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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

(Mark One)

   
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE    ACT OF 1934

For the quarterly period ended August 31, 2019

OR

   
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE      ACT OF 1934

For the transition period from                      to                     

Commission File Number 0-3498

TAYLOR DEVICES INC

 

(Exact name of registrant as specified in its charter)

     
New York   16-0797789
 
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
90 Taylor Drive, North Tonawanda, New York   14120
 
(Address of principal executive offices)   (Zip Code)

716-694-0800

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading Symbol

 

Name of each exchange on which registered

None None None

 

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

Yes No

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes No

 

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

 

Large accelerated filer Accelerated filer
Non-accelerated Filer Smaller reporting company
Emerging growth company  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

  

  

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

Yes No

 

As of September 23, 2019, there were outstanding 3,478,866 shares of the registrant’s common stock, par value $.025 per share.

 

 

TAYLOR DEVICES, INC.

 

Index to Form 10-Q

 

 

 

PART I FINANCIAL INFORMATION PAGE NO.
       
  Item 1. Financial Statements  
       
    Condensed Consolidated Balance Sheets as of August 31, 2019 and May 31, 2019 4
       
    Condensed Consolidated Statements of Income for the three months ended August 31, 2019 and 2018 5
       
    Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2019 and 2018 6
       
    Notes to Condensed Consolidated Financial Statements 7
       
  Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

9
  Item 3. Quantitative and Qualitative Disclosures About Market Risk  

14

 

         
  Item 4. Controls and Procedures   14
       
PART II

OTHER INFORMATION

 

 

 

 

Item 1. Legal Proceedings 15

 

 

Item 1A. Risk Factors 15

 

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 15

 

 

Item 3. Defaults Upon Senior Securities 15

 

 

Item 4. Mine Safety Disclosures 15

 

 

Item 5. Other Information 16
  Item 6. Exhibits 16

 

 

     

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

17

SIGNATURES

 

  18

 

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TAYLOR DEVICES, INC. AND SUBSIDIARY      
       
Condensed Consolidated Balance Sheets  (Unaudited)   
   August 31,  May 31,
   2019  2019
       
Assets          
Current assets:          
     Cash and cash equivalents  $6,730,639   $5,071,822 
     Short-term investments   1,060,094    1,055,591 
     Accounts receivable, net   6,846,521    5,279,302 
     Inventory   11,261,923    11,239,331 
     Costs and estimated earnings in excess of billings   4,499,288    7,572,490 
     Other current assets   505,680    549,177 
          Total current assets   30,904,145    30,767,713 
           
Maintenance and other inventory, net   745,900    731,877 
Property and equipment, net   9,109,963    9,317,442 
Other assets   191,931    190,749 
Deferred income taxes   189,115    189,115 
Total assets  $41,141,054   $41,196,896 
Liabilities and Stockholders' Equity          
Current liabilities:          
     Accounts payable  $1,406,019   $1,402,692 
     Accrued commissions   1,003,970    1,309,358 
     Billings in excess of costs and estimated earnings   235,280    633,703 
     Other current liabilities   1,763,522    1,532,271 
          Total current liabilities   4,408,791    4,878,024 
           
           
Stockholders' Equity:          
     Common stock and additional paid-in capital   9,698,441    9,639,627 
     Retained earnings   29,863,181    29,508,604 
Stockholders’ equity before treasury stock   39,561,622    39,148,231 
     Treasury stock -  at cost   (2,829,359)   (2,829,359)
          Total stockholders’ equity   36,732,263    36,318,872 
 Total liabilities and stockholders’ equity  $41,141,054   $41,196,896 
           
           
See notes to condensed consolidated financial statements.          

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TAYLOR DEVICES, INC. AND SUBSIDIARY
      
       
Condensed Consolidated Statements of Income  (Unaudited)
   August 31,
For the three months ended  2019  2018
       
       
Sales, net  $5,708,639   $7,314,094 
           
Cost of goods sold   4,025,762    5,007,831 
           
     Gross profit   1,682,877    2,306,263 
           
Selling, general and administrative expenses   1,290,531    1,374,617 
           
     Operating income   392,346    931,646 
           
Other income (expense),  net   37,231    (12,814)
           
     Income before provision for income taxes   429,577    918,832 
           
Provision for income taxes   75,000    178,000 
           
     Net income  $354,577   $740,832 
           
Basic and diluted earnings per common share  $0.10   $0.21 
           

See notes to condensed consolidated financial statements.

