Taylor Devices, Inc.: Form 10-Q for the period ended Feb 29, 2024
Filed with the SEC on Mar 28, 2024 and accepted by EDGAR at Mar 28, 2024, 12:07 ET.
Management's discussion and analysis
As filed, 23,735 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Cautionary Statement
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. Information in this Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," and elsewhere in this 10-Q and its Exhibits that does not consist of historical facts, are "forward-looking statements." Statements accompanied or qualified by, or containing, words such as "may," "will," "should," "believes," "expects," "intends," "plans," "projects," "estimates," "predicts," "potential," "outlook," "forecast," "anticipates," "presume," and "assume" constitute forward-looking statements and, as such, are not a guarantee of future performance. The statements involve factors, risks and uncertainties, the impact or occurrence of which can cause actual results to differ materially from the expected results described in such statements. Risks and uncertainties can include, among others, reductions in capital budgets by our customers and potential customers; changing product demand and industry capacity; increased competition and pricing pressures; advances in technology that can reduce the demand for the Company's products; the kind, frequency and intensity of natural disasters that affect demand for the Company’s products; and other factors, many or all of which are beyond the Company's control. Consequently, investors should not place undue reliance on forward-looking statements as predictive of future results. The Company disclaims any obligation to release publicly any updates or revisions to the forward-looking statements herein to reflect any change in the Company's expectations with regard thereto, or any changes in events, conditions or circumstances on which any such statement is based.
Results of Operations
A summary of the period-to-period changes in the principal items included in the condensed consolidated statements of income is shown below:
| Summary comparison of the nine months ended February 29, 2024 and February 28, 2023 | Increase / (Decrease) |
|---|---|
| Sales, net | $3,038,000 |
| Cost of goods sold | $212,000 |
| Research and development costs | $(560,000) |
| Selling, general and administrative expenses | $1,160,000 |
| Other income, net | $690,000 |
| Income before provision for income taxes | $2,916,000 |
| Provision for income taxes | $611,000 |
| Net income | $2,305,000 |
Sales under certain fixed-price contracts, in which the product has no alternative use to the Company and the Company has enforceable rights to payment for progress completed to date, inclusive of profit, are accounted for under the percentage-of-completion method of accounting whereby revenues are recognized based on estimates of completion prepared on a ratio of cost to total estimated cost basis. Costs include all material and direct and indirect charges related to specific contracts.
Adjustments to cost estimates are made periodically and any losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. However, any profits expected on contracts in progress are recognized over the life of the contract.
For financial statement presentation purposes, the Company nets progress billings against the total costs incurred and estimated earnings recognized on uncompleted contracts. The asset, "costs and estimated earnings in excess of billings," represents revenues recognized in excess of amounts billed. The liability, "billings in excess of costs and estimated earnings," represents billings in excess of revenues recognized.
For the nine months ended February 29, 2024 (All figures discussed are for the nine months ended February 29, 2024 as compared to the nine months ended February 28, 2023).
| Nine months ended February 29, 2024 | February 28, 2023 | Change Amount | Percent | |
|---|---|---|---|---|
| Net Revenue | $32,518,000 | $29,480,000 | $3,038,000 | 10% |
| Cost of sales | 17,570,000 | 17,358,000 | 212,000 | 1% |
| Gross profit | $14,948,000 | $12,122,000 | $2,826,000 | 23% |
| … as a percentage of net revenues | 46% | 41% |
The Company's consolidated results of operations showed a 10% increase in net revenues and an increase in net income of 55%. Revenues recorded in the current period for long-term projects (“Project(s)”) were 5% more than the level recorded in the prior year. The Company had 34 Projects in process during the current period as compared to 45 during the same period last year. Revenues recorded in the current period for other-than long-term projects (non-projects) were 19% more than the level recorded in the prior year. Total sales within the U.S. increased 21% from the same period last year. Total sales to Asia decreased 53% from the same period of the prior year. Sales increases were recorded over the same period last year to customers in aerospace / defense (88%) with decreases to customers involved in construction of buildings and bridges (-35%) and to industrial customers (-18%). The increase in aerospace / defense sales is due, in part, to a combination of providing production hardware on several legacy programs and new development programs.
