide for renewal options ranging from one to two years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. Derivative Financial Instruments We are exposed to various risks such as fluctuating interest rates, foreign exchange rates and increasing commodity prices. To manage these market risks, we may periodically enter into derivative financial instruments such as interest rate swaps, options and foreign exchange contracts for periods consistent with and for notional amounts equal to or less than the related underlying exposures. We do not purchase or hold any derivative financial instruments for speculation or trading purposes. All derivative instruments are recognized in the financial statements and measured at fair value regardless of the purpose or intent of holding them. At March 31, 2014, we had two interest rate swap transactions designated as cash flow hedges, each with an effective date of January 3, 2011. For our cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in stockholders’ equity (as a component of accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. We formally document the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. We also formally assess, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. We will discontinue hedge accounting prospectively when we determine that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires, is sold, terminated, or exercised, or our management determines to remove the designation of a cash flow hedge. See Note 8 for additional disclosure related to interest rate swaps. Convertible Preferred Stock and Warrants We measured the fair value of the Series A Convertible Preferred Stock by the amount of cash that was received for its issuance. We have determined that the convertible preferred shares and warrants issued are equity instruments. The holders of the Series A Convertible Preferred Stock have no right higher than the common stockholders other than the liquidation preference in the event of liquidation of the Company. Research and Development We charge research and development costs associated with the design and development of new products to expense when incurred. We incurred no research and development expense in fiscal 2015 or 2014. Selling, General, and Administrative Selling, general and administrative (SG&A) expenses include items such as executive compensation, business travel and advertising costs. Advertising costs are nominal and expensed as incurred. Other general and administrative expenses include items for our administrative functions and include costs for items such as office rent, supplies, insurance, legal, accounting, tax, telephone and other outside services. SG&A consisted of the following as of March 31: 2015 2014 Salaries and related expenses $ $ Professional fees Other general and administrative Total Selling, General and Administrative $ $ Stock Based Compensation Stock based compensation represents the cost related to stock based awards granted to our board of directors and employees. We measure stock based compensation cost at the grant date based on the estimated fair value of the award and recognize the cost as expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. We estimate the fair value of stock options using a Black-Scholes valuation model. Excess tax benefits of awards that are recognized in equity related to stock options exercises are reflected as financing cash inflows. Stock based compensation cost that has been included in loss from operations amounted to $262,550 and $362,962 for the fiscal years ended 2015 and 2014, respectively. See Note 13 for additional disclosures related to stock based compensation. Net Income (Loss) per Share of Common Stock Basic net income (loss) per common share is computed by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted net income (loss) per common share is calculated using net income or loss divided by diluted weighted-average shares. Diluted weighted-average shares include weighted-average shares outstanding plus the dilutive effect of convertible preferred stock, stock options and warrants calculated using the treasury stock method. See Note 13 for additional disclosures related to stock based compensation. Revenue Recognition We account for revenues and earnings using the percentage-of-completion method of accounting. Under this method, we recognize contract revenue and gross profit as the work progresses, either as the products are produced and delivered, or as services are rendered. We determine progress toward completion on production contracts based on either input measures, such as labor hours incurred, or output measures, such as units delivered. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability are recognized in the period in which the revisions are determined. Costs incurred on uncompleted contracts consist of labor, overhead, and materials. We may combine contracts for accounting purposes when they are negotiated as a package with an overall profit margin objective. These essentially represent an agreement to do a single project for a single customer, involve interrelated construction activities with substantial common costs, and are performed concurrently or sequentially. When a group of contracts is combined, revenue and profit are earned during the performance of the combined contracts. Costs allocable to undelivered units are reported in the consolidated balance sheet as costs incurred on uncompleted contracts. Amounts in excess of agreed upon contract price for customer directed changes, construction changes, customer delays or other causes of additional contract costs are recognized in contract value if it is probable that a claim for such amounts will result in additional revenue and the amounts can be reliably estimated. Revenues from such claims are recorded only to the extent that contract costs relating to the claim have been incurred. Revisions in cost and profit estimates are reflected in the period in which the facts requiring the revision become known and are estimable. When we can only estimate a range of revenues and costs, we use the most likely estimate within the range. If we cannot determine which estimate in the range is most likely, the amounts within the ranges that would result in the lowest profit margin (the lowest contract revenue estimate and the highest contract cost estimate) are used. In some situations, it may be impractical for us to estimate either specific amounts or ranges of contract revenues and costs. However, if we can at least determine that we will not incur a loss, a zero profit model is adopted. The zero profit model results in the recognition of an equal amount of revenues and costs. This method is only used if more precise estimates cannot be made and its use is discontinued when such estimates are obtainable. When we obtain more precise estimates, the change is treated as a change in an accounting estimate. Income Taxes In accordance with ASC No. 740, Income Taxes (ASC 740), income taxes are accounted for under the asset and liability method . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. New Accounting Standards Issued Standards Not Yet Adopted In April 2015, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2015-03, Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015. The new guidance will be applied on a retrospective basis and early adoption is permitted. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on the Company’s consolidated results of operations, financial position or cash flows. In January 2015, the FASB issued ASU No. 2015-01, Income Statement – Extraordinary and unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This guidance removes the concept of extraordinary items from U.S. GAAP. This guidance eliminates the requirement for companies to spend time assessing whether items meet the criteria of being both unusual and infrequent. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on our financial statements. 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. GAAP. The ASU 2014-09 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. |
PROPERTY, PLANT AND EQUIPMENT,
PROPERTY, PLANT AND EQUIPMENT, NET | 12 Months Ended |
Mar. 31, 2015 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
PROPERTY, PLANT AND EQUIPMENT, NET | NOTE 3 - PROPERTY, PLANT AND EQUIPMENT, NET Property, plant and equipment, net consisted of the following as of March 31: 2015 2014 Land $ $ Building and improvements Machinery equipment, furniture and fixtures Equipment under capital leases Total property, plant and equipment Less: accumulated depreciation ) ) Total property, plant and equipment, net $ $ Depreciation expense for the years ended March 31, 2015 and 2014 was $839,508 and $895,528, respectively. |
COSTS INCURRED ON UNCOMPLETED C
COSTS INCURRED ON UNCOMPLETED CONTRACTS | 12 Months Ended |
Mar. 31, 2015 | |
COSTS INCURRED ON UNCOMPLETED CONTRACTS | |
COSTS INCURRED ON UNCOMPLETED CONTRACTS | NOTE 4 - COSTS INCURRED ON UNCOMPLETED CONTRACTS The following table sets forth information as to costs incurred on uncompleted contracts as of March 31: 2015 2014 Cost incurred on uncompleted contracts, beginning balance $ $ Total cost incurred on contracts during the year Less cost of sales, during the year ) ) Cost incurred on uncompleted contracts, ending balance $ $ Billings on uncompleted contracts, beginning balance $ $ Plus: Total billings incurred on contracts, during the year Less: Contracts recognized as revenue, during the year ) ) Billings on uncompleted contracts, ending balance $ $ Cost incurred on uncompleted contracts, ending balance $ $ Billings on uncompleted contracts, ending balance Costs incurred on uncompleted contracts, in excess of progress billings $ $ 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 amount of recovery can be estimated reliably and realization is probable. As of March 31, 2015 and 2014, we had deferred revenues totaling $1,211,506 and $1,461,689, respectively. Deferred revenues represent customer prepayments on their contracts and completed contracts on which all revenue recognition criteria were not met. We record provisions for losses within costs of sales in our consolidated statement of operations and comprehensive (loss) income. We also receive advance billings and deposits representing down payments for acquisition of materials and progress payments on contracts. The agreements with our customers allow us to offset the progress payments against the costs incurred. |
OTHER CURRENT ASSETS
OTHER CURRENT ASSETS | 12 Months Ended |
Mar. 31, 2015 | |
OTHER CURRENT ASSETS | |
OTHER CURRENT ASSETS | NOTE 5 – OTHER CURRENT ASSETS Other current assets included the following as of March 31: 2015 2014 Payments advanced to suppliers $ $ Prepaid insurance Collateral deposits (see Note 8) -- Deferred loan costs, net of amortization -- Other Total $ $ |
OTHER NONCURRENT ASSETS
OTHER NONCURRENT ASSETS | 12 Months Ended |
Mar. 31, 2015 | |
OTHER NONCURRENT ASSETS | |
OTHER NONCURRENT ASSETS | NOTE 6 – OTHER NONCURRENT ASSETS Other noncurrent assets included the following as of March 31: 2015 2014 Deferred loan costs, net of amortization $ $ Total $ $ |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Mar. 31, 2015 | |
ACCRUED EXPENSES | |
ACCRUED EXPENSES | NOTE 7 - ACCRUED EXPENSES Accrued expenses included the following as of March 31: 2015 2014 Accrued compensation $ $ Interest rate swaps market value -- Provision for contract losses Accrued interest expense -- Other Total $ $ Our contract loss provision at March 31, 2015 and 2014 includes approximately $0.5 million and $2.7 million, respectively, 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. As a result of the customer filing a voluntary bankruptcy claim, the demand is now considered an unsecured creditor claim within the customer’s overall bankruptcy proceedings. It is more likely than not, that we will not be able to recover the full amount of our claim. As such, part of the total reduction in the liability reflects the netting of approximately $0.8 million of accumulated costs in work-in-progress and $1.1 million of accounts receivable with the loss provision. Accrued interest expense is for deferred interest costs accounted for under the effective interest method in connection with the Utica Credit Loan Note due November 2018. |
DEBT
DEBT | 12 Months Ended |
Mar. 31, 2015 | |
DEBT | |