 

 

 

          

 

 

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TAYLOR DEVICES, INC. AND SUBSIDIARY      
       
Condensed Consolidated Statements of Cash Flows      
   (Unaudited)
   August 31,
For the three months ended  2019  2018
       
Operating activities:          
Net income  $354,577   $740,832 
Adjustments to reconcile net income to net cash flows from operating activities:          
   Depreciation   280,398    287,014 
   Stock options issued for services   55,437    57,308 
   Changes in other assets and liabilities:          
      Accounts receivable   (1,567,219)   1,436,565 
      Inventory   (36,615)   (381,751)
      Costs and estimated earnings in excess of billings   3,073,202    1,768,704 
      Other current assets   43,497    141,334 
      Accounts payable   3,327    437,935 
      Accrued commissions   (305,388)   (56,885)
      Billings in excess of costs and estimated earnings   (398,423)   (172,127)
      Other current liabilities   231,251    97,686 
          Net operating activities   1,734,044    4,356,615 
           
Investing activities:          
   Acquisition of property and equipment   (72,919)   (100,402)
   Other investing activities   (5,685)   (4,012)
          Net investing activities   (78,604)   (104,414)
           
Financing activities:          
   Proceeds from issuance of common stock, net   3,377    10,088 
           
          Net change in cash and cash equivalents   1,658,817    4,262,289 
           
Cash and cash equivalents - beginning   5,071,822    2,858,323 
           
          Cash and cash equivalents - ending  $6,730,639   $7,120,612 
           
See notes to condensed consolidated financial statements.          

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TAYLOR DEVICES, INC.

 

Notes to Condensed Consolidated Financial Statements

 

1.The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of August 31, 2019 and May 31, 2019, the results of operations for the three months ended August 31, 2019 and 2018, and cash flows for the three months ended August 31, 2019 and 2018. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report to Shareholders for the year ended May 31, 2019.

 

2.The Company has evaluated events and transactions for potential recognition or disclosure in the financial statements through the date the financial statements were issued.

 

3.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.

 

4.For the three month periods ended August 31, 2019 and 2018, the net income was divided by 3,478,636 and 3,466,589 respectively, which is net of the Treasury shares, to calculate the net income per share.

 

5.The results of operations for the three month periods ended August 31, 2019 are not necessarily indicative of the results to be expected for the full year.

 

6.Recently issued Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) guidance has either been implemented or is not significant to the Company

 

7.Inventory:

 

       
Inventory  August 31, 2019  May 31, 2019
Raw materials  $660,019   $679,018 
Work-in-process   9,979,559    9,905,495 
Finished goods   722,345    754,818 
Gross inventory   11,361,923    11,339,331 
Less allowance for obsolescence   100,000    100,000 
Net inventory  $11,261,923   $11,239,331 

 

8.Revenue Recognition:

 

FASB Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers, was adopted on June 1, 2018 using the modified retrospective method, which required the recognition of the cumulative effect of the transition as an adjustment to retained earnings. We recognized a transition adjustment of $4,999, which increased our June 1, 2018 retained earnings.

Revenue is recognized (generally at fixed prices) when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration to which the Company expects to be entitled in exchange for transferring those products or services.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts which are, therefore, not distinct. Promised goods or services that are immaterial in the context of the contract are not separately assessed as performance obligations. In the three months ended August 31, 2019, 42% of revenue was recorded for contracts with a single performance obligation that was satisfied within the period. In the three months ended August 31, 2018, 52% of revenue was recorded for contracts with a single performance obligation that was satisfied within the period.

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For contracts with customers in which the Company satisfies a promise to the customer to provide a product that has no alternative use to the Company and the Company has enforceable rights to payment for progress completed to date inclusive of profit, the Company satisfies the performance obligation and recognizes revenue over time (generally less than one year), using costs incurred to date relative to total estimated costs at completion to measure progress toward satisfying our performance obligations. Incurred cost represents work performed, which corresponds with, and thereby best depicts, the transfer of control to the customer. Contract costs include labor, material and overhead. Adjustments to cost estimates are made periodically, and losses expected to be incurred on contracts in progress are charged to operations in the period such losses are determined. In the three months ended August 31, 2019, 58% of revenue was recorded for contracts in which revenue was recognized over time. In the three months ended August 31, 2018, 48% of revenue was recorded for contracts in which revenue was recognized over time.