The gross profit as a percentage of net revenue of 46% in the current period is five percentage points greater than the same period of the prior year (41%). Management continues to work with suppliers to obtain more visibility of conditions affecting their respective markets. These actions combined with benefits from the Company’s continuous improvement initiatives and increased volume have helped to improve the gross margin as a percentage of revenue over the prior year.
Sales of the Company’s products are made to three general groups of customers: industrial, structural and aerospace / defense. A breakdown of sales to the three general groups of customers is as follows:
| Nine months ended February 29, 2024 | February 28, 2023 | |
|---|---|---|
| Industrial | 8% | 10% |
| Structural | 31% | 54% |
| Aerospace / Defense | 61% | 36% |
At February 28, 2023, the Company had 125 open sales orders in our backlog with a total sales value of $27.8 million. At February 29, 2024, the Company has 131 open sales orders in our backlog, and the total sales value is $30.2 million. The Company expects to recognize revenue for the majority of the backlog during the 2024 and 2025 fiscal years.
The Company's backlog, revenues, gross profits, and net income fluctuate from period to period. The changes in the current period, compared to the prior period, are not necessarily representative of future results.
Net revenue by geographic region, as a percentage of total net revenue for the nine-month periods ended February 29, 2024 and February 28, 2023, is as follows:
| Nine months ended February 29, 2024 | February 28, 2023 | |
|---|---|---|
| USA | 90% | 81% |
| Asia | 5% | 12% |
| Other | 5% | 7% |
11
Research and Development Costs
| Nine months ended February 29, 2024 | February 28, 2023 | Change Amount | Percent | |
|---|---|---|---|---|
| R & D | $ 321,000 | $ 881,000 | $ (560,000) | -64% |
| … as a percentage of net revenues | 1.0% | 3.0% |
Research and development costs declined 64% from the prior year due to the completion of the Taylor Damped Moment Frame™ project.
Selling, General and Administrative Expenses
| Nine months ended February 29, 2024 | February 28, 2023 | Change Amount | Percent | |
|---|---|---|---|---|
| S G & A | $ 7,660,000 | $ 6,500,000 | $1,160,000 | 18% |
| … as a percentage of net revenues | 24% | 22% |
Selling, general and administrative expenses increased by 18% from the prior year. This change is primarily due to increased employee compensation costs including incentive compensation.
The above factors resulted in an operating income of $6,966,000 for the nine months ended February 29, 2024, 47% more than the $4,740,000 in the same period of the prior year.
| Summary comparison of the three months ended February 29, 2024 and February 28, 2023 | Increase / (Decrease) |
|---|---|
| Sales, net | $2,363,000 |
| Cost of goods sold | $872,000 |
| Research and development costs | $(82,000) |
| Selling, general and administrative expenses | $385,000 |
| Other income, net | $123,000 |
| Income before provision for income taxes | $1,311,000 |
| Provision for income taxes | $273,000 |
| Net income | $1,038,000 |
Sales under certain fixed-price contracts, in which the product has no alternative use to the Company and the Company has enforceable rights to payment for progress completed to date, inclusive of profit, are accounted for under the percentage-of-completion method of accounting whereby revenues are recognized based on estimates of completion prepared on a ratio of cost to total estimated cost basis. Costs include all material and direct and indirect charges related to specific contracts.
Adjustments to cost estimates are made periodically and any losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. However, any profits expected on contracts in progress are recognized over the life of the contract.
For financial statement presentation purposes, the Company nets progress billings against the total costs incurred and estimated earnings recognized on uncompleted contracts. The asset, "costs and estimated earnings in excess of billings," represents revenues recognized in excess of amounts billed. The liability, "billings in excess of costs and estimated earnings," represents billings in excess of revenues recognized.