DEBT | NOTE 8 – DEBT Long-term debt as of March 31: 2015 2014 Utica Credit Loan Note due November 2018 $ $ -- Revere Term Loan and Notes due December 2015 -- MDFA Series A Bonds -- MDFA Series B Bonds -- Obligations under capital leases Total debt $ $ Less: Short-term debt $ $ -- Less: Current portion of long-term debt $ $ Total long-term debt, including capital lease $ $ Term Loan and Security Agreement On December 22, 2014, Ranor entered into the TLSA with Revere. Pursuant to the TLSA, Revere agreed to loan an aggregate of $2.25 million to Ranor under the First Loan Note in the aggregate principal amount of $1.5 million and the Second Loan Note in the aggregate principal amount of $750,000. The First Loan Note is collateralized by a secured interest in Ranor’s Massachusetts facility and certain machinery and equipment at Ranor. The Second Loan Note is collateralized by a secured interest in certain accounts, inventory and equipment of Ranor. Payments under the TLSA, the First Loan Note and the Second Loan Note are due as follows: (a) payments of interest only on advanced principal on a monthly basis on the first day of each month from February 1, 2015 until December 31, 2015 with an annual interest rate on the unpaid principal balance of the First Loan Note and the Second Loan Note equal to 12% per annum and (b) the principal balance plus accrued and unpaid interest payable on December 31, 2015. Ranor’s obligations under the TLSA, the First Loan Note and the Second Loan Note are guaranteed by TechPrecision pursuant to a Guaranty Agreement with Revere. Ranor utilized approximately $1.45 million of the proceeds of the First Loan Note and Second Loan Note to pay off MDFA Bond obligations owed to the Bank plus breakage fees on a related interest swap of $217,220 under the Loan Agreement with the Bank. The remaining proceeds of the First Loan Note and the Second Loan Note were retained by the Company for general corporate purposes. Pursuant to the TLSA, Ranor is subject to certain affirmative and negative covenants, including a cash covenant, which requires that we maintain minimum month end cash balances that range from $400,000 to $820,000. We were required to maintain a cash balance of $500,000 at March 31, 2015. We were in compliance with all covenants under the TLSA at March 31, 2015. 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 an interest rate on the unpaid principal balance of the Credit Loan Note equal to 7.5% plus the greater of 3.3% or the six-month LIBOR interest rate, as described in the Credit Loan Note. At December 31, 2014 the rate of interest on the debt under the LSA was 10.8%. In addition, if the obligations under the LSA and the Credit Loan Note are paid in full prior to the maturity date, Ranor will be required to pay Utica deferred interest in an amount ranging from $166,000 during the first twelve months of the term of the loan to $498,000 at any time after the forty-eighth month of the term of the loan. 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 contained in 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 constitute 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 of the proceeds of the Credit Loan Note to pay off, or complete a refinancing of, debt obligations owed to the Bank under the Loan Agreement. We retained approximately $1.27 million of the proceeds of the Credit Loan Note for general corporate purposes. 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. 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 Ranor, 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 acquisition of Ranor’s manufacturing facility in Westminster, Massachusetts, and a 19,500 square foot expansion of this facility, 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. At 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 March 31, 2014, as the actual leverage ratio was 3.81 to 1.0. On May 30, 2014, in connection with the execution of the LSA with Utica, the Company paid down approximately $2.0 million of our obligations 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. On December 22, 2014, we entered into the TLSA with Revere. We utilized approximately $1.45 million of the proceeds of the First Loan Note and Second Loan Note to pay off the remaining balance of the Series A Bonds in full, and to pay a breakage fee of $217,220 for early termination of the interest rate swap for the Series A Bonds. Derivative Instruments At March 31, 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 Bonds 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 Bonds interest rate swap, and de-designated our Series A Bonds interest rate swap in the second quarter of fiscal 2015. 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 of the interest rate swap recorded in current liabilities on our balance sheet was $0 and $231,784 on December 31, 2014 and March 31, 2014, respectively. We terminated the interest rate swap which hedged the cash flows of the Series A Bonds on December 22, 2014. We paid a breakage fee of $217,220 for early termination of the interest rate swap for the Series A Bonds and recorded the amount as interest expense in our statement of operations. 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. Forbearance Agreements On January 16, 2014, Ranor, TechPrecision 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, or the First Forbearance Period. In consideration for the granting of the First Forbearance Agreement, we agreed to: (i) pay 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 and the Series B Bonds, respectively; and (v) pay a forbearance fee of 3% of the net outstanding balance due to the Bank, which amounted to $128,433 due in installments during the First Forbearance Period. On May 30, 2014, Ranor, TechPrecision and the Bank entered into 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, Ranor, TechPrecision 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, Ranor, TechPrecision 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 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 and continued to make principal and interest payments pursuant to the terms of the Loan Agreement, as amended by Forbearance Agreements. We were not in compliance with the leverage ratio covenant at September 30, 2014 or March 31, 2014, as the actual leverage ratios were 4.4 to 1.0 and 3.8 to 1.0, respectively. The weighted average interest rate on total debt outstanding at March 31, 2015 and March 31, 2014 was 11.25% and 4.1%, respectively. 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 a 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 March 31, 2015 and March 31, 2014 was $38,027 and $46,420, respectively. The maturities of all of our debt including the capital lease are as follows: 2016: $3,183,651; 2017: $933,820; 2018: $934,536; and 2019: $617,502. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES | |
INCOME TAXES | NOTE 9 - INCOME TAXES We account for income taxes under the provisions of FASB ASC 740, Income Taxes . The following table reflects loss from continuing operations by location, and the provision and benefit for income taxes and the effective tax rate for the applicable fiscal: 2015 2014 U.S. operations $ ) $ ) Foreign operations ) ) Loss from operations before tax ) ) Income tax (benefit) expense provision ) ) Net Loss $ ) $ ) The provision (benefit) for income taxes consists of the following as of March 31: Current 2015 2014 Federal $ ) $ State ) Foreign -- ) Total Current ) ) Deferred Federal -- -- State -- -- Foreign -- -- Total Deferred -- -- Income tax benefit provision $ ) $ ) Reconciliation between income taxes computed at the federal statutory rate for fiscal years ended March 31, 2015 and 2014 to the effective income tax rates applied to the net loss reported in the Consolidated Statements of Operations and Other Comprehensive Loss: 2015 2014 F ederal statutory income tax rate % % State income tax, net of federal benefit % -- % Change in valuation allowance % % Stock based compensation % % Other % % Effective income tax rate % % The following table summarizes the components of deferred income tax assets and liabilities: Current Deferred Tax Assets: 2015 2014 Compensation $ $ Allowance for doubtful accounts Loss on uncompleted contracts Net operating loss carryforward -- Foreign currency translation adjustment Other liabilities not currently deductible Valuation allowance ) ) Total Current Deferred Tax Asset $ $ Noncurrent Deferred Tax Asset (Liability): Share based compensation awards Net operating loss carryforward Valuation allowance ) ) Total Noncurrent Deferred Tax Assets $ $ Accelerated depreciation ) ) Net Noncurrent Deferred Tax Asset (Liability) $ ) $ ) Net Deferred Tax Asset $ -- $ -- In assessing the recoverability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. We have determined that it is more likely than not that certain future tax benefits may not be realized. Accordingly, a valuation allowance has been recorded against deferred tax assets that are unlikely to be realized. Realization of the remaining deferred tax assets will depend on the generation of sufficient taxable income in the appropriate jurisdiction, the reversal of deferred tax liabilities, tax planning strategies and other factors prior to the expiration date of the carryforwards. A change in the estimates used to make this determination could require an increase in deferred tax assets if they become realizable. The following table summarizes carryforwards of net operating losses and tax credits as of March 31, 2015: Amount Begins to Expire: Federal net operating losses $ Federal alternative minimum tax credits $ Indefinite State net operating losses $ The Internal Revenue Code provides for a limitation on the annual use of net operating loss carryforwards following certain ownership changes that could limit our ability to utilize these carryforwards on a yearly basis. We experienced an ownership change in connection with the acquisition of Ranor. Accordingly, our ability to utilize certain carryforwards is limited. Additionally, U.S. tax laws limit the time during which these carryforwards may be applied against future taxes. Therefore, we may not be able to take full advantage of these carryforwards for Federal or state income tax purposes. The following table provides a reconciliation of our unrecognized tax benefits as of March 31, 2015: Unrecognized tax benefits at March 31, 2014 $ 17,206 Increases based on tax positions related to 2015 -- Increases based on tax positions prior to 2015 357 Decreases from expiration of statute of limitations 8,465 Unrecognized tax benefits at March 31, 2015 $ 9,098 In fiscal 2015 we recognized $357 of interest expense related to uncertain tax positions in the Consolidated Statements of Operations and Comprehensive Loss. We have not accrued any penalties with respect to uncertain tax positions. We file income tax returns in the U.S. federal jurisdiction, and various state jurisdictions. Our foreign subsidiary files separate income tax returns in China, the foreign jurisdiction in which it is located. Tax years 2010 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 Consolidated Statements of Operations and Comprehensive Loss. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2015 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | NOTE 10- RELATED PARTY TRANSACTIONS WCMC leased approximately 1,000 square feet of office space from an affiliate of Cleantech Solutions International, or CSI, to serve as its primary corporate offices in Wuxi, China. The lease had an initial two-year term and rent under the lease with the CSI affiliate is approximately $17,000 on an annual basis. This lease expired on November 15, 2013 and was not renewed. In addition to having leased property from an affiliate of CSI, we subcontract fabrication and machining services from CSI through their manufacturing facility in Wuxi, China and such subcontracted services are overseen by our personnel co-located at CSI in Wuxi, China. We viewed CSI as a related party because a holder of approximately 5% of the fully diluted equity interests in CSI, also holds approximately 36% of the fully diluted equity interests in TechPrecision. There were no payments made to CSI in fiscal 2015 and fiscal 2014. WCMC is subcontracting manufacturing services from other Chinese manufacturing companies on comparable terms as those it has with CSI. |
PROFIT SHARING PLAN
PROFIT SHARING PLAN | 12 Months Ended |
Mar. 31, 2015 | |
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 $9,409 and $12,413 for the years ended March 31, 2015 and 2014, respectively. |
CAPITAL STOCK
CAPITAL STOCK | 12 Months Ended |
Mar. 31, 2015 | |
CAPITAL STOCK | |