Progress payments are typically negotiated for longer term projects. Payments are otherwise due once performance obligations are complete (generally at shipment and transfer of title). For financial statement presentation purposes, the Company nets progress billings against the total costs incurred 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.

If applicable, the Company recognizes an asset for the incremental, material costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year and the costs are expected to be recovered. As of August 31, 2019 and May 31, 2019, the Company does not have material incremental costs on any open contracts with an original expected duration of greater than one year, and therefore such costs are expensed as incurred. These incremental costs include, but are not limited to, sales commissions incurred to obtain a contract with a customer.

 

 

 

 

 

 

 

 

 

 

 

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

 

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 three months ended August 31, 2019 and 2018
   Increase /
   (Decrease)
Sales, net  $(1,605,000)
Cost of goods sold  $(982,000)
Selling, general and administrative expenses  $(84,000)
Income before provision for income taxes  $(489,000)
Provision for income taxes  $(103,000)
Net income  $(386,000)

 

 

Sales under certain fixed-price contracts, requiring substantial performance over several periods prior to commencement of deliveries, 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 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.

 

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For the three months ended August 31, 2019 (All figures discussed are for the three months ended August 31, 2019 as compared to the three months ended August 31, 2018).

 

   Three months ended August 31  Change
   2019  2018  Amount  Percent
Net Revenue  $5,709,000   $7,314,000   $(1,605,000)   -22%
Cost of sales   4,026,000    5,008,000    (982,000)   -20%
Gross profit  $1,683,000   $2,306,000   $(623,000)   -27%
… as a percentage of net revenues   29%   32%          

 

The Company's consolidated results of operations showed a 22% decrease in net revenues and a decrease in net income of 52%. Revenues recorded in the current period for long-term construction projects (“Project(s)”) were 6% less than the level recorded in the prior year. The Company had 27 Projects in process during the current period as well as during the same period last year. Revenues recorded in the current period for other-than long-term construction projects (non-projects) were 36% less than the level recorded in the prior year. Total sales within the U.S. decreased 27% from the same period last year. Total sales to Asia increased 3% from the same period of the prior year. Sales decreases were recorded over the same period last year to customers involved in construction of buildings and bridges (5%), as well as to customers in aerospace / defense (47%). There was an increase in sales to industrial customers (20%). Sales to customers in aerospace / defense in the same period last year were higher than typical for the Company. The fluctuation from the prior year is due to the natural delivery cycle of mature military and aerospace products that inherently have temporary gaps in their production schedules as well as accommodating customer requests for earlier deliveries prior to this quarter. Recent sales orders from customers in aerospace / defense that are included in our sales order backlog as of August 31, 2019 are expected to have a positive impact on aerospace / defense sales in future periods this fiscal year. Please refer to the charts, below, which show the breakdown of sales. The gross profit as a percentage of net revenue of 29% in the current period is slightly less than the same period of the prior year (32%). The decrease in gross profit as a percentage of net revenue is primarily due to a shift in the product / customer mix noted above. The Company generally realizes a greater gross margin on domestic and aerospace / defense sales than it does on exports and construction sales.

 

Sales of the Company’s products are made to three general groups of customers: industrial, construction and aerospace / defense. A breakdown of sales to the three general groups of customers is as follows:

 

   Three months ended August 31
   2019  2018
Industrial   10%   6%
Construction   60%   50%
Aerospace / Defense   30%   44%
           

 

At August 31, 2018, the Company had 118 open sales orders in its backlog with a total sales value of $22.6 million. At August 31, 2019, the Company has slightly more open sales orders in its backlog (124 orders), and the total sales value is $18.3 million.

 

The Company's backlog, revenues, commission expense, gross margins, 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 three month periods ended August 31, 2019 and August 31, 2018, is as follows:

 

   Three months ended August 31
   2019  2018
 USA    78%   84%
 Asia    15%   11%
 Other    7%   5%

 

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Selling, General and Administrative Expenses

 

   Three months ended August 31  Change
   2019  2018  Amount  Percent
Outside Commissions  $252,000   $349,000   $(97,000)   -28%
Other SG&A   1,039,000    1,026,000    13,000    1%
Total SG&A  $1,291,000   $1,375,000   $(84,000)   -6%
   … as a percentage of net revenues   23%   19%          

 

Selling, general and administrative expenses decreased by 6% from the prior year. Outside commission expense decreased by 28% from last year's level. This decrease is due to a decrease in domestic commissionable sales from last year’s level. Other selling, general and administrative expenses increased 1% from last year to this.