For the three months ended February 29, 2024 (All figures discussed are for the three months ended February 29, 2024 as compared to the three months ended February 28, 2023).
| Three months ended February 29, 2024 | February 28, 2023 | Change Amount | Percent | |
|---|---|---|---|---|
| Net Revenue | $12,254,000 | $9,891,000 | $2,363,000 | 24% |
| Cost of sales | 6,501,000 | 5,629,000 | 872,000 | 15% |
| Gross profit | $5,753,000 | $4,262,000 | $1,491,000 | 35% |
| … as a percentage of net revenues | 47% | 43% |
The Company's consolidated results of operations showed a 24% increase in net revenues and $1.0 million increase in net income. Revenues recorded in the current period for Projects were 20% more than the level recorded in the prior year. The Company had 16 Projects in process during the current period as compared to 29 during the same period last year. Revenues recorded in the current period for other-than long-term construction projects (non-projects) were 30% more than the level recorded in the prior year. Total sales within the U.S. increased 36% from the same period last year. Total sales to Asia decreased 99% from the same period of the prior year. Sales increases were recorded over the same period last year to customers in aerospace / defense (108%) and industrial customers (13%) with a decrease to customers involved in construction of buildings and bridges (-33%). The circumstances affecting the fluctuations in revenue levels are as identified in the year-to-date comparisons, above.
The gross profit as a percentage of net revenue of 47% in the current period is four percentage points higher than the same period of the prior year (43%). The Company has been able to increase sales prices to recover more of the increased costs for materials and labor that were incurred over the past year. Management continues to work with suppliers to obtain more visibility of conditions affecting their respective markets. These actions combined with benefits from the Company’s continuous improvement initiatives and increased volume have helped to improve the gross margin as a percentage of revenue over the prior year.
Sales of the Company’s products are made to three general groups of customers: industrial, structural and aerospace / defense. A breakdown of sales to the three general groups of customers is as follows:
| Three months ended February 29, 2024 | February 28, 2023 | |
|---|---|---|
| Industrial | 8% | 8% |
| Structural | 29% | 54% |
| Aerospace / Defense | 63% | 38% |
Net revenue by geographic region, as a percentage of total net revenue for the three-month periods ended February 29, 2024 and February 28, 2023, is as follows:
| Three months ended February 29, 2024 | February 28, 2023 | |
|---|---|---|
| USA | 94% | 85% |
| Asia | 0% | 9% |
| Other | 6% | 6% |
Research and Development Costs
| Three months ended February 29, 2024 | February 28, 2023 | Change Amount | Percent | |
|---|---|---|---|---|
| R & D | $ 108,000 | $ 190,000 | $ (82,000) | -43% |
| … as a percentage of net revenues | 0.9% | 1.9% |
Research and development costs declined 43% from the prior year due to the completion of the Taylor Damped Moment Frame™ project.
Selling, General and Administrative Expenses
| Three months ended February 29, 2024 | February 28, 2023 | Change Amount | Percent | |
|---|---|---|---|---|
| S G & A | $ 2,651,000 | $ 2,266,000 | $ 385,000 | 17% |
| … as a percentage of net revenues | 22% | 23% |
Selling, general and administrative expenses increased 17% from the prior year. This change is primarily due to increased employee compensation costs including incentive compensation.
The above factors resulted in an operating income of $2,993,000 for the three months ended February 29, 2024, better than the $1,805,000 in the same period of the prior year.
Stock Options
The Company has a stock option plan which provides for the granting of nonqualified or incentive stock options to officers, key employees and non-employee directors. Options granted under the plan are exercisable over a ten-year term. Options not exercised at the end of the term expire.
The Company expenses stock options using the fair value recognition provisions of the FASB ASC. The Company recognized $301,000 and $128,000 of compensation cost for the nine-month periods ended February 29, 2024 and February 28, 2023.
The fair value of each stock option grant has been determined using the Black-Scholes model. The model considers assumptions related to exercise price, expected volatility, risk-free interest rate, and the weighted average expected term of the stock option grants. Expected volatility assumptions used in the model were based on volatility of the Company's stock price for the thirty-month period ending on the date of grant. The risk-free interest rate is derived from the U.S. treasury yield. The Company used a weighted average expected term.
