-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TLOVUjFtOMGdYs20ZZDHihf2A1X9BZ6DA9ETXJEZ8ijtuYVFNRkldZruy8IOcHqv wvaiOUzGr+SYLY6WaOBjbg== 0000096536-96-000004.txt : 19960417 0000096536-96-000004.hdr.sgml : 19960417 ACCESSION NUMBER: 0000096536-96-000004 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960229 FILED AS OF DATE: 19960416 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAYLOR DEVICES INC CENTRAL INDEX KEY: 0000096536 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 160797789 STATE OF INCORPORATION: NY FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 10QSB SEC ACT: 1934 Act SEC FILE NUMBER: 000-03498 FILM NUMBER: 96547534 BUSINESS ADDRESS: STREET 1: 90 TAYLOR DR STREET 2: P O BOX 748 CITY: NORTH TONAWANDA STATE: NY ZIP: 14120 BUSINESS PHONE: 7166940800 MAIL ADDRESS: STREET 1: 90 TAYLOR DR CITY: N TONAWANDA STATE: NY ZIP: 14120-0748 10QSB 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-QSB QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For quarter ended February 29, 1996 Commission File Number 0-3498 TAYLOR DEVICES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) NEW YORK 16-0797789 (State or other Jurisdiction of (I.R.S. Employer Identification incorporation or organization) Number) 90 TAYLOR DRIVE, NORTH TONAWANDA, NEW YORK 14120-0748 Address of principal executive offices Zip Code Registrant's telephone number, including area code - 716-694-0800 Indicate by check mark whether the registrant (1) has filed all annual, quarterly, and other reports required to be filed with all the Commission and (2) has been subject to the filing requirements for at least the past 90 days. Yes X No Indicate the number of shares outstanding, of each of the Issuer's classes of common stock as of the close of the period covered by this report. CLASS Outstanding at February 29, 1996 Common Stock 2,668,986 (2-1/2 cents par value) FORM 10-QSB TAYLOR DEVICES, INC. - INDEX PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Balance Sheets February 29, 1996, and May 31, 1995. Consolidated Condensed Statements of Income for nine months ended February 29, 1996 and February 28, 1995, and three months ended February 29, 1996 and February 28, 1995. Consolidated Condensed Statement of Cash Flows - nine months ended February 29, 1996 and February 28, 1995. Notes to Consolidated Condensed Financial Statements. Item 2. Management's Discussion and Analysis of the Financial Condition and Results of Operations PART II - OTHER INFORMATION Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Report on Form 8-K SIGNATURES FORM 10-QSB TAYLOR DEVICES, INC. - CONSOLIDATED BALANCE SHEET ASSETS 2/29/96 5/31/95 Current Cash $ 175,598 $ 915,294 Funds Held By Trustee - 0 - 627,591 Trade Accounts Receivable 1,681,033 793,046 Inventories 2,297,296 2,113,555 Prepaid and Refundable Income Taxes (31,546) 152,377 Prepaid Expenses 163,458 147,515 Total Current Assets $4,285,839 $4,749,378 Investments - Affiliate, at equity 157,724 141,643 Property and Equipment - Net 2,300,485 1,957,422 Other Assets Other 667,490 391,134 Total Other Assets $ 667,490 $ 391,134 TOTAL ASSETS $7,411,538 $7,239,577 LIABILITIES AND STOCKHOLDERS' EQUITY Current Current Portion of Long Term Debt $ 284,872 $ 277,396 Payables - Trade 933,106 758,162 Affiliate-Current 70,795 56,334 Construction-in-Progress - 0 - 303,898 Accrued Income Tax 103,313 63,816 Accrued Expenses 314,901 142,563 Advanced Payments - Customers 308,740 570,469 Total Current Liabilities $2,015,727 $2,172,638 Non Current Long Term Debt 1,831,219 2,012,092 Deferred Income Tax - 0 - - 0 - Total Non Current Liabilities $1,831,219 $2,012,092 Minority Stockholders' Interest $ 215,396 $ 215,396 STOCKHOLDERS' EQUITY Common Stock, par value $.025 a share, authorized 8,000,000 shares $ 66,725 $ 66,344 Paid - In Capital 2,226,953 2,161,732 Retained Earnings 1,101,343 657,200 Less: Cost of Treasury Stock: 21,990 shares 45,825 45,825 TOTAL STOCKHOLDERS' EQUITY $3,349,196 $2,839,451 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $7,411,538 $7,239,577 FORM 10-QSB TAYLOR DEVICES, INC. CONSOLIDATED CONDENSED STATEMENT OF INCOME NINE MONTHS THREE MONTHS ENDED FEBRUARY 29/28 ENDED FEBRUARY 29/28 1996 1995 1996 1995 NET SALES $6,561,047 $5,152,081 $2,325,387 $2,140,310 COST OF PRODUCT SOLD 4,261,244 3,462,926 1,467,605 1,408,117 Gross Profit 2,299,803 1,689,155 857,782 732,193 EXPENSES Selling and Administrative 1,678,299 1,340,298 585,745 550,141 Profit (loss) from Operations 621,504 348,857 272,037 182,052 OTHER INCOME/(EXPENSE) Rental - Affiliates 9,347 24,003 2,513 8,001 Miscellaneous 31,281 153,385 24,181 8,014 Interest (115,970) (97,067) (37,619) (42,446) NET OTHER (75,342) 80,321 (10,925) 26,431 NET INCOME BEFORE PROVISION FOR TAXES 546,162 429,178 261,112 155,621 Provision for Income Taxes 118,100 47,206 58,360 23,800 INCOME BEFORE EQUITY IN EARNINGS OF AFFILIATES 428,062 381,972 202,752 131,821 EQUITY IN EARNINGS OF AFFILIATES 16,081 13,846 6,977 5,404 NET INCOME BEFORE MINORITY STOCKHOLDERS' INTEREST 444,143 395,818 209,729 137,225 Minority Stockholders' Interest - 0 - - 0 - - 0 - - 0 - NET INCOME $ 444,143 $ 395,818 $ 209,729 $ 137,225 Earnings Per Share $.17 $.15 $.08 $.05 FORM 10-QSB TAYLOR DEVICES, INC. STATEMENT OF CHANGES IN FINANCIAL POSITION NINE MONTHS ENDED FEBRUARY 29/28 1996 1995 FUNDS PROVIDED From Operations $ 444,143 $201,095 Depreciation and Amort. 136,800 83,258 Fixed Assets - 0 - - 0 - Sales of Stock 65,602 20,583 Minority Shareholders' Interest - 0 - 61,861 Decrease Other Assets - 0 - - 0 - Increase Other Liabilities - 0 - 252,065 Increase Long Term Debt - 0 - - 0 - Total Funds Provided $ 646,545 $ 618,862 FUNDS APPLIED Loss on Operations $ - 0 - $ - 0 - Fixed Assets 479,863 14,785 Decrease Other Liabilities 164,387 - 0 - Increase Other Assets 552,513 207,706 Minority Shareholders' Interest - 0 - - 0 - Investments - Affiliates 16,081 6,843 Decrease Long Term Debt 173,397 128,562 Total Funds Applied $1,386,241 $357,896 INCREASE (DECREASE) IN CASH ($ 739,696) $260,966 FORM 10-QSB TAYLOR DEVICES, INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENT 1. In opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments necessary to present fairly the financial position as of February 29, 1996 and May 31, 1995 and the results of operations for the three months and nine months ended February 29, 1996 and February 28, 1995 and changes in financial position for the nine months then ended. 2. There is no provision nor shall there be any provisions for profit sharing, dividends, or any other benefits of any nature at any time for this fiscal year. 3. For the nine month period ended February 29, 1996, the profit was divided by 2,668,986 to calculate the earnings per share. For the nine month period ended February 28, 1995, the profit was divided by 2,650,537 to calculate the earnings per share. 4. The results of operations for the nine month period ended February 29, 1996 are not necessarily indicative of the results to be expected for the full year. FORM 10-QSB TAYLOR DEVICES, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is Management's discussion and analysis of certain significant factors which have affected the Company's earnings during the periods included in the accompanying consolidated condensed statements of income. A summary of the period to period changes in the principal items included in the consolidated statements of income is shown below: Comparisons of nine months ended February 29, 1996 - February 28, 1995 Increase (decrease) Net Sales $1,408,966 Cost of Sales 798,318 Selling, General and Administrative Expenses 338,001 Other Expenses - 0 - Other Income (136,760) Interest Expense 18,903 Net Profit Before Tax and Minority Shareholders' Interest 116,984 Provision for Income Tax 70,894 Net Profit Before Equity in Earnings of Affiliates 46,090 Equity in Earnings of Affiliates 2,235 Minority Stockholders' Interest - 0 - Net Income $ 48,325 FORM 10-QSB TAYLOR DEVICES, INC. MANAGEMENT'S DISCUSSION (CON'T) For the three and nine month periods ended February 29, 1996, Taylor Devices, Inc. (the Company) recorded improved results in Net Sales, Operating Income, and Net Income compared to the prior year's performance. NINE MONTH PERFORMANCE For the nine months ending February 29, 1996, Net Sales were $6,561,047, approximately $1,409,000 and 27% higher than FY95's figure. Much of the increased revenue was attributable to the first sizeable deliveries of product in fulfillment of long-term defense related orders, and two seismic damper projects. FY96's Gross Margin was $2,299,803 (35.0%) representing improvements of about $611,000 and 2.2 percentage points compared to FY95's nine month results. Selling, General and Administrative (SGA) expenses increased by about $338,000 from the prior year due primarily to increased commission, depreciation and EDP expenses. However, as a percentage of net sales, SGA improved slightly from FY95's 26.0% to 25.6% in FY96. The improved sales, better gross margin percent performance and stable SGA generated an Operating Income of $621,504, a 78% improvement over FY95's nine month figure of $348,857. The $273,000 improvement in nine month Operating Income was somewhat offset by a $155,000 decrease in Other Income. As explained in the previous 