 

The above factors resulted in operating income of $392,000 for the three months ended August 31, 2019, 58% less than the $932,000 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 $55,000 and $57,000 of compensation cost for the three month periods ended August 31, 2019 and 2018.

 

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:

 

   August
2019
  August
2018
Risk-free interest rate:   1.750%   2.625%
Expected life of the options:   3.8 years    3.7 years 
Expected share price volatility:   30%   31%
Expected dividends:   zero    zero 
           
These assumptions resulted in estimated fair-market value per stock option:  $2.84   $3.18 

 

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.

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A summary of changes in the stock options outstanding during the three month period ended August 31, 2019 is presented below:

      Weighted-
   Number of  Average
   Options  Exercise Price
Options outstanding and exercisable at May 31, 2019:   224,000   $11.71 
Options granted:   19,500   $11.02 
Less: Options expired:   12,000   $14.34 
Options outstanding and exercisable at August 31, 2019:   231,500   $11.52 
Closing value per share on NASDAQ at August 31, 2019:       $10.82 

 

Capital Resources, Line of Credit and Long-Term Debt

 

The Company's primary liquidity is dependent upon the working capital needs. These are mainly inventory, accounts receivable, costs and estimated earnings in excess of billings, accounts payable, accrued commissions, and billings in excess of costs and estimated earnings. The Company's primary source of liquidity has been operations.

 

Capital expenditures for the three months ended August 31, 2019 were $73,000 compared to $100,000 in the same period of the prior year. As of August 31, 2019, the Company has commitments for capital expenditures totaling $180,000 during the next twelve months.

 

The Company believes it is carrying adequate insurance coverage on its facilities and their contents.

 

 

Inventory and Maintenance Inventory

 

 

   August 31, 2019  May 31, 2019  Increase /(Decrease)
Raw materials  $660,000        $679,000        $(19,000)   -3%
Work-in-process   9,980,000         9,905,000         75,000    1%
Finished goods   622,000         655,000         (33,000)   -5%
Inventory   11,262,000    94%   11,239,000    94%   23,000    —   
Maintenance and other inventory   746,000    6%   732,000    6%   14,000    2%
Total  $12,008,000    100%  $11,971,000    100%  $37,000    —   
                               
Inventory turnover   1.3         2.0                

 

NOTE: Inventory turnover is annualized for the three month period ended August 31, 2019.

 

Inventory, at $11,262,000 as of August 31, 2019, is $23,000 more than the prior year-end level of $11,239,000. Approximately 88% of the current inventory is work in process, 6% is finished goods, and 6% 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 $45,000 and 40,000 for the three month periods ended August 31, 2019 and 2018. The Company continues to rework slow-moving inventory, where applicable, to convert it to product to be used on customer orders.

 

Accounts Receivable, Costs and Estimated Earnings in Excess of Billings (“CIEB"), and Billings in Excess of Costs and Estimated Earnings ("BIEC")

 

   August 31, 2019  May 31, 2019  Increase /(Decrease)
Accounts receivable  $6,847,000   $5,279,000   $1,568,000    30%
CIEB   4,499,000    7,572,000    (3,073,000)   -41%
Less: BIEC   235,000    634,000    (399,000)   -63%
Net  $11,111,000   $12,217,000   $(1,106,000)   -9%
                     
Number of an average day’s sales outstanding in accounts receivable   108    53           
                     

 