The following assumptions were used in the Black-Scholes model to estimate the fair market value of the Company's stock option grants:
| February 2024 | February 2023 | |
|---|---|---|
| Risk-free interest rate: | 3.875% | 1.625% |
| Expected life of the options: | 4.2 years | 4.1 years |
| Expected share price volatility: | 36% | 30% |
| Expected dividends: | zero | zero |
| These assumptions resulted in estimated fair-market value per stock option: | $7.17 | $3.06 |
The ultimate value of the options will depend on the future price of the Company's common stock, which cannot be forecast with reasonable accuracy.
A summary of changes in the stock options outstanding during the nine-month period ended February 29, 2024 is presented below:
| Number of Options | Weighted- Average Exercise Price | |
|---|---|---|
| Options outstanding and exercisable at May 31, 2023: | 333,000 | $12.70 |
| Options granted: | 42,000 | $20.78 |
| Less: Options exercised: | 34,500 | $12.79 |
| Less: Options expired: | 750 | - |
| Options outstanding and exercisable at February 29, 2024: | 339,750 | $13.70 |
| Closing value per share on NASDAQ at February 29, 2024: | $35.98 |
14
Capital Resources and Long-Term Debt
The Company's primary liquidity is dependent upon its working capital needs. These are primarily short-term investments, inventory, accounts receivable, costs and estimated earnings in excess of billings, accounts payable, accrued expenses and billings in excess of costs and estimated earnings. The Company's primary source of liquidity has been operations.
Capital expenditures for the nine months ended February 29, 2024 were $755,000 compared to $2,383,000 in the same period of the prior year. In addition, the Company acquired Pumpkin™ Mounts intellectual property during the quarter for $300,000. As of February 29, 2024, the Company has commitments for capital expenditures totaling $337,000 during the next twelve months. The Board of Directors is evaluating additional capital expenditures to expand capacity.
The Company believes it is carrying adequate insurance coverage on its facilities and their contents.
Inventory and Maintenance Inventory
| February 29, 2024 | May 31, 2023 | Increase /(Decrease) | ||||
|---|---|---|---|---|---|---|
| Raw materials | $796,000 | $674,000 | $122,000 | 18% | ||
| Work-in-process | 5,659,000 | 5,005,000 | 654,000 | 13% | ||
| Finished goods | 223,000 | 262,000 | (39,000) | -15% | ||
| Inventory | 6,678,000 | 83% | 5,941,000 | 86% | 737,000 | 12% |
| Maintenance and other inventory | 1,361,000 | 17% | 1,003,000 | 14% | 358,000 | 36% |
| Total | $8,039,000 | 100% | $6,944,000 | 100% | $1,095,000 | 16% |
| Inventory turnover | 3.1 | 3.5 |
NOTE: Inventory turnover is annualized for the nine-month period ended February 29, 2024.
Inventory, at $6,678,000 as of February 29, 2024, is $737,000 more than the prior year-end level of $5,941,000. Approximately 85% of the current inventory is work in process, 3% is finished goods, and 12% is raw materials.
Maintenance and other inventory represent stock that is estimated to have a product life cycle in excess of twelve months. This stock represents certain items the Company is required to maintain for service of products sold and items that are generally subject to spontaneous ordering. This inventory is particularly sensitive to technological obsolescence in the near term due to its use in industries characterized by the continuous introduction of new product lines, rapid technological advances and product obsolescence. Management of the Company has recorded an allowance for potential inventory obsolescence. The provision for potential inventory obsolescence was $369,000 and $68,000 for the nine-month periods ended February 29, 2024 and February 28, 2023.