CAPITAL STOCK | NOTE 12 - CAPITAL STOCK Preferred Stock We have 10,000,000 authorized shares of preferred stock and our 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. Our 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 each share of Series A Convertible Preferred Stock became convertible into 1.3072 shares of common stock, with an effective conversion price of $0.218. Based on the current conversion ratio, there were 1,927,508 and 2,477,508 common shares underlying the Series A Convertible Preferred Stock as of March 31, 2015 and 2014, respectively. In addition to the conversion rights described above, the certificate of designation for the Series A Convertible Preferred Stock provides that the holder of the Series A Convertible Preferred Stock or its affiliates will not be entitled to convert the Series A Convertible Preferred Stock into shares of common stock or exercise warrants to the extent that such conversion or exercise would result in beneficial ownership by the investor and its affiliates of more than 4.9% of the shares of common stock outstanding after such exercise or conversion. This provision cannot be amended. No dividends are payable with respect to the Series A Convertible Preferred Stock and no dividends are payable on common stock while Series A Convertible Preferred Stock is outstanding. The common stock cannot be repurchased while preferred stock is outstanding. The holders of the Series A Convertible Preferred Stock have no voting rights. However, so long as any shares of Series A Convertible Preferred Stock are outstanding, we shall not, without the affirmative approval of the holders of 75% of the shares of Series A Convertible Preferred Stock then outstanding, (a) alter or change adversely the powers, preferences or rights given to the Series A Convertible Preferred Stock, (b) authorize or create any class of stock ranking as to dividends or distribution of assets upon liquidation senior to or otherwise pari passu with the Series A Convertible Preferred Stock, or any of preferred stock possessing greater voting rights or the right to convert at a more favorable price than the Series A Convertible Preferred Stock, (c) amend our certificate of incorporation or other charter documents in breach of any of the foregoing provisions, (d) increase the authorized number of shares of Series A Convertible Preferred Stock, or (e) enter into any agreement with respect to the foregoing. Upon any liquidation we will 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. Under the terms of the purchase agreement, pursuant to which the Series A Convertible Preferred Stock was sold, each investor has the right of first refusal in the event that we seek to raise additional funds through a private placement of securities, other than certain exempt issuances. The percentage of shares that an investor may acquire is based on the ratio of our common stock held by the investor as a result of the conversion of our Series A Preferred Stock or represented by the Series A Convertible Preferred Stock held by the investor on an as converted basis to the total of shares of common stock into which the Series A Convertible Preferred Stock may be converted. On August 14, 2009, our board of directors adopted a resolution authorizing and directing that the designated shares of Series A Convertible Preferred Stock be increased from 9,000,000 to 9,890,980. On August 14, 2009, we entered into a warrant exchange agreement pursuant to which we agreed to issue 3,595,472 shares of Series A Convertible Preferred Stock to certain investors in exchange for warrants to purchase 9,320,000 shares of common stock. Effective September 11, 2009, the warrants were surrendered to us, we filed an amendment to the certificate of designation relating to the Series A Convertible Preferred Stock to increase the number of designated shares of Series A Convertible Preferred Stock, and the 3,595,472 shares of Series A Convertible Preferred Stock were issued pursuant to the terms of the warrant exchange agreement. All warrants surrendered in connection with the warrant exchange were cancelled. During the fiscal year ended March 31, 2015 and 2014, 550,000 and 3,055,490 shares of Series A Convertible Preferred Stock were converted into 718,954 and 3,994,13 3 shares of common stock, respectively. We had 1,927,508 and 2,477,508 shares of Series A Convertible Preferred Stock outstanding at March 31, 2015 and 2014, respectively. Common Stock We had 90,000,000 authorized common shares at March 31, 2015 and 2014. There were 24,669,958 shares of common stock outstanding at March 31, 2015, and 23,951,004 shares of common stock outstanding at March 31, 2014. In fiscal 2015, we issued 718,954 shares of common stock in connection with Series A Convertible Preferred Stock conversions. In fiscal 2014, we issued 3,994,13 3 shares of common stock in connection with Series A Convertible Preferred Stock conversions. |
STOCK BASED COMPENSATION
STOCK BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2015 | |
STOCK BASED COMPENSATION | |
STOCK BASED COMPENSATION | NOTE 13 - STOCK BASED COMPENSATION In 2006, our board of directors adopted, and our stockholders approved, the 2006 long-term incentive plan, or the Plan, covering 1,000,000 shares of common stock. On August 5, 2010, the Plan was amended to increase the maximum number of shares of common stock that may be issued to an aggregate of 3,000,000 shares. On September 15, 2011, the directors adopted and the shareholders approved an amendment to increase the maximum number of shares of common stock that may be issued to an aggregate of 3,300,000 shares. 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 our board of directors. Independent directors are not eligible for discretionary options. Pursuant to the Plan, each newly elected independent director receives at the time of election, a five-year 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 1 of each year following the third anniversary of the date of his or her first election. On June 13, 2013, we granted stock options to our Executive Chairman to purchase 100,000 shares of common stock each at an exercise price of $0.67 per share, the fair market value on the date of grant. One third of the share grant will vest at the time of the grant, with the remaining options vesting in equal amounts on the second and third anniversaries of the grant date. On June 13, 2013, we granted stock options to our senior management team to purchase in total 300,000 shares of common stock at an exercise price of $0.67 per share, the fair market value on the date of grant. The options will vest in equal amounts over three years on the anniversary of the grant date. On July 1, 2013, we granted stock options to members of our board of directors to purchase 20,000 shares of common stock at an exercise price of $0.62 per share, the fair market value on the date of grant. Fifty percent of the options will vested at the time of grant while the remaining options vested in equal amounts at six and eighteen months following the grant date. On March 19, 2014, the Board approved a grant of 180,000 shares of restricted common stock to the CFO and other members of the Company’s finance team in recognition of their service to the Company. Assuming the employees remain employed by the Company at the time of each vesting event, vesting shall occur upon the timely completion of a new financing that provides adequate liquidity to the Company for one year; upon timely filing of the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014 with no material weaknesses; and upon one year from the date of grant. On July 1, 2014, we granted stock options to certain members of our board of directors to purchase 30,000 shares of common stock at an exercise price of $0.62 per share, the fair market value on the date of grant. Fifty percent of the options vested at the time of the grant, while the remaining options vested in equal amounts at six and eighteen months following the grant date. The fair value of the options we granted 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. 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. The assumptions utilized for option grants during the periods presented ranged from 100.7% to 134.1% for volatility, a risk free interest rate of 0.061% to 1.750%, and expected term of approximately five years. At March 31, 2015, 1,712,006 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 3/31/2013 $ 1.027 $ Granted $ 0.670 Forfeited ) $ 0.952 Outstanding at 3/31/2014 $ 1.014 $ Granted $ 0.620 Forfeited ) $ 0.730 Outstanding at 3/31/2015 $ 1.049 $ Vested or expected to vest 3/31/2015 $ 1.049 $ Exercisable and vested at 3/31/2015 $ 1.089 $ At March 31, 2015 there was $39,638 of total unrecognized compensation cost related to stock options. These costs are expected to be recognized over the next two years. The total fair value of shares vested during the year was $330,418. The following table summarizes the status of our stock options outstanding but not vested for the year ended March 31, 2015: Number of Options Weighted Average Outstanding at 3/31/2013 854,334 $ 1.249 Granted 580,000 $ 0.670 Forfeited (607,667) $ 1.191 Vested (205,334) $ 1.783 Outstanding at 3/31/2014 621,333 $ 0.967 Granted 50,000 $ 0.620 Forfeited (219,333) $ 0.875 Vested (339,500) $ 1.075 Outstanding at 3/31/2015 112,500 $ 0.664 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 were seeking a permanent chief executive officer. The options have a term of ten years and will vest in three equal installments on each of the grant date and first and second anniversaries of the grant date 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. |
CONCENTRATION OF CREDIT RISK AN
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS | 12 Months Ended |
Mar. 31, 2015 | |
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 March 31, 2015, there were accounts receivable balances outstanding from three customers comprising 67% 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: March 31, 2015 March 31, 2014 Customer Dollars Percent Dollars Percent A $ % $ * * % B $ % $ * * % C $ % $ * * % D $ * * % $ % E $ * * % $ % F $ * * % $ % *less than 10% of total 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 fiscal year ended: March 31, 2015 March 31, 2014 Customer Dollars Percent Dollars Percent A $ $ B $ $ C $ * *% $ *less than 10% of total |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Mar. 31, 2015 | |
SEGMENT INFORMATION | |
SEGMENT INFORMATION | NOTE 15 – SEGMENT INFORMATION We consider our business to consist of one segment - metal fabrication and precision machining. 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 2015 2014 2015 2014 United States $ $ $ $ China $ $ $ $ |
COMMITMENTS
COMMITMENTS | 12 Months Ended |
Mar. 31, 2015 | |
COMMITMENTS | |
COMMITMENTS | NOTE 16 – COMMITMENTS Leases On November 17, 2010, we entered into that certain Lease Agreement, dated November 17, 2010, or the prior lease, with Center Valley Parkway Associates, L.P., or the prior landlord, to lease approximately 3,200 square feet of office space in Center Valley, Pennsylvania which we used as our corporate headquarters. We took possession of the office space on April 1, 2011. In addition to the base rent, we paid the prior landlord certain operating expenses and other fees in accordance with the terms of the prior lease. At March 31, 2014 we recorded a liability for deferred rent of $12,778 reflecting the difference between the expense recorded in our Consolidated Statement of Operations and Comprehensive Loss and the monthly rent cash payments paid to the prior landlord. On March 3, 2015, we entered into a lease termination agreement pursuant to which the Company and prior landlord agreed to terminate without penalty the p rior lease . As a result of the agreement, the prior lease was terminated on, and we vacated our corporate offices in Center Valley, Pennsylvania on March 15, 2015. We sold or retired substantially all of the furniture and fixtures at the Center Valley location. A loss of $81,340 was recognized on the retirement and is recorded in general and administrative expense in our Consolidated Statement of Operations and Comprehensive Loss. The Company agreed to reimburse the prior landlord for certain expenses it will incur in connection with re-leasing the Center Valley property. Other than as described above, there is no relationship between the Company and the prior landlord. On March 6, 2015, we entered into a new office lease, or the Newtown Square Lease, with CLA Building Associates, L.P., or CLA, pursuant to which the Company leases approximately 4,000 square feet located at 2 Campus Boulevard, Newtown Square, Pennsylvania, the Newtown Square Property. The initial term of the Newtown Square Lease commenced on March 15, 2015 and will expire on September 15, 2015, unless sooner if terminated in accordance with the terms of the Newtown Square Lease. The monthly base rent for the Newtown Square Property is $2,400 per month, for an aggregate amount of $14,400 during the initial term of Newtown Square Lease, in addition to payments for electricity and gas (on a proportionate ratio basis for the entire building). The Company and CLA each have the right to terminate the Newtown Square Lease upon 45 days written notice to the other party though CLA can only exercise this right if it is able to lease the Newtown Square Property to another party for a term longer than the term of the Newtown Square Lease. Other than as described above, there is no relationship between the Company and the CLA. We also lease approximately 1,000 square feet of office space in Wuxi, China. The annual rental cost is approximately $4,000 and the lease expires on November, 2016. The lease can be renewed on an annual basis. Rent expense for all operating leases for the fiscal years ended March 31, 2015 and 2014 was $69,397 and $104,047, respectively. Future minimum lease payments required under non-cancellable operating leases in the aggregate, at March 31, 2015, totaled $22,215. The totals for each annual period ended on March 31, 2016 and 2017 are $18,308 and $3,907, respectively. As of March 31, 2015, we had $0.9 million in purchase obligations outstanding, which primarily consisted of contractual commitments to purchase raw materials and supplies at fixed prices. Employment Agreements We have employment agreements with each of our executive officers. Such agreements provide for minimum salary levels, adjusted annually, and incentive bonuses that are payable if specified company goals are attained. The aggregate commitment at March 31, 2015 for future executive salaries during the fiscal year ending March 31, 2016, including fiscal 2015 bonuses payable after March 31, 2015, was approximately $0.9 million. The aggregate commitment at March 31, 2015 was approximately $0.4 million for accrued payroll, vacation and holiday pay for the remainder of our employees. |