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 $6,847,000 as of August 31, 2019 includes approximately $980,000 of amounts retained by customers on Projects. It also includes $110,000 of an allowance for doubtful accounts (“Allowance”). The accounts receivable balance as of May 31, 2019 of $5,279,000 included an Allowance of $110,000. The number of an average day's sales outstanding in accounts receivable (“DSO”) increased significantly from 53 days at May 31, 2019 to 108 at August 31, 2019. 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 level of sales for an average day in the first quarter of the current fiscal year is 37% less than in the fourth quarter of the prior year. The level of accounts receivable at the end of the current fiscal quarter is 30% more than the level at the end of the prior year. The significant increase in the level of accounts receivable combined with the decrease in the level of an average day’s sales caused the DSO to increase from last year end to this quarter-end. The primary reasons for the increase in the level of accounts receivable from last year end to this quarter-end was significantly higher billings for Projects in July and August 2019 ($4.3 million) compared to April and May 2019 ($3.1 million). It is expected that amounts retained by customers under contracts will be released in the normal course of the business in accordance with the related contracts. The Company expects to collect the net accounts receivable balance, including the retainage, 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 $4,499,000 balance in this account at August 31, 2019 is 41% less than the prior year-end balance. This decrease 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. 61% of the CIEB balance as of the end of the last fiscal quarter, May 31, 2019, was billed to those customers in the current fiscal quarter ended August 31, 2019. 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:

 

   August 31, 2019  May 31, 2019
Costs  $14,727,000   $15,035,000 
Estimated Earnings   4,782,000    4,815,000 
Less: Billings to customers   15,010,000    12,278,000 
CIEB  $4,499,000   $7,572,000 
Number of Projects in progress   17    18 

 

As noted above, BIEC represents billings to customers in excess of revenues recognized. The $235,000 balance in this account at August 31, 2019 is down 63% from the $634,000 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 account “costs and estimated earnings in excess of billings,” 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:

 

   August 31, 2019  May 31, 2019
Billings to customers  $3,468,000   $3,910,000 
Less: Costs   1,713,000    1,565,000 
Less: Estimated Earnings   1,520,000    1,711,000 
BIEC  $235,000    $       634 ,000 
Number of Projects in progress   3    4 

 

Summary of factors affecting the balances in CIEB and BIEC:

 

   August 31, 2019  May 31, 2019
Number of Projects in progress   20    22 
Aggregate percent complete   82%   77%
Average total sales value of Projects in progress  $1,368,000   $1,358,000 
Percentage of total value invoiced to customer   68%   54%

 

The Company's backlog of sales orders at August 31, 2019 is $18.3 million, up 38% from the $13.3 million at the end of the prior year. $4.6 million of the current backlog is on Projects already in progress.

 

Other Balance Sheet Items

 

Accounts payable, at $1,406,000 as of August 31, 2019, is slightly more than the prior year-end. Commission expense on applicable sales orders is recognized at the time revenue is recognized. The commission is paid following receipt of payment from the customers. Accrued commissions as of August 31, 2019 are $1,004,000, down 23% from the $1,309,000 accrued at the prior year-end. Other current liabilities increased 15% from the prior year-end, to $1,764,000. This increase is primarily due to an increase in customer advance payments. 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 and borrowing capacity under the bank line of credit are sufficient to fund ongoing operations and capital improvements for the next twelve months.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Smaller reporting companies are not required to provide the information called for by this item.

 

Item 4. Controls and Procedures

 

(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 August 31, 2019 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.

 

 

 

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(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 August 31, 2019 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        
               
    There are no other legal proceedings except for routine litigation incidental to the business.
               
ITEM 1A Risk Factors        
     
    Smaller reporting companies are not required to provide the information called for by this item.
               
ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds
               
    (a) The Company sold no equity securities during the fiscal quarter ended August 31, 2019 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 August 31, 2019
               
      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
               
      June 1, 2019 -        
      June 30, 2019 - - -  -
               
      July 1, 2019 -        
      July 31, 2019 - - -
               
      August 1, 2019 -        
      August 31, 2019 - - -
               
       Total - - - -
       
               
   
ITEM 3 Defaults Upon Senior Securities
               
    None          
               
ITEM 4 Mine Safety Disclosures        
             
    Not applicable        
               
                   

 

 

 

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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        

 

               
ITEM 6 Exhibits          
    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
               

 

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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 August 31, 2019, and the related condensed consolidated statements of income for the three months ended August 31, 2019 and 2018 and cash flows for the three months ended August 31, 2019 and 2018, 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, 2019, 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 2, 2019, 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, 2019, 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

September 26, 2019

 

 

 

 

 

 

 

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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: September 26, 2019     /s/Timothy J. Sopko
 

 

 

 

 

 

   

Timothy J. Sopko

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: September 26, 2019     /s/Mark V. McDonough
 

 

 

 

   

Mark V. McDonough

Chief Financial Officer