Accounts Receivable, Costs and Estimated Earnings in Excess of Billings (“CIEB"), and Billings in Excess of Costs and Estimated Earnings ("BIEC")
| February 29, 2024 | May 31, 2023 | Increase /(Decrease) | ||
|---|---|---|---|---|
| Accounts receivable | $4,887,000 | $5,554,000 | $(667,000) | -12% |
| CIEB | 4,534,000 | 4,124,000 | 410,000 | 10% |
| Less: BIEC | 1,960,000 | 1,992,000 | (32,000) | -2% |
| Net | $7,461,000 | $7,686,000 | $(225,000) | -3% |
| Number of an average day’s sales outstanding in accounts receivable | 36 | 47 |
The Company combines the totals of accounts receivable, the current asset, CIEB, and the current liability, BIEC, to determine how much cash the Company will eventually realize from revenue recorded to date. As the accounts receivable figure rises in relation to the other two figures, the Company can anticipate increased cash receipts within the ensuing 30-60 days.
Accounts receivable of $4,887,000 as of February 29, 2024 includes $29,000 of an allowance for doubtful accounts (“Allowance”). The accounts receivable balance as of May 31, 2023 of $5,554,000 included an Allowance of $29,000. The number of an average day's sales outstanding in accounts receivable (“DSO”) decreased from 47 days at May 31, 2023 to 36 at February 29, 2024. The DSO is a function of 1.) the level of sales for an average day (for example, total sales for the past three months divided by 90 days) and 2.) the level of accounts receivable at the balance sheet date. The Company expects to collect the net accounts receivable balance during the next twelve months.
As noted above, CIEB represents revenues recognized in excess of amounts billed. Whenever possible, the Company negotiates a provision in sales contracts to allow the Company to bill, and collect from the customer, payments in advance of shipments. Unfortunately, such provisions are often not possible. The $4,534,000 balance in this account at February 29, 2024 is 10% more than the prior year-end balance. This increase is the result of normal flow of the Projects through production with billings to the customers as permitted in the related contracts. The Company expects to bill the entire amount during the next twelve months. 13% of the CIEB balance as of the end of the last fiscal quarter, November 30, 2023, was billed to those customers in the current fiscal quarter ended February 29, 2024. The remainder will be billed as the Projects progress, in accordance with the terms specified in the various contracts.
The balances in this account are comprised of the following components:
| February 29, 2024 | May 31, 2023 | |
|---|---|---|
| Costs | $6,635,000 | $3,006,000 |
| Estimated Earnings | 6,774,000 | 2,648,000 |
| Less: Billings to customers | 8,875,000 | 1,530,000 |
| CIEB | $4,534,000 | $4,124,000 |
| Number of Projects in progress | 7 | 12 |
As noted above, BIEC represents billings to customers in excess of revenues recognized. The $1,960,000 balance in this account at February 29, 2024 is down 2% from the $1,992,000 balance at the end of the prior year. The balance in this account fluctuates in the same manner and for the same reasons as the CIEB, discussed above. Final delivery of product under these contracts is expected to occur during the next twelve months.
The balances in this account are comprised of the following components:
| February 29, 2024 | May 31, 2023 | |
|---|---|---|
| Billings to customers | $3,182,000 | $6,538,000 |
| Less: Costs | 789,000 | 2,343,000 |
| Less: Estimated Earnings | 433,000 | 2,203,000 |
| BIEC | $1,960,000 | $1,992,000 |
| Number of Projects in progress | 9 | 10 |
Summary of factors affecting the balances in CIEB and BIEC:
| February 29, 2024 | May 31, 2023 | |
|---|---|---|
| Number of Projects in progress | 16 | 22 |
| Aggregate percent complete | 43% | 33% |
| Average total sales value of Projects in progress | $1,924,000 | $1,285,000 |
| Percentage of total value invoiced to customer | 39% | 29% |
The Company's backlog of sales orders at February 29, 2024 is $30.2 million, down from $32.5 million at the end of the prior year. $16.1 million of the current backlog is on Projects already in progress.
Other Balance Sheet Items
Accounts payable, at $956,000 as of February 29, 2024, is 44% less than the prior year-end. Accrued expenses decreased 1% from the prior year-end, to $4,040,000. The Company expects the current accrued amounts to be paid or applied during the next twelve months.