EARNINGS PER SHARE (EPS)
EARNINGS PER SHARE (EPS) | 12 Months Ended |
Mar. 31, 2015 | |
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 convertible preferred stock, warrants, and stock options that would be dilutive. The following table provides a reconciliation of the numerators and denominators reflected in the basic and diluted earnings per share computations, as required under FASB ASC 260. March 31, 2015 March 31, 2014 Basic EPS Net Loss $ ) $ ) Weighted average shares Basic Loss per share $ ) $ ) Diluted EPS Net Loss $ ) $ ) Dilutive effect of convertible preferred stock, warrants and stock options -- -- Diluted weighted average shares Diluted Loss per share $ ) $ ) 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 years ended March 31, 2015 and 2014, there were 2,112,988 and 4,801,246, respectively, of potentially anti-dilutive stock options, warrants and convertible preferred stock, respectively, none of which were included in the EPS calculations above. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2015 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | NOTE 18 – SUBSEQUENT EVENTS Assignment of Claim On April 17, 2015, Ranor, Inc., entered into an Assignment of Claim Agreement, or the Assignment Agreement, with Citigroup Financial Products Inc., or Citigroup. Pursuant to the terms of the Assignment Agreement, Ranor agreed to sell, transfer, convey and assign to Citigroup all of Ranor’s right, title and interest in and to Ranor’s unsecured claim against GTAT in the aggregate amount of $3,740,956.34. GTAT, together with certain of its direct and indirect subsidiaries, or collectively, the GTAT Group, commenced voluntary cases under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of New Hampshire. The GTAT Group’s bankruptcy filing caused an automatic stay in the arbitration proceeding that Ranor had previously asserted GTAT and caused Ranor’s arbitration claim to become an unsecured creditor claim in the GTAT Group’s bankruptcy case. Pursuant to the Assignment Agreement, Citigroup will pay to Ranor an initial amount equal to $1,122,286.90, subject to a 54.75% (or $645,314.97) holdback, such Holdback. The Holdback is to be paid either (A) upon receipt of written notice Ranor’s Claim against GTAT (or any portion thereof) has been fully and finally allowed against the GTAT as a non-contingent, liquidated, and undisputed general unsecured claim, been listed as non-contingent, liquidated, and undisputed on schedules filed by GTAT with the Bankruptcy Court, or appeared on the claims agent’s or trustee’s or other estate representative’s records, or has otherwise been conclusively and finally treated in the GTAT proceedings, as “allowed” or “accepted as filed”; or (B) the time period during which any party (including GTAT) is permitted to file an objection, dispute or challenge with respect to the Ranor’s claim against GTAT in the proceedings expires and no objection, dispute or challenge has been filed with respect to any portion of this claim. If the total amount of Ranor’s claim that is allowed against GTAT, then Citigroup must pay Ranor the entire Holdback; however; if the amount of Ranor’s claim that is allowed is greater than $1,692,782.74 but less than the total amount of the claim, then Citigroup only has to pay Ranor an amount equal to the Holdback minus the product of 30% multiplied by the difference between the total amount of Ranor’s claim and the amount of Ranor’s claim that is actually allowed. If the total amount of Ranor’s claim that is allowed against GTAT is less than $1,692,782.74, then Ranor may be obligated to repurchase, at Citigroup’s election, any portion of its claim not allowed below $1,692,782.74 multiplied by 30%, plus interest at 7% per annum from April 21, 2015 through the repurchase date on the portion of the claim Ranor is obligated to repurchase from Citigroup. The Company cannot predict the amount of Ranor’s claim that will be finally allowed or admitted in the GTAT bankruptcy proceeding and cannot guarantee that Ranor will receive any additional payment on its Claim. New Lease On June 1, 2015 we entered into a new office lease with GPX Wayne Office Properties, L.P., or GPX Wayne, pursuant to which the Company will lease approximately 1,100 square feet located at 992 Old Eagle School Road, Wayne, Pennsylvania, or the Wayne Property, commencing on the earlier of (i) the date when the Company assumes possession of the Wayne Property or (ii) the date set in a notice provided by GPX Wayne to the Company at least fifteen days before the substantial completion of certain leasehold improvements to the Wayne Property. We anticipate that the commencement date of this lease will be on or about June 15, 2015. The initial term of this lease will expire on the last day of the twelfth calendar month after the commencement date, unless sooner terminated in accordance with the terms of the l ease. The Company’s base rent for the Wayne Property will be $1,837.88 per month in addition to payments for electricity (on a proportionate ratio basis for the entire building), certain contributions for leasehold improvements, and certain other additional rent items (including certain taxes, insurance premiums and operating expenses). Other than as described above, there is no relationship between the Company and GPX Wayne. Termination of Lease On June 4, 2015, the Company entered into a lease termination agreement with CLA pursuant to which the Company and CLA agreed to terminate the Newtown Square Lease. Pursuant to the lease termination agreement, the Newtown Square Lease will be terminated on, and the Company will vacate the Newtown Square Property on or before June 30, 2015. The lease termination agreement provides that the CLA will retain the Company’s security deposit of $2,400. |
SIGNIFICANT ACCOUNTING POLICI26
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements include the accounts of TechPrecision, WCMC and Ranor. Intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements In preparing the consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP), management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and revenues and expenses during the reported period. We continually evaluate our estimates, including those related to contract accounting, accounts receivable, inventories, recovery of long-lived assets, income taxes and the valuation of equity transactions. We base our estimates on historical and current experiences and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ from those estimates. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements. |
Fair Value Measurements | Fair Value Measurements We account for fair value of financial instruments under the Financial Accounting Standard Board’s (FASB) Accounting Standards Codification (ASC) authoritative guidance which defines fair value and establishes a framework to measure fair value and the related disclosures about fair value measurements. The fair value of a financial instrument is the amount that could be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Financial assets are marked to bid prices and financial liabilities are marked to offer prices. Fair value measurements do not include transaction costs. The FASB establishes a fair value hierarchy used to prioritize the quality and reliability of the information used to determine fair values. Categorization within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fair value hierarchy is defined into the following three categories: Level 1: Inputs based upon quoted market prices for identical assets or liabilities in active markets at the measurement date; Level 2: Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data; and Level 3: Inputs that are management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. The inputs are unobservable in the market and significant to the instruments’ valuation. In addition, we will measure fair value in an inactive or dislocated market based on facts and circumstances and significant management judgment. We will use inputs based on management estimates or assumptions, or make adjustments to observable inputs to determine fair value when markets are not active and relevant observable inputs are not available. The carrying amount of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses as presented in the balance sheet, approximates fair value due to the short-term nature of these instruments. The carrying value of short and long-term borrowings approximates their fair value. The Company’s short-term and long-term debt is all privately held with no public market for this debt. The fair value of short-term and long-term debt was computed based on comparable current market data for similar debt instruments and is considered to be level 3 under the fair value hierarchy. |
Cash and cash equivalents | Cash and cash equivalents Holdings of highly liquid investments with maturities of three months or less, when purchased, are considered to be cash equivalents. U.S. based deposits are maintained in a large regional bank. Our China subsidiary also maintains a bank account in a large national bank in China subject to People’s Republic of China (PRC) banking regulations. Cash on deposit with a large national China-based bank was $14,185 and $29,191 at March 31, 2015 and 2014, respectively. |
Foreign currency translation | Foreign currency translation The majority of our business is transacted in U.S. dollars; however, the functional currency of our China subsidiary is the local currency, the Chinese Yuan Renminbi. In accordance with ASC No. 830, Foreign Currency Matters (ASC 830), foreign currency translation adjustments of subsidiaries operating outside the United States are accumulated in other comprehensive income, a separate component of equity. Foreign currency transaction gains and losses are recognized in the determination of net income. |
Accounts receivable and allowance for doubtful accounts | Accounts receivable and allowance for doubtful accounts Accounts receivable are stated at the amount we expect to collect. We maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. Management considers the following factors when determining the collectability of specific customer accounts: customer credit-worthiness, past transaction history with the customer, current economic industry trends, and changes in customer payment terms. Based on management’s assessment, we provide for estimated uncollectible amounts through a charge to earnings and a credit to a valuation allowance. Balances which remain outstanding after reasonable collection efforts are written off through a charge to the valuation allowance and a credit to accounts receivable. Current earnings are also charged with an allowance for sales returns based on historical experience. Historically, the level of uncollectible accounts has not been significant. There was no bad debt expense for the years ended March 31, 2015 and 2014. |
Inventories | Inventories Inventories - raw materials is stated at the lower of cost or market determined by the first-in, first-out (FIFO) method. |