10-QSB, this difference is almost entirely attributable to the substantial interest income reported in FY95 which was not repeated in FY96. Increased interest expense generated by the Industrial Development Agency (IDA) Loan to finance the facility expansion also impacted the Other Income line. Pretax income for FY96 was $546,162, about $117,000 higher than FY95's figure. The estimated tax rate used in FY96 continues to be relatively favorable due to the remaining portion of the NOL, although not quite as favorable as the estimated rate used in FY95 when the entire NOL was available. Net Income for FY96 was $444,143 ($.17 per share), compared to $395,818 ($.15 per share) in FY95. THREE MONTH PERFORMANCE Net Sales improved by about $185,000 and 9% in the third quarter of FY96 (Q396) compared to the same period in FY95 (Q395). Gross Margin percentage also improved, from 34.2% in Q395 to 36.9% in Q396. The improvement in Gross Margin percent in the third quarter is due in part to favorable close-out adjustments on two contracts whose partial shipments had been assigned estimated costs in prior periods. Total Gross Margin for the third quarter was $857,782, about $126,000 better than FY95's third quarter. SGA expenses increased by about $36,000, resulting in an Operating Income figure of $272,037, about $90,000 higher than the previous year. Pretax income for Q396 was $261,112, about $105,000 higher than Q395 due primarily to improved operating income and slightly lower Other Expenses. Net Income for Q396 was $209,729 ($.08 per share) compared to $137,225 ($.05 per share) in Q396. FORM 10-QSB TAYLOR DEVICES, INC. MANAGEMENT'S DISCUSSION (CON'T) OTHER In the third quarter of FY96, the Company's newly upgraded Engineering facility was finished, thereby bringing the 18 month facility expansion/upgrade project to completion. The Backlog of Sales Orders remains above the $7,000,000 level and bidding activity on seismic and non seismic opportunities continues at a strong level. The Company has recently commenced work on a substantial West Coast seismic project with a relatively short delivery schedule. However, as mentioned in the previous 10-QSB, certain other substantial projects originally scheduled to be awarded in time to favorably impact the Company's FY96 results (had the Company been the successful bidder) have been postponed for a number of reasons including funding and budgetary review at all levels of government. Management continues to be optimistic about the ultimate disposition of these projects but believes the major impact will be felt in FY97 and later. The Current Ratio remains strong at 2.1, and for the remainder of FY96 the Company's cash flow will benefit from use of the remaining NOL and the FY95 inventory adjustment to minimize tax payment obligations. The San Bernardino County Medical Center Replacement Project deliveries were completed in the third quarter, and the Company has been informed that all product shipped was acceptable. Final payment should be received about halfway into the fourth quarter. Based on current financial results and scheduled shipments for the final quarter of FY96, Management believes that FY96 will be a record year in terms of net sales. Net Income should approach FY95's figure, but due to the uncertainty surrounding the status of tax credits for R&D, it is not possible at this time to finalize an estimate. FORM 10-QSB TAYLOR DEVICES, INC. PART II - OTHER INFORMATION ITEM 1 Legal Proceedings The Company is not currently engaged in any litigation. ITEM 2 Changes in Securities - None ITEM 3 Defaults Upon Senior Securities - None ITEM 4 Submission of Matters to Vote of Securities Holders - None ITEM 5 Other Information In the period of 6/1/95 to 2/29/96, the Company's reported total of outstanding shares increased by 15,238, as itemized below: 1. Employee Stock Ownership Plan 9,886 2. Director Stock Option Plan 5,352 15,238 ITEM 6 Exhibits and Reports of Form 8-K - None FORM 10-QSB 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) By /S/ Douglas P. Taylor Date: 4/15/96 Douglas P. Taylor Chairman of the Board of Directors President (Principal Executive Officer) AND By /S/ Kenneth G. Bernstein Date: 4/15/96 Kenneth G. Bernstein Chief Accounting Officer Treasurer EX-27 2 ART. 5 FDS FOR THIRD QUARTER 1995 10-QSB
5 9-MOS MAY-31-1996 FEB-29-1996 175,598 0 1,696,333 15,300 2,297,296 4,285,839 4,905,897 2,605,412 7,411,538 2,015,727 1,323,778 0 0 66,725 3,282,471 7,411,538 6,561,047 6,561,047 4,261,244 5,939,543 75,342 0 115,970 546,162 118,100 428,062 0 16,081 0 444,143 .166 .160
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