Management believes the Company's cash flows from operations are sufficient to fund ongoing operations and capital improvements for the next twelve months.
On January 4, 2024, the Company entered into a Redemption Agreement to purchase 459,015 shares of the capital stock of the Company, representing approximately 13% of all of the issued and outstanding shares of capital stock of the Company from the Ira Sochet Trust and the Ira Sochet Roth IRA, non-affiliates of the Company. The agreed purchase price was $19.92 per share, (87.6%) of the average price at which shares of the Company's stock trade on the Closing Date on January 8, 2024.
Controls and procedures
As filed, 12,962 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
(a) Evaluation of disclosure controls and procedures.
The Company's principal executive officer and principal financial officer have evaluated the Company's disclosure controls and procedures as of February 29, 2024 and have concluded that as of the evaluation date, the disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting.
There have been no changes in the Company's internal controls over financial reporting that occurred during the fiscal quarter ended February 29, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's control over financial reporting.
Part II - Other Information
ITEM 1 Legal Proceedings Taylor Devices Inc. (the “Company”) has been named as a Third-Party Defendant in an action captioned Board of Managers of the 432 Park Condominium, et al. v. 56th and Park (NY) Owner LLC, et al. Index No. 655617/2021 (S.Ct. N.Y. Co.) (the “Action”). The Action was filed on or about September 23, 2021. In an amended Complaint dated April 29, 2022, the Board of Managers of 432 Park Condominium (the “Owner”), a condominium association for a high-rise condominium building (the “Building”) located at 432 Park Avenue in New York, N.Y., has asserted a claim against the condominium sponsor, 56th and Park (NY) Owner LLC (the “Sponsor”). The Owner alleges “over 1500 identified construction and design defects to the common elements of” residential and commercial units at the Building, based upon a report generated by a consultant (SBI Consultants Inc.) retained by the Owner. The alleged defects include, but are not limited to, allegedly-excessive noise and vibration, water leaks and elevator failures. The SBI report allegedly identified defects in the Building’s: (a) structural/envelope system; (b) mechanical/electrical & plumbing systems; (c) architectural/interiors; and (d) elevators/vertical systems. On March 14, 2022, the Sponsor filed a Third-Party Complaint against LendLease Construction (US) LMB (“LendLease”), as well as the architects of record on the project (SLCE Architects), the lead structural engineer (Cantor ESA) and the head mechanical engineer (Flack + Kurtz) involved in the Building’s design. As to LendLease, the Third-Party Complaint alleges breach of a Construction Management Contract between LendLease and Sponsor and negligence arising from purported failure to perform under the contract. On March 22, 2023, LendLease initiated a Third-Party action against various entities with whom LendLease had contracted for the supply of materials and services in connection with construction of the Building. The Third-Party defendants include the suppliers of products and services relating to the automatic sprinkler system, structural steel, mechanical systems, electrical systems, sheet metal, component assembly, roofing, the building exterior, plumbing, concrete, curtain walls, custom machine work and elevators. The Third-Party Complaint also names the Company as a Third-Party Defendant, based upon a contract between the Company and LendLease to supply 16 Viscous Damping Devices (“VDDs”) that were incorporated into a Tuned Mass Damper (“TMD”) system designed by another company to limit accelerations of the Building during wind events. On July 5, 2023, the Company timely filed and served an Answer to LendLease’s Third-Party Complaint. Additional third-party actions have been filed by parties named as defendants in the Third-Party Complaint. Presently, seven third-party actions are pending. The Progress of the Matter to Date. The matter, and all of the related third-party actions, are pending in the Commercial Division of the Supreme Court, New York County before Justice Melissa A. Crane. Justice Crane has appointed Hon. Andrew J. Peck, a retired justice of the Supreme Court, as Special Master to hear and determine disputes regarding all or any part of any discovery issue. On August 8, 2023, the Court entered into a Second Amended Scheduling Order. Among the directives in the Second Amended Scheduling Order is a requirement that: (a) all parties complete fact depositions and fact discovery by June 17, 2024; and (b) all parties complete expert discovery by November 28, 2024.