Property, plant and equipment, net | Property, plant and equipment, net Property, plant and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are accounted for on the straight-line method based on estimated useful lives. The amortization of leasehold improvements is based on the shorter of the lease term or the useful life of the improvement. Amortization of assets recorded under capital leases is included under depreciation expense. Betterments and large renewals, which extend the life of the asset, are capitalized whereas maintenance and repairs and small renewals are expensed as incurred. The estimated useful lives are: machinery and equipment, 5-15 years; buildings, 30 years; and leasehold improvements, 2-5 years. Upon sale or retirement of depreciable assets, costs and related accumulated depreciation are eliminated and gains or losses are recognized in the statement of operations above operating income or loss. Interest is capitalized for assets that are constructed or otherwise produced for our own use, including assets constructed or produced for us by others for which deposits or progress payments have been made. Interest is capitalized to the date the assets are available and ready for use. When an asset is constructed in stages, interest is capitalized for each stage until it is available and ready for use. We use the interest rate incurred on funds borrowed specifically for the project. The capitalized interest is recorded as part of the asset to which it relates and is amortized over the asset’s estimated useful life. There was no interest cost capitalized in fiscal 2015 and 2014. In accordance with ASC No. 360, Property, Plant & Equipment (ASC 360), our property, plant and equipment is tested for impairment when triggering events occur, and if impaired, written-down to fair value based on either discounted cash flows or appraised values. The carrying amount of an asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group. There were no impairments for the years ended March 31, 2015 and 2014. |
Operating Leases | Operating Leases Operating leases are charged to operations on a straight-line basis over the term of the lease. We lease our office facilities for various terms under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2017 and provide for renewal options ranging from one to two years. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. |
Derivative Financial Instruments | Derivative Financial Instruments We are exposed to various risks such as fluctuating interest rates, foreign exchange rates and increasing commodity prices. To manage these market risks, we may periodically enter into derivative financial instruments such as interest rate swaps, options and foreign exchange contracts for periods consistent with and for notional amounts equal to or less than the related underlying exposures. We do not purchase or hold any derivative financial instruments for speculation or trading purposes. All derivative instruments are recognized in the financial statements and measured at fair value regardless of the purpose or intent of holding them. At March 31, 2014, we had two interest rate swap transactions designated as cash flow hedges, each with an effective date of January 3, 2011. For our cash flow hedges, the effective portion of the derivative’s gain or loss is initially reported in stockholders’ equity (as a component of accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. The ineffective portion of the gain or loss of a cash flow hedge is reported in earnings immediately. We formally document the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness. We also formally assess, both at the inception of the hedging relationship and on an ongoing basis, whether the derivatives that are used in hedging relationships are highly effective in offsetting changes in cash flows of hedged transactions. We will discontinue hedge accounting prospectively when we determine that the derivative is no longer effective in offsetting cash flows attributable to the hedged risk, the derivative expires, is sold, terminated, or exercised, or our management determines to remove the designation of a cash flow hedge. See Note 8 for additional disclosure related to interest rate swaps. |
Convertible Preferred Stock and Warrants | Convertible Preferred Stock and Warrants We measured the fair value of the Series A Convertible Preferred Stock by the amount of cash that was received for its issuance. We have determined that the convertible preferred shares and warrants issued are equity instruments. The holders of the Series A Convertible Preferred Stock have no right higher than the common stockholders other than the liquidation preference in the event of liquidation of the Company. |
Research and Development | Research and Development We charge research and development costs associated with the design and development of new products to expense when incurred. We incurred no research and development expense in fiscal 2015 or 2014. |
Selling, General, and Administrative | Selling, General, and Administrative Selling, general and administrative (SG&A) expenses include items such as executive compensation, business travel and advertising costs. Advertising costs are nominal and expensed as incurred. Other general and administrative expenses include items for our administrative functions and include costs for items such as office rent, supplies, insurance, legal, accounting, tax, telephone and other outside services. SG&A consisted of the following as of March 31: 2015 2014 Salaries and related expenses $ $ Professional fees Other general and administrative Total Selling, General and Administrative $ $ |
Stock Based Compensation | Stock Based Compensation Stock based compensation represents the cost related to stock based awards granted to our board of directors and employees. We measure stock based compensation cost at the grant date based on the estimated fair value of the award and recognize the cost as expense on a straight-line basis (net of estimated forfeitures) over the requisite service period. We estimate the fair value of stock options using a Black-Scholes valuation model. Excess tax benefits of awards that are recognized in equity related to stock options exercises are reflected as financing cash inflows. Stock based compensation cost that has been included in loss from operations amounted to $262,550 and $362,962 for the fiscal years ended 2015 and 2014, respectively. See Note 13 for additional disclosures related to stock based compensation. |
Net Income (Loss) per Share of Common Stock | Net Income (Loss) per Share of Common Stock Basic net income (loss) per common share is computed by dividing net income or loss by the weighted average number of shares outstanding during the year. Diluted net income (loss) per common share is calculated using net income or loss divided by diluted weighted-average shares. Diluted weighted-average shares include weighted-average shares outstanding plus the dilutive effect of convertible preferred stock, stock options and warrants calculated using the treasury stock method. See Note 13 for additional disclosures related to stock based compensation. |
Revenue Recognition | Revenue Recognition We account for revenues and earnings using the percentage-of-completion method of accounting. Under this method, we recognize contract revenue and gross profit as the work progresses, either as the products are produced and delivered, or as services are rendered. We determine progress toward completion on production contracts based on either input measures, such as labor hours incurred, or output measures, such as units delivered. Provisions for estimated losses on uncompleted contracts are made in the period in which such losses are determined. Changes in job performance, job conditions, and estimated profitability are recognized in the period in which the revisions are determined. Costs incurred on uncompleted contracts consist of labor, overhead, and materials. We may combine contracts for accounting purposes when they are negotiated as a package with an overall profit margin objective. These essentially represent an agreement to do a single project for a single customer, involve interrelated construction activities with substantial common costs, and are performed concurrently or sequentially. When a group of contracts is combined, revenue and profit are earned during the performance of the combined contracts. Costs allocable to undelivered units are reported in the consolidated balance sheet as costs incurred on uncompleted contracts. Amounts in excess of agreed upon contract price for customer directed changes, construction changes, customer delays or other causes of additional contract costs are recognized in contract value if it is probable that a claim for such amounts will result in additional revenue and the amounts can be reliably estimated. Revenues from such claims are recorded only to the extent that contract costs relating to the claim have been incurred. Revisions in cost and profit estimates are reflected in the period in which the facts requiring the revision become known and are estimable. When we can only estimate a range of revenues and costs, we use the most likely estimate within the range. If we cannot determine which estimate in the range is most likely, the amounts within the ranges that would result in the lowest profit margin (the lowest contract revenue estimate and the highest contract cost estimate) are used. In some situations, it may be impractical for us to estimate either specific amounts or ranges of contract revenues and costs. However, if we can at least determine that we will not incur a loss, a zero profit model is adopted. The zero profit model results in the recognition of an equal amount of revenues and costs. This method is only used if more precise estimates cannot be made and its use is discontinued when such estimates are obtainable. When we obtain more precise estimates, the change is treated as a change in an accounting estimate. |
Income Taxes | Income Taxes In accordance with ASC No. 740, Income Taxes (ASC 740), income taxes are accounted for under the asset and liability method . Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences and carryforwards are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
New Accounting Standards | New Accounting Standards Issued Standards Not Yet Adopted In April 2015, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2015-03, Simplifying the Presentation of Debt Issuance Costs . ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015. The new guidance will be applied on a retrospective basis and early adoption is permitted. The Company does not expect the adoption of ASU 2015-03 to have a significant impact on the Company’s consolidated results of operations, financial position or cash flows. In January 2015, the FASB issued ASU No. 2015-01, Income Statement – Extraordinary and unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This guidance removes the concept of extraordinary items from U.S. GAAP. This guidance eliminates the requirement for companies to spend time assessing whether items meet the criteria of being both unusual and infrequent. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on our financial statements. 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. GAAP. The ASU 2014-09 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. |
SIGNIFICANT ACCOUNTING POLICI27
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of selling, general, and administrative expenses | 2015 2014 Salaries and related expenses $ $ Professional fees Other general and administrative Total Selling, General and Administrative $ $ |
PROPERTY, PLANT AND EQUIPMENT28
PROPERTY, PLANT AND EQUIPMENT, NET (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
PROPERTY, PLANT AND EQUIPMENT, NET | |
Schedule of components of property, plant and equipment, net | 2015 2014 Land $ $ Building and improvements Machinery equipment, furniture and fixtures Equipment under capital leases Total property, plant and equipment Less: accumulated depreciation ) ) Total property, plant and equipment, net $ $ |
COSTS INCURRED ON UNCOMPLETED29
COSTS INCURRED ON UNCOMPLETED CONTRACTS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
COSTS INCURRED ON UNCOMPLETED CONTRACTS | |
Schedule of costs incurred on uncompleted contracts | 2015 2014 Cost incurred on uncompleted contracts, beginning balance $ $ Total cost incurred on contracts during the year Less cost of sales, during the year ) ) Cost incurred on uncompleted contracts, ending balance $ $ Billings on uncompleted contracts, beginning balance $ $ Plus: Total billings incurred on contracts, during the year Less: Contracts recognized as revenue, during the year ) ) Billings on uncompleted contracts, ending balance $ $ Cost incurred on uncompleted contracts, ending balance $ $ Billings on uncompleted contracts, ending balance Costs incurred on uncompleted contracts, in excess of progress billings $ $ |
OTHER CURRENT ASSETS (Tables)
OTHER CURRENT ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
OTHER CURRENT ASSETS | |
Schedule of other current assets | Other current assets included the following as of March 31: 2015 2014 Payments advanced to suppliers $ $ Prepaid insurance Collateral deposits (see Note 8) -- Deferred loan costs, net of amortization -- Other Total $ $ |
OTHER NONCURRENT ASSETS (Tables
OTHER NONCURRENT ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
OTHER NONCURRENT ASSETS | |
Schedule of other noncurrent assets | Other noncurrent assets included the following as of March 31: 2015 2014 Deferred loan costs, net of amortization $ $ Total $ $ |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
ACCRUED EXPENSES | |
Schedule of accrued expenses | Accrued expenses included the following as of March 31: 2015 2014 Accrued compensation $ $ Interest rate swaps market value -- Provision for contract losses Accrued interest expense -- Other Total $ $ |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