| ITEM 1A ITEM 2 | Management Response. Management of the Company vigorously disputes the allegations in the Third-Party Complaint. Based upon the information currently available, there is a credible argument that: (a) the Company met the contractual requirements of the 2013 Purchase Order for Viscous Damping Devices (VDDs) that were incorporated into the Tuned Mass Damper (TMD) system; and (b) the VDDs that were delivered were successfully tested to the applicable specification and met the technical requirements of that specification. The Owner has not itemized the damages it seeks to recover from the Sponsor, but the Amended Complaint contains an ad damnum clause demanding $125 million plus punitive damages. The Sponsor has not itemized the damages it seeks to recover from LendLease or the other third-party defendants, but the claim for relief in the Third-Party Complaint includes a demand for full indemnification of any amounts the Sponsor is required to pay plaintiff. In turn, LendLease does not itemize the damages it seeks to recover from the several Third-Party defendants (including the Company), but its demand for relief in the Third-Party Complaint includes a demand for full indemnification of any amounts LendLease is required to pay to the Sponsor. The Company anticipates that the pending actions would provide opportunities for the Sponsor, LendLease and the Company to allocate some or all of any liability to one or more co-defendants or third parties. In view of the limited discovery to date, it is not practical to quantify likely damages to the Company in the event of an unfavorable outcome on liability. Risk Factors Smaller reporting companies are not required to provide the information called for by this item. Unregistered Sales of Equity Securities and Use of Proceeds (a) The Company sold no equity securities during the fiscal quarter ended February 29, 2024 that were not registered under the Securities Act. (b) Use of proceeds following effectiveness of initial registration statement: Not Applicable (c) Repurchases of Equity Securities – Quarter Ended February 29, 2024 Period (a) Total Number of Shares Purchased (b) Average Price Paid Per Share (c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (d) Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs December 1, 2023 - |
|---|---|
| December 31, 2023 - - - - | |
| January 1, 2024 - | |
| January 31, 2024 459,015 $19.92 - - | |
| February 1, 2024 - | |
| February 29, 2024 - - - - | |
| Total - - - - | |
| ITEM 3 | Defaults Upon Senior Securities |
| None | |
| ITEM 4 | Mine Safety Disclosures |
| Not applicable |
19
| ITEM 5 | Other Information |
| (a) Information required to be disclosed in a Report on Form 8-K, but not reported | |
| None | |
| (b) Material changes to the procedures by which Security Holders may recommend nominees to the Registrant's Board of Directors | |
| None | |
| (c) During the Registrant’s last fiscal quarter, to the Registrant’s knowledge, no director or officer adopted or terminated: (i) Any contract, instruction or written plan for the purchase or sale of securities of the Registrant intended to satisfy the affirmative defense conditions of Rule 10b5–1(c) under the Securities Exchange Act of 1934 (the “Exchange Act”); or (ii) Any ‘‘non-Rule 10b5–1 trading arrangement’’ as defined in paragraph (c) of Item 408 of Regulation S-K under the Exchange Act. |
| ITEM 6 | Exhibits | |
| 3(i) | Restated Certificate of Incorporation incorporated by reference to Exhibit (3)(i) of Annual Report on Form 10-K, dated August 24, 1983. | |
| 3(ii) | Amendment to Certificate of Incorporation incorporated by reference to Exhibit (3)(iv) to Form 8 [Amendment to Application or Report], dated September 24, 1993. | |
| 3(iii) | Amendment to Certificate of Incorporation eliminating and re-designating the Series A Junior Preferred Stock and creating 5,000 Series 2008 Junior Participating Preferred Stock, at $.05 par value, as filed by the Secretary of State of the State of New York on September 16, 2008, and incorporated by reference to Exhibit (3)(i) of Form 8-K, dated as of September 15, 2008 and filed September 18, 2008. | |
| 3(iv) | Certificate of Change incorporated by reference to Exhibit (3)(i) to Quarterly Report on Form 10-QSB for the period ending November 30, 2002. | |
| 3(v) | By-laws – filed on January 6, 2023 with Form 10-Q for the period ending November 30, 2022, and incorporated herein by reference. | |
| 31(i) | Rule 13a-14(a) Certification of Chief Executive Officer. | |
| 31(ii) | Rule 13a-14(a) Certification of Chief Financial Officer. | |
| 32(i) | Section 1350 Certification of Chief Executive Officer. | |
| 32(ii) | Section 1350 Certification of Chief Financial Officer. | |
| 101.SCH | XBRL Taxonomy Extension Schema Document | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101 |
20
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Taylor Devices, Inc.
Results of Review of Interim Financial Information
We have reviewed the accompanying condensed consolidated balance sheet of Taylor Devices, Inc. and Subsidiary (the Company) as of February 29, 2024, and the related condensed consolidated statements of income and stockholders’ equity for the three and nine months ended February 29, 2024 and February 28, 2023, and cash flows for the nine months ended February 29, 2024 and February 28, 2023, and the related notes (collectively referred to as the interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of May 31, 2023, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated August 15, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of May 31, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
These financial statements are the responsibility of the Company's management. We conducted our review in accordance with the standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Lumsden & McCormick, LLP
Buffalo, New York
March 28, 2024
TAYLOR DEVICES, INC.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TAYLOR DEVICES, INC.
(Registrant)
| Date: | March 28, 2024 | /s/Timothy J. Sopko |
| Timothy J. Sopko Chief Executive Officer (Principal Executive Officer) |
| Date: | March 28, 2024 | /s/Paul Heary |
| Paul Heary Chief Financial Officer |
22
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2024-02-29. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2023-12-01 to 2024-02-29 | $12.3m | us-gaap:Revenues |
| Revenue | 9 months2023-06-01 to 2024-02-29 | $32.5m | us-gaap:Revenues |
| Cost of revenue | 3 months2023-12-01 to 2024-02-29 | $6.5m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months2023-06-01 to 2024-02-29 | $17.6m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2023-12-01 to 2024-02-29 | $5.8m | us-gaap:GrossProfit |
| Gross profit | 9 months2023-06-01 to 2024-02-29 | $14.9m | us-gaap:GrossProfit |
| Research and development | 3 months2023-12-01 to 2024-02-29 | $108.4k | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months2023-06-01 to 2024-02-29 | $321.5k | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months2023-12-01 to 2024-02-29 | $2.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months2023-06-01 to 2024-02-29 | $7.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2023-12-01 to 2024-02-29 | $3.0m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months2023-06-01 to 2024-02-29 | $7.0m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months2023-12-01 to 2024-02-29 | $659.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months2023-06-01 to 2024-02-29 | $1.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2023-12-01 to 2024-02-29 | $2.7m | us-gaap:NetIncomeLoss |
| Net income | 9 months2023-06-01 to 2024-02-29 | $6.5m | us-gaap:NetIncomeLoss |
| Basic EPS | 3 months2023-12-01 to 2024-02-29 | $0.82 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months2023-06-01 to 2024-02-29 | $1.91 | us-gaap:EarningsPerShareBasic |
| Operating cash flow | 9 months2023-06-01 to 2024-02-29 | $6.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months2023-06-01 to 2024-02-29 | $755.3k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | At period end2024-02-29 | $3.1m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2024-02-29 | $41.2m | us-gaap:AssetsCurrent |
| Total assets | At period end2024-02-29 | $54.8m | us-gaap:Assets |
| Current liabilities | At period end2024-02-29 | $7.0m | us-gaap:LiabilitiesCurrent |
| Shareholders' equity | At period end2024-02-29 | $47.8m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0001376474-24-000142. Last ingested by Listed: Oct 24, 2026, 14:54 ET. Listed shows no prices and gives no investment advice.