DEBT | |
Schedule of outstanding debt obligations | Long-term debt as of March 31: 2015 2014 Utica Credit Loan Note due November 2018 $ $ -- Revere Term Loan and Notes due December 2015 -- MDFA Series A Bonds -- MDFA Series B Bonds -- Obligations under capital leases Total debt $ $ Less: Short-term debt $ $ -- Less: Current portion of long-term debt $ $ Total long-term debt, including capital lease $ $ |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
INCOME TAXES | |
Schedule of loss from continuing operations by location, and the provision and benefit for income taxes and the effective tax rate | 2015 2014 U.S. operations $ ) $ ) Foreign operations ) ) Loss from operations before tax ) ) Income tax (benefit) expense provision ) ) Net Loss $ ) $ ) |
Schedule of components of the provision (benefit) for income taxes | Current 2015 2014 Federal $ ) $ State ) Foreign -- ) Total Current ) ) Deferred Federal -- -- State -- -- Foreign -- -- Total Deferred -- -- Income tax benefit provision $ ) $ ) |
Schedule of reconciliation between income taxes computed at the federal statutory rate to the effective income tax rates applied to the net loss reported in the Consolidated Statements of Operations and Other Comprehensive Loss | 2015 2014 Federal statutory income tax rate % % State income tax, net of federal benefit % -- % Change in valuation allowance % % Stock based compensation % % Other % % Effective income tax rate % % |
Summary of the components of deferred income tax assets and liabilities | Current Deferred Tax Assets: 2015 2014 Compensation $ $ Allowance for doubtful accounts Loss on uncompleted contracts Net operating loss carryforward -- Foreign currency translation adjustment Other liabilities not currently deductible Valuation allowance ) ) Total Current Deferred Tax Asset $ $ Noncurrent Deferred Tax Asset (Liability): Share based compensation awards Net operating loss carryforward Valuation allowance ) ) Total Noncurrent Deferred Tax Assets $ $ Accelerated depreciation ) ) Net Noncurrent Deferred Tax Asset (Liability) $ ) $ ) Net Deferred Tax Asset $ -- $ -- |
Summary of carryforwards of net operating losses and tax credits | The following table summarizes carryforwards of net operating losses and tax credits as of March 31, 2015: Amount Begins to Expire: Federal net operating losses $ Federal alternative minimum tax credits $ Indefinite State net operating losses $ |
Schedule of reconciliation of unrecognized tax benefits | Unrecognized tax benefits at March 31, 2014 $ 17,206 Increases based on tax positions related to 2015 -- Increases based on tax positions prior to 2015 357 Decreases from expiration of statute of limitations 8,465 Unrecognized tax benefits at March 31, 2015 $ 9,098 |
STOCK BASED COMPENSATION (Table
STOCK BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
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 3/31/2013 $ 1.027 $ Granted $ 0.670 Forfeited ) $ 0.952 Outstanding at 3/31/2014 $ 1.014 $ Granted $ 0.620 Forfeited ) $ 0.730 Outstanding at 3/31/2015 $ 1.049 $ Vested or expected to vest 3/31/2015 $ 1.049 $ Exercisable and vested at 3/31/2015 $ 1.089 $ |
Summary of activity of stock options outstanding but not vested | Number of Options Weighted Average Outstanding at 3/31/2013 854,334 $ 1.249 Granted 580,000 $ 0.670 Forfeited (607,667) $ 1.191 Vested (205,334) $ 1.783 Outstanding at 3/31/2014 621,333 $ 0.967 Granted 50,000 $ 0.620 Forfeited (219,333) $ 0.875 Vested (339,500) $ 1.075 Outstanding at 3/31/2015 112,500 $ 0.664 |
CONCENTRATION OF CREDIT RISK 36
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS (Tables) - Customer Concentration Risk | 12 Months Ended |
Mar. 31, 2015 | |
Receivable balance | |
Concentration of credit risk and major customers | |
Schedule of concentration of risk by factors | March 31, 2015 March 31, 2014 Customer Dollars Percent Dollars Percent A $ % $ * * % B $ % $ * * % C $ % $ * * % D $ * * % $ % E $ * * % $ % F $ * * % $ % *less than 10% of total |
Net sales | |
Concentration of credit risk and major customers | |
Schedule of concentration of risk by factors | March 31, 2015 March 31, 2014 Customer Dollars Percent Dollars Percent A $ $ B $ $ C $ * *% $ *less than 10% of total |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
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 2015 2014 2015 2014 United States $ $ $ $ China $ $ $ $ |
EARNINGS PER SHARE (EPS) (Table
EARNINGS PER SHARE (EPS) (Tables) | 12 Months Ended |
Mar. 31, 2015 | |
EARNINGS PER SHARE (EPS) | |
Schedule of reconciliation of the numerators and denominators reflected in the basic and diluted loss per share computations | March 31, 2015 March 31, 2014 Basic EPS Net Loss $ ) $ ) Weighted average shares Basic Loss per share $ ) $ ) Diluted EPS Net Loss $ ) $ ) Dilutive effect of convertible preferred stock, warrants and stock options -- -- Diluted weighted average shares Diluted Loss per share $ ) $ ) |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details) | Dec. 22, 2014USD ($) | May. 30, 2014USD ($) | Jan. 16, 2014USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | Sep. 30, 2014 | Mar. 31, 2013USD ($) |
DESCRIPTION OF BUSINESS | |||||||
Provision for estimated customer purchase agreement losses | $ 500,000 | $ 2,700,000 | |||||
Operating losses | (3,584,181) | (7,095,391) | |||||
Cash and cash equivalents | 1,336,325 | 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 | 14,185 | 29,191 | |||||
Net cash used in operating activities | 776,469 | (202,611) | |||||
Total current liabilities | $ 7,725,175 | 12,412,873 | |||||
GT Advanced Technologies | |||||||
DESCRIPTION OF BUSINESS | |||||||
Provision for estimated customer purchase agreement losses | $ 2,400,000 | ||||||
LSA | |||||||
DESCRIPTION OF BUSINESS | |||||||
Maximum amount of debt that can be defaulted | $ 5,000 | ||||||
Fees and associated costs | 240,000 | ||||||
Loan proceeds retained for general corporate purposes | $ 1,270,000 | ||||||
Forbearance Agreements | |||||||
DESCRIPTION OF BUSINESS | |||||||
Actual leverage ratio | 3.8 | 4.4 | |||||
Forbearance Agreements | Maximum | |||||||
DESCRIPTION OF BUSINESS | |||||||
Leverage ratio covenant | 1.75 | ||||||
Revere Term Loan and Notes due December 2015 | TLSA | |||||||
DESCRIPTION OF BUSINESS | |||||||
Amount borrowed | $ 2,250,000 | ||||||
First Term Loan Note | TLSA | |||||||
DESCRIPTION OF BUSINESS | |||||||
Amount borrowed | $ 1,500,000 | ||||||
Interest rate (as a percent) | 12.00% | ||||||
Second Loan Note | TLSA | |||||||
DESCRIPTION OF BUSINESS | |||||||
Amount borrowed | $ 750,000 | ||||||
Interest rate (as a percent) | 12.00% | ||||||
Utica Credit Loan Note due November 2018 | LSA | |||||||
DESCRIPTION OF BUSINESS | |||||||
Amount borrowed | $ 4,150,000 | ||||||
Stated interest rate to be used as variable interest basis | 7.50% | ||||||
Interest margin (as a percent) | 3.30% | ||||||
Variable interest basis | six-month LIBOR | ||||||
Loan agreement with bank | |||||||
DESCRIPTION OF BUSINESS | |||||||
Amounts reclassified as a current liability due to default, under the loan and security agreement | $ 4,200,000 | ||||||
Actual leverage ratio | 3.81 | ||||||
Loan agreement with bank | LSA | |||||||
DESCRIPTION OF BUSINESS | |||||||
Repayment of debt | $ 2,650,000 | ||||||
Loan agreement with bank | TLSA | |||||||
DESCRIPTION OF BUSINESS | |||||||
Repayment of debt | $ 1,450,000 | ||||||
Loan agreement with bank | Interest Rate Swap | |||||||
DESCRIPTION OF BUSINESS | |||||||
Breakage fee | $ 217,220 | ||||||
Loan agreement with bank | First Forbearance Agreement | |||||||
DESCRIPTION OF BUSINESS | |||||||
Period of written notice to accelerate payment of the debt in full in case of default | 60 days | ||||||
Repayment of debt | $ 394,329 |
SIGNIFICANT ACCOUNTING POLICI40
SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Cash and cash equivalents | ||
Cash deposit with a large national China-based bank | $ 14,185 | $ 29,191 |
Accounts receivable and allowance for doubtful accounts | ||
Bad debt expense | 0 | 0 |
Property, plant and equipment | ||
Interest cost capitalized | 0 | 0 |
Impairment of property, plant and equipment | $ 0 | $ 0 |
Machinery and equipment | Minimum | ||
Property, plant and equipment | ||
Estimated useful lives | 5 years | |
Machinery and equipment | Maximum | ||
Property, plant and equipment | ||
Estimated useful lives | 15 years | |
Buildings | ||
Property, plant and equipment | ||
Estimated useful lives | 30 years | |
Leasehold improvements | Minimum | ||
Property, plant and equipment | ||
Estimated useful lives | 2 years | |
Leasehold improvements | Maximum | ||
Property, plant and equipment | ||
Estimated useful lives | 5 years |
SIGNIFICANT ACCOUNTING POLICI41
SIGNIFICANT ACCOUNTING POLICIES (Details 2) | 12 Months Ended | |
Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($)item | |
Derivative Financial Instruments | ||
Number of Interest Rate Derivatives Held | item | 2 | |
Research and Development | ||
Expense in connection with the design and development of certain pre-production prototypes and models | $ 0 | $ 0 |
Selling, General, and Administrative | ||
Salaries and related expenses | 2,359,831 | 3,634,538 |
Professional fees | 1,281,268 | 1,165,523 |
Other general and administrative | 892,082 | 1,312,848 |
Total Selling, General and Administrative | 4,533,181 | 6,112,909 |
Stock Based Compensation | ||
Stock based compensation cost | $ 262,550 | $ 362,962 |
Minimum | ||
Operating leases | ||
Renewal period of long-term, non-cancelable lease agreements | 1 year | |
Maximum | ||
Operating leases | ||
Renewal period of long-term, non-cancelable lease agreements | 2 years |
PROPERTY, PLANT AND EQUIPMENT42
PROPERTY, PLANT AND EQUIPMENT, NET (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 12,144,649 | $ 12,326,412 |
Less: accumulated depreciation | (6,534,608) | (5,837,200) |
Total property, plant and equipment, net | 5,610,041 | 6,489,212 |
Depreciation expense | 839,508 | 895,528 |
Land | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 110,113 | 110,113 |
Building and improvements | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 3,235,308 | 3,261,680 |
Machinery equipment, furniture and fixtures | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | 8,733,660 | 8,889,051 |
Equipment under capital leases | ||
Property, Plant and Equipment | ||
Total property, plant and equipment | $ 65,568 | $ 65,568 |
COSTS INCURRED ON UNCOMPLETED43
COSTS INCURRED ON UNCOMPLETED CONTRACTS (Details) - USD ($) | 12 Months Ended | |||
Mar. 31, 2015 | Mar. 31, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | |
Cost incurred on uncompleted contracts | ||||
Cost incurred on uncompleted contracts, beginning balance | $ 9,960,072 | $ 6,180,839 | ||
Total cost incurred on contracts during the period | 10,034,158 | 25,579,089 | ||
Less cost of sales, during the period | (15,925,742) | (21,799,856) | ||
Cost incurred on uncompleted contracts, ending balance | 4,068,488 | 9,960,072 | ||
Billings on uncompleted contracts | ||||
Billings on uncompleted contracts, beginning balance | 4,702,070 | 1,882,546 | ||
Plus: Total billings incurred on contracts, during the period | 15,591,388 | 23,887,587 | ||
Less: Contracts recognized as revenue, during the period | (18,233,214) | (21,068,063) | ||
Billings on uncompleted contracts, ending balance | 2,060,244 | 4,702,070 | ||
Cost incurred on uncompleted contracts | ||||
Cost incurred on uncompleted contracts, ending balance | 9,960,072 | 6,180,839 | $ 4,068,488 | $ 9,960,072 |
Billings on uncompleted contracts, ending balance | $ 4,702,070 | $ 1,882,546 | 2,060,244 | 4,702,070 |
Costs incurred on uncompleted contracts, in excess of progress billings | 2,008,244 | 5,258,002 | ||
Deferred revenues | $ 1,211,506 | $ 1,461,689 |
OTHER CURRENT ASSETS (Details)
OTHER CURRENT ASSETS (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
OTHER CURRENT ASSETS | ||
Payments advanced to suppliers | $ 54,422 | $ 196,534 |
Prepaid insurance | 205,477 | 229,727 |
Collateral deposits | 85,252 | |
Deferred loan costs, net of amortization | 184,063 | |
Other | 9,039 | 34,984 |
Total | $ 538,253 | $ 461,245 |
OTHER NONCURRENT ASSETS (Detail
OTHER NONCURRENT ASSETS (Details) - USD ($) | Mar. 31, 2015 | Mar. 31, 2014 |
OTHER NONCURRENT ASSETS | ||
Deferred loan costs, net of amortization | $ 45,490 | $ 105,395 |
Total | $ 45,490 | $ 105,395 |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
ACCRUED EXPENSES | ||
Accrued compensation | $ 613,838 | $ 320,419 |
Interest rate swaps market value | 231,783 | |
Provision for contract losses | 533,799 | 3,259,103 |
Accrued interest expense | 436,787 | |
Other | 81,234 | 81,723 |
Total | 1,665,658 | 3,893,028 |
Provision for estimated customer purchase agreement losses | 500,000 | $ 2,700,000 |
Netting adjustment for accumulated costs in work-in-progress | 800,000 | |
Provision for loss on accounts receivable | $ 1,100,000 |
DEBT (Details)
DEBT (Details) | Dec. 22, 2014USD ($) | May. 30, 2014USD ($) | Jan. 16, 2014USD ($) | Apr. 30, 2012 | Dec. 31, 2010ft² | Sep. 30, 2014USD ($) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($)item | Dec. 31, 2014USD ($) | Dec. 30, 2010USD ($) |
Debt and capital lease obligations | ||||||||||
Total debt | $ 5,669,509 | $ 4,207,842 | ||||||||
Less: Short-term debt | 2,250,000 | |||||||||
Less: Current portion of long-term debt | 933,651 | 4,169,771 | ||||||||
Total Long-term debt, including capital lease | 2,485,858 | 38,071 | ||||||||
Outstanding fair value interest rate swaps | $ 231,783 | |||||||||
Number of interest rate swap transactions | item | 2 | |||||||||
Maturities of the long-term debt | ||||||||||
2,016 | 3,183,651 | |||||||||
2,017 | 933,820 | |||||||||
2,018 | 934,536 | |||||||||
2,019 | $ 617,502 | |||||||||
Forbearance Agreements | ||||||||||
Debt and capital lease obligations | ||||||||||
Actual leverage ratio | 4.4 | 3.8 | ||||||||
Weighted average interest rate on total debt outstanding | 11.25% | 4.10% | ||||||||
First Forbearance Agreement | ||||||||||
Debt and capital lease obligations | ||||||||||
Reimbursement of appraisal costs due to the bank | $ 11,240 | |||||||||
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 | |||||||||
Maximum | Forbearance Agreements | ||||||||||
Debt and capital lease obligations | ||||||||||
Leverage ratio covenant | 1.75 | |||||||||
Maximum | Second Forbearance Agreement | ||||||||||
Debt and capital lease obligations | ||||||||||
Leverage ratio covenant | 1.75 | |||||||||
MLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Number of interest rate swap transactions | item | 2 | |||||||||
LSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Maximum amount of debt that can be defaulted | $ 5,000 | |||||||||
Fees and associated costs | 240,000 | |||||||||
Loan proceeds retained for general corporate purposes | 1,270,000 | |||||||||
TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Minimum cash balance requirement | $ 500,000 | |||||||||
TLSA | Minimum | ||||||||||
Debt and capital lease obligations | ||||||||||
Minimum cash balance requirement | 400,000 | |||||||||
TLSA | Maximum | ||||||||||
Debt and capital lease obligations | ||||||||||
Minimum cash balance requirement | 820,000 | |||||||||
Utica Credit Loan Note due November 2018 | ||||||||||
Debt and capital lease obligations | ||||||||||
Total debt | 3,381,481 | |||||||||
Utica Credit Loan Note due November 2018 | LSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Aggregate principal amount | $ 4,150,000 | |||||||||
Stated interest rate to be used as variable interest basis | 7.50% | |||||||||
Variable interest basis | six-month LIBOR | |||||||||
Interest margin (as a percent) | 3.30% | |||||||||
Effective interest rate at end of period (as a percent) | 10.80% | |||||||||
Deferred interest due during the first twelve months of the term (minimum range) | 166,000 | |||||||||
Deferred interest due after the forty-eighth month of the term (maximum range) | 498,000 | |||||||||
Revere Term Loan and Notes due December 2015 | ||||||||||
Debt and capital lease obligations | ||||||||||
Total debt | 2,250,000 | |||||||||
Revere Term Loan and Notes due December 2015 | TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Aggregate principal amount | $ 2,250,000 | |||||||||
First Term Loan Note | TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Aggregate principal amount | $ 1,500,000 | |||||||||
Interest rate (as a percent) | 12.00% | |||||||||
Second Loan Note | TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Aggregate principal amount | $ 750,000 | |||||||||
Interest rate (as a percent) | 12.00% | |||||||||
Bonds financing | ||||||||||
Debt and capital lease obligations | ||||||||||
Aggregate principal amount | $ 6,200,000 | |||||||||
Bonds financing | TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | $ 1,450,000 | |||||||||
MDFA Series A Bonds | ||||||||||
Debt and capital lease obligations | ||||||||||
Total debt | $ 3,559,375 | |||||||||
Aggregate principal amount | 4,250,000 | |||||||||
MDFA Series A Bonds | First Forbearance Agreement | ||||||||||
Debt and capital lease obligations | ||||||||||
Increase in interest rate (as a percent) | 2.00% | |||||||||
Interest rate (as a percent) | 6.10% | |||||||||
MDFA Series A Bonds | Ranor, Inc. | ||||||||||
Debt and capital lease obligations | ||||||||||
Area of land financed for expansion (in square feet) | ft² | 19,500 | |||||||||
MDFA Series A Bonds | LSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | $ 2,000,000 | |||||||||
MDFA Series A Bonds | TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | 1,450,000 | |||||||||
MDFA Series B Bonds | ||||||||||
Debt and capital lease obligations | ||||||||||
Total debt | $ 599,634 | |||||||||
Aggregate principal amount | $ 1,950,000 | |||||||||
MDFA Series B Bonds | First Forbearance Agreement | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | $ 445,671 | |||||||||
Increase in interest rate (as a percent) | 2.00% | |||||||||
Interest rate (as a percent) | 5.60% | |||||||||
MDFA Series B Bonds | LSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | 576,419 | |||||||||
Long-term obligations under capital leases | ||||||||||
Debt and capital lease obligations | ||||||||||
Total debt | 38,028 | $ 48,833 | ||||||||
Amount of the lease recorded in property, plant and equipment, net | 38,027 | $ 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 | ||||||||
Loan agreement with bank | ||||||||||
Debt and capital lease obligations | ||||||||||
Actual leverage ratio | 3.81 | |||||||||
Loan agreement with bank | First Forbearance Agreement | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | $ 394,329 | |||||||||
Loan agreement with bank | LSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | 2,650,000 | |||||||||
Loan agreement with bank | TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Repayment of debt | 1,450,000 | |||||||||
Interest Rate Swap | MLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Other comprehensive income loss reclassifications for cash flow hedges | $ 248,464 | |||||||||
Outstanding fair value interest rate swaps | $ 231,784 | $ 0 | ||||||||
Interest Rate Swap | MDFA Series A Bonds | TLSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Breakage fee | 217,220 | |||||||||
Interest Rate Swap | MDFA Series B Bonds | LSA | ||||||||||
Debt and capital lease obligations | ||||||||||
Breakage fee | $ 29,448 | |||||||||
Interest Rate Swap | Loan agreement with bank | ||||||||||
Debt and capital lease obligations | ||||||||||
Breakage fee | $ 217,220 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
INCOME TAXES | ||
Loss from operations before tax | $ (3,744,686) | $ (7,280,864) |
Income tax (benefit) expense provision | (160,505) | (185,473) |
Net loss | (3,584,181) | (7,095,391) |
Current | ||
Federal | (121,811) | 28,450 |
State | (38,694) | 702 |
Foreign | (214,625) | |
Total Current | (160,505) | (185,473) |
Deferred | ||
Income tax expense (benefit) provision | $ (160,505) | $ (185,473) |
Reconciliation between income taxes computed at the federal statutory rate to the effective income tax rates applied to the net (loss) income | ||
Federal statutory income tax rate (as a percent) | 34.00% | 34.00% |
State income tax, net of federal benefit (as a percent) | 1.00% | |
Change in valuation allowance (as a percent) | (32.00%) | (32.00%) |
Stock based compensation (as a percent) | (2.00%) | (1.00%) |
Other (as a percent) | 3.00% | 2.00% |
Effective income tax rate (as a percent) | 4.00% | 3.00% |
Current Deferred Tax Assets: | ||
Compensation | $ 152,265 | $ 32,965 |
Allowance for doubtful accounts | 9,591 | 9,866 |
Loss on uncompleted contracts | 958,682 | 1,272,070 |
Net operating loss carryforward | 30,145 | |
Foreign currency translation adjustment | 5,455 | 95,479 |
Other liabilities not currently deductible | 306,479 | 310,089 |
Valuation allowance | (605,775) | (759,518) |
Total Current Deferred Tax Asset | 826,697 | 991,096 |
Noncurrent Deferred Tax Asset (Liability): | ||
Share based compensation awards | 391,039 | 369,880 |
Net operating loss carryforward | 5,013,024 | 3,315,221 |
Valuation allowance | (5,367,054) | (3,647,070) |
Total Noncurrent Deferred Tax Assets | 37,009 | 38,031 |
Accelerated depreciation | (863,706) | (1,029,127) |
Net Noncurrent Deferred Tax Asset (Liability) | (826,697) | (991,096) |
U.S. operations | ||
INCOME TAXES | ||
Loss from operations before tax | (3,635,596) | (6,722,696) |
Foreign operations | ||
INCOME TAXES | ||
Loss from operations before tax | $ (109,090) | $ (558,168) |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - Mar. 31, 2015 - USD ($) | Total |
Changes in unrecognized tax benefits | |
Unrecognized tax benefits as of the beginning of the period | $ 17,206 |
Increases based on tax positions prior to 2015 | 357 |
Decreases from expiration of statute of limitations | 8,465 |
Unrecognized tax benefits as of the end of the period | 9,098 |
Other disclosure related to uncertain tax positions | |
Interest expense related to uncertain tax positions | 357 |
State | |
Carryforwards of net operating losses and tax credits | |
Net operating losses | 26,866,174 |
Federal | |
Carryforwards of net operating losses and tax credits | |
Net operating losses | 9,579,845 |
Alternative minimum tax credits | $ 76,185 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 12 Months Ended | |
Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($)ft² | |
Related party transactions | ||
Percentage of dilutive equity interest held by the common share holder | 36.00% | |
WCMC | Affiliate of CSI | ||
Related party transactions | ||
Area of office space leased (in square feet) | ft² | 1,000 | |
Initial lease term | 2 years | |
Annual rental cost | $ 17,000 | |
CSI | ||
Related party transactions | ||
Percentage of dilutive equity interest held by the common share holder | 5.00% | |
Payments for materials and manufacturing services | $ 0 | $ 0 |
PROFIT SHARING PLAN (Details)
PROFIT SHARING PLAN (Details) - Ranor, Inc. - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
PROFIT SHARING PLAN | ||
Eligibility for employer matching contributions, period of service | 90 days | |
Matching contributions made by the company | $ 9,409 | $ 12,413 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) | 12 Months Ended | |||
Mar. 31, 2015USD ($)item$ / sharesshares | Mar. 31, 2014shares | Sep. 11, 2009shares | Aug. 14, 2009shares | |
Capital stock | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | ||
Shares converted into common stock | 550,000 | 3,055,490 | ||
Number of shares of common stock issued for converted preferred stock | 718,954 | 3,994,133 | ||
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 | item | 1 | |||
Warrant exchange agreement | ||||
Capital stock | ||||
Shares of common stock that can be purchased through warrants | 9,320,000 | |||
Series A Convertible Preferred Stock | ||||
Capital stock | ||||
Preferred stock, shares authorized | 9,890,980 | |||
Number of series of preferred stock | item | 1 | |||
Conversion ratio prior to adjustment | 1 | |||
Conversion ratio | 1.3072 | |||
Effective conversion price (in dollars per share) | $ / shares | $ 0.218 | |||
Number of shares of common stock issuable upon conversion of convertible preferred stock | 1,927,508 | 2,477,508 | ||
Dividends payable | $ | $ 0 | |||
Required price per share upon liquidation | $ / shares | $ 0.285 | |||
Number of authorized shares before adoption of resolution | 9,000,000 | |||
Number of shares issued | 1,927,508 | 2,477,508 | ||
Shares converted into common stock | 550,000 | 3,055,490 | ||
Number of shares of common stock issued for converted preferred stock | 718,954 | 3,994,133 | ||
Shares outstanding | 1,927,508 | 2,477,508 | ||
Series A Convertible Preferred Stock | Minimum | ||||
Capital stock | ||||
Ownership percentage of shares outstanding needed for modification of stock agreement | 75.00% | |||
Series A Convertible Preferred Stock | Maximum | ||||
Capital stock | ||||
Beneficial ownership percentage upon conversion | 4.90% | |||
Series A Convertible Preferred Stock | Warrant exchange agreement | ||||
Capital stock | ||||
Number of shares issued | 3,595,472 | |||
Shares of preferred stock agreed to be issued under warrant exchange agreement | 3,595,472 | |||
Common Stock | ||||
Capital stock | ||||
Dividends payable | $ | $ 0 |
STOCK BASED COMPENSATION (Detai
STOCK BASED COMPENSATION (Details) | Jul. 01, 2014$ / sharesshares | Mar. 19, 2014shares | Jul. 01, 2013$ / sharesshares | Jun. 13, 2013item$ / sharesshares | Mar. 31, 2015USD ($)item$ / sharesshares | Mar. 31, 2014USD ($)$ / sharesshares | Mar. 31, 2013USD ($)$ / sharesshares | Sep. 15, 2011shares | Aug. 05, 2010shares | Mar. 31, 2006shares |
Share based compensation | ||||||||||
Maximum number of shares authorized to be issued | 3,300,000 | 3,000,000 | 1,000,000 | |||||||
Options granted (in shares) | 50,000 | 580,000 | ||||||||
Exercise price of shares granted (in dollars per share) | $ / shares | $ 0.620 | $ 0.670 | ||||||||
Assumption used in valuation of stock options | ||||||||||
Yield term of U.S. Treasury issues on which risk free interest rate is based | 5 years | |||||||||
Expected term | 5 years | |||||||||
Volatility rate, minimum (as a percent) | 100.70% | |||||||||
Volatility rate, maximum (as a percent) | 134.10% | |||||||||
Risk free interest rate, minimum (as a percent) | 0.061% | |||||||||
Risk free interest rate, maximum (as a percent) | 1.75% | |||||||||
Additional general disclosure | ||||||||||
Common stock available for grant under plan (in shares) | 1,712,006 | |||||||||
Number Of Options | ||||||||||
Outstanding at the beginning of the period (in shares) | 1,355,500 | 2,484,000 | ||||||||
Granted (in shares) | 50,000 | 580,000 | ||||||||
Forfeited (in shares) | (215,000) | (1,708,500) | ||||||||
Outstanding at the end of the period (in shares) | 1,190,500 | 1,355,500 | 2,484,000 | |||||||
Vested or expected to vest at the end of the period (in shares) | 1,190,500 | |||||||||
Exercisable at the end of the period (in shares) | 1,078,000 | |||||||||
Weighted Average Exercise Price | ||||||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 1.014 | $ 1.027 | ||||||||
Granted (in dollars per share) | $ / shares | 0.620 | 0.670 | ||||||||
Forfeited (in dollars per share) | $ / shares | 0.730 | 0.952 | ||||||||
Outstanding at the end of the period (in dollars per share) | $ / shares | 1.049 | $ 1.014 | $ 1.027 | |||||||
Vested or expected to vest at the end of the period (in dollars per share) | $ / shares | 1.049 | |||||||||
Exercisable at the end of the period (in dollars per share) | $ / shares | $ 1.089 | |||||||||
Aggregate Intrinsic Value | ||||||||||
Outstanding at the end of the period | $ | $ 21,600 | $ 329,025 | $ 776,475 | |||||||
Vested or expected to vest at the end of the period | $ | 21,600 | |||||||||
Exercisable at the end of the period | $ | $ 21,600 | |||||||||
Weighted Average Remaining Contractual Life | ||||||||||
Outstanding at the end of the period | 5 years 2 months 5 days | 7 years 3 months 26 days | 9 years 26 days | |||||||
Vested or expected to vest at the end of the period | 5 years 2 months 5 days | |||||||||
Exercisable at the end of the period | 4 years 10 months 24 days | |||||||||
Additional information on stock options | ||||||||||
Unrecognized compensation cost related to stock options | $ | $ 39,638 | |||||||||
Period of recognition of unrecognized compensation expense | 2 years | |||||||||
Fair value of shares vested | $ | $ 330,418 | |||||||||
Stock options outstanding but not vested, Number of Options | ||||||||||
Outstanding at the beginning of the period (in shares) | 621,333 | 854,334 | ||||||||
Granted (in shares) | 50,000 | 580,000 | ||||||||
Vested (in shares) | (339,500) | (205,334) | ||||||||
Forfeited (in shares) | (219,333) | (607,667) | ||||||||
Outstanding at the end of the period (in shares) | 112,500 | 621,333 | 854,334 | |||||||
Stock options outstanding but not vested, Weighted Average Exercise Price | ||||||||||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 0.967 | $ 1.249 | ||||||||
Granted (in dollars per share) | $ / shares | 0.620 | 0.670 | ||||||||
Forfeited (in dollars per share) | $ / shares | 0.875 | 1.191 | ||||||||
Vested (in dollars per share) | $ / shares | 1.075 | 1.783 | ||||||||
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 0.664 | $ 0.967 | $ 1.249 | |||||||
Director | ||||||||||
Share based compensation | ||||||||||
Terms of options | 5 years | |||||||||
Options granted (in shares) | 50,000 | |||||||||
Annual grants to Directors on third anniversary of initial election (in shares) | 10,000 | |||||||||
Number Of Options | ||||||||||
Granted (in shares) | 50,000 | |||||||||
Stock options outstanding but not vested, Number of Options | ||||||||||
Granted (in shares) | 50,000 | |||||||||
Director | Minimum | ||||||||||
Share based compensation | ||||||||||
Number of directors on a committee to administer the plan | item | 2 | |||||||||
Executive Chairman | ||||||||||
Share based compensation | ||||||||||
Options granted (in shares) | 100,000 | |||||||||
Exercise price of shares granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Percentage of awards granted vesting immediately | 33.00% | |||||||||
Number Of Options | ||||||||||
Granted (in shares) | 100,000 | |||||||||
Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Stock options outstanding but not vested, Number of Options | ||||||||||
Granted (in shares) | 100,000 | |||||||||
Stock options outstanding but not vested, Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Executives | ||||||||||
Share based compensation | ||||||||||
Options granted (in shares) | 300,000 | |||||||||
Exercise price of shares granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Number of equal annual installments in which options will vest | item | 3 | |||||||||
Number Of Options | ||||||||||
Granted (in shares) | 300,000 | |||||||||
Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Stock options outstanding but not vested, Number of Options | ||||||||||
Granted (in shares) | 300,000 | |||||||||
Stock options outstanding but not vested, Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Non-employee directors | ||||||||||
Share based compensation | ||||||||||
Options granted (in shares) | 200,000 | |||||||||
Exercise price of shares granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Vesting period | 10 years | |||||||||
Number of equal annual installments in which options will vest | item | 3 | |||||||||
Number Of Options | ||||||||||
Granted (in shares) | 200,000 | |||||||||
Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Stock options outstanding but not vested, Number of Options | ||||||||||
Granted (in shares) | 200,000 | |||||||||
Stock options outstanding but not vested, Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.67 | |||||||||
Chief Financial Officer and finance team | ||||||||||
Share based compensation | ||||||||||
Vesting period | 1 year | |||||||||
Awards granted (in shares) | 180,000 | |||||||||
Members of board | ||||||||||
Share based compensation | ||||||||||
Options granted (in shares) | 30,000 | 20,000 | ||||||||
Exercise price of shares granted (in dollars per share) | $ / shares | $ 0.62 | $ 0.62 | ||||||||
Percentage of awards granted vesting immediately | 50.00% | 50.00% | ||||||||
Number Of Options | ||||||||||
Granted (in shares) | 30,000 | 20,000 | ||||||||
Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.62 | $ 0.62 | ||||||||
Stock options outstanding but not vested, Number of Options | ||||||||||
Granted (in shares) | 30,000 | 20,000 | ||||||||
Stock options outstanding but not vested, Weighted Average Exercise Price | ||||||||||
Granted (in dollars per share) | $ / shares | $ 0.62 | $ 0.62 |
CONCENTRATION OF CREDIT RISK 54
CONCENTRATION OF CREDIT RISK AND MAJOR CUSTOMERS (Details) | 12 Months Ended | |
Mar. 31, 2015USD ($)item | Mar. 31, 2014USD ($) | |
Concentration of credit risk and major customers | ||
Accounts receivable balance | $ 826,363 | $ 2,280,469 |
Net sales | $ 18,233,214 | 21,068,063 |
Receivable balance | Customer Concentration Risk | ||
Concentration of credit risk and major customers | ||
Number of major customers | item | 3 | |
Concentration risk percentage | 67.00% | |
Receivable balance | Customer Concentration Risk | Customer A | ||
Concentration of credit risk and major customers | ||
Accounts receivable balance | $ 296,815 | |
Concentration risk percentage | 36.00% | |
Receivable balance | Customer Concentration Risk | Customer B | ||
Concentration of credit risk and major customers | ||
Accounts receivable balance | $ 128,738 | |
Concentration risk percentage | 16.00% | |
Receivable balance | Customer Concentration Risk | Customer C | ||
Concentration of credit risk and major customers | ||
Accounts receivable balance | $ 123,604 | |
Concentration risk percentage | 15.00% | |
Receivable balance | Customer Concentration Risk | Customer D | ||
Concentration of credit risk and major customers | ||
Accounts receivable balance | $ 255,360 | |
Concentration risk percentage | 11.00% | |
Receivable balance | Customer Concentration Risk | Customer E | ||
Concentration of credit risk and major customers | ||
Accounts receivable balance | $ 750,146 | |
Concentration risk percentage | 33.00% | |
Receivable balance | Customer Concentration Risk | Customer F | ||
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 | $ 3,526,255 | $ 3,983,838 |
Concentration risk percentage | 19.00% | 19.00% |
Net sales | Customer Concentration Risk | Customer B | ||
Concentration of credit risk and major customers | ||
Net sales | $ 2,958,166 | $ 2,069,468 |
Concentration risk percentage | 16.00% | 10.00% |
Net sales | Customer Concentration Risk | Customer C | ||
Concentration of credit risk and major customers | ||
Net sales | $ 2,955,296 | |
Concentration risk percentage | 14.00% |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) | 12 Months Ended | |
Mar. 31, 2015USD ($)item | Mar. 31, 2014USD ($) | |
SEGMENT INFORMATION | ||
Number of operating segments | item | 1 | |
SEGMENT INFORMATION | ||
Net Sales | $ 18,233,214 | $ 21,068,063 |
Property, Plant and Equipment, Net | 5,610,041 | 6,489,212 |
United States | ||
SEGMENT INFORMATION | ||
Net Sales | 17,439,107 | 20,848,081 |
Property, Plant and Equipment, Net | 5,609,973 | 6,485,491 |
China | ||
SEGMENT INFORMATION | ||
Net Sales | 794,107 | 219,982 |
Property, Plant and Equipment, Net | $ 68 | $ 3,721 |
COMMITMENTS (Details)
COMMITMENTS (Details) | Mar. 06, 2015USD ($)ft² | Nov. 17, 2010ft² | Mar. 31, 2015USD ($) | Mar. 31, 2015USD ($)ft² | Mar. 31, 2014USD ($) |
Commitments | |||||
Loss on sale of furniture and fixtures | $ (81,340) | $ (882) | |||
Rent expense for operating lease | 69,397 | 104,047 | |||
Future minimum lease payments for property and equipment under noncancelable operating leases | |||||
Total | $ 22,215 | 22,215 | |||
2,016 | 18,308 | 18,308 | |||
2,017 | 3,907 | 3,907 | |||
Contractual commitments | |||||
Purchase obligations outstanding to purchase raw materials and supplies at fixed prices | 900,000 | 900,000 | |||
Employment agreements | |||||
Aggregate annual commitment for future salaries during the next fiscal year 2014 | 900,000 | 900,000 | |||
Aggregate commitment for vacation and holiday | 400,000 | $ 400,000 | |||
Center Valley, Pennsylvania | |||||
Commitments | |||||
Loss on sale of furniture and fixtures | $ (81,340) | ||||
Center Valley, Pennsylvania | Center Valley Parkway Associates L.P. | |||||
Commitments | |||||
Area of land leased (in square feet) | ft² | 3,200 | ||||
Deferred rent | $ 12,778 | ||||
Newtown Square Property | CLA | |||||
Commitments | |||||
Area of land leased (in square feet) | ft² | 4,000 | ||||
Operating leases future minimum payments due per month | $ 2,400 | ||||
Aggregate amount of new lease term | $ 14,400 | ||||
Written notice required to terminate lease | 45 days | ||||
Wuxi, China | |||||
Commitments | |||||
Area of land leased (in square feet) | ft² | 1,000 | ||||
Annual rental cost | $ 4,000 |
EARNINGS PER SHARE (EPS) (Detai
EARNINGS PER SHARE (EPS) (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Basic EPS | ||
Operating losses | $ (3,584,181) | $ (7,095,391) |
Basic weighted average number of shares outstanding | 24,120,402 | 20,766,914 |
Basic loss per share (in dollars per share) | $ (0.15) | $ (0.34) |
Diluted EPS | ||
Operating losses | $ (3,584,181) | $ (7,095,391) |
Diluted weighted average shares | 24,120,402 | 20,766,914 |
Diluted loss per share (in dollars per share) | $ (0.15) | $ (0.34) |
Antidilutive securities excluded from computation of earnings per share amount (in shares) | 2,112,988 | 4,801,246 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent event | Jun. 01, 2015USD ($)ft² | Apr. 17, 2015USD ($) | Jun. 04, 2015USD ($) |
Assignment of Claim Agreement | Ranor, Inc. | Citigroup | |||
Subsequent events | |||
Unsecured claim sold and assigned | $ 3,740,956.34 | ||
Initial amount received from the sale and assignment of unsecured claim | $ 1,122,286.90 | ||
Percentage of holdback of unsecured claim | 54.75% | ||
Amount of holdback of unsecured claim by third party | $ 645,314.97 | ||
Claim, net of holdback, used as threshold for determining final payment or required repurchase on sale of unsecured claim | $ 1,692,782.74 | ||
Percentage of total claim received as initial payment to be used as multiplier in calculation of final settlement of agreement | 30.00% | ||
Percentage of interest to be payable for repurchase | 7.00% | ||
New Lease | GPX Wayne | |||
Subsequent events | |||
Area of office space leased (in square feet) | ft² | 1,100 | ||
Minimum notice period, before the substantial completion of certain leasehold improvements, required from landlord to set commencement date of lease | 15 days | ||
Initial term of operating lease | 12 months | ||
Monthly base rent | $ 1,837.88 | ||
Lease termination agreement | CLA | |||
Subsequent events | |||
Security deposit forfeited | $ 2,400 |