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 ~~February~~August 2931, 2024


☐	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~~Taylor ~~DEVICES~~Devices, ~~INC~~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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $.025 par value per share

Preferred Stock Purchase Rights

TAYD

N/A

The Nasdaq Stock Market LLC

The Nasdaq Stock Market LLC

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~~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 ☒

AsThe number of ~~March 28, 2024, there were outstanding 3,093,964~~ shares of the registrant’s common stock, ~~par~~outstanding ~~value~~as ~~$0.025~~of ~~per~~September ~~share~~27, 2024 was 3,128,463.

TAYLOR DEVICES, INC.

Index to Form 10-Q

PART I	FINANCIAL INFORMATION		PAGE NO.
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of February 29, 2024 and May 31, 2023	4
		Condensed Consolidated Balance Sheets as of August 31, 2024 and May 31, 2024	4
		Condensed Consolidated Statements of Income for the three and nine months ended February 29, 2024 and February 28, 2023	5
		Condensed Consolidated Statements of Income for the three months ended August 31, 2024 and 2023	5
		Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended February 29, 2024 and February 28, 2023	6
		Condensed Consolidated Statements of Stockholders’ Equity for the three months ended August 31, 2024 and 2023	6
		Condensed Consolidated Statements of Cash Flows for the nine months ended February 29, 2024 and February 28, 2023	7
		Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2024 and 2023	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1714
	Item 4.	Controls and Procedures	1714
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	1815
	Item 1A.	Risk Factors	1915
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1915
	Item 3.	Defaults Upon Senior Securities	1915
	Item 4.	Mine Safety Disclosures	1915
	Item 5.	Other Information	2015
	Item 6.	Exhibits	2016
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			21
SIGNATURES		17
SIGNATURES		22

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets	(Unaudited)
	February 29,	May 31,
	2024	2023
Assets
Current assets:
Cash and cash equivalents	$3,056,450	$3,575,219
Short-term investments	21,567,890	24,514,757
Accounts and other receivables, net	4,886,625	5,553,504
Inventory	6,677,772	5,941,304
Costs and estimated earnings in excess of billings	4,534,019	4,124,182
Other current assets	464,745	668,554
Total current assets	41,187,501	44,377,520
Maintenance and other inventory, net	1,360,932	1,003,140
Property and equipment, net	11,135,688	11,721,784
Patents, net	298,148	-
Other assets	241,051	210,120
Deferred income taxes	568,615	568,615
	$54,791,935	$57,881,179
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$955,841	$1,717,657
Accrued expenses	4,039,991	4,078,322
Billings in excess of costs and estimated earnings	1,960,286	1,992,470
Total current liabilities	6,956,118	7,788,449
Stockholders' Equity:
Common stock and additional paid-in capital	11,794,037	11,049,216
Retained earnings	48,654,388	42,128,256
	60,448,425	53,177,472
Treasury stock - at cost	(12,612,608)	(3,084,742)
Total stockholders’ equity	47,835,817	50,092,730
	$54,791,935	$57,881,179

TAYLOR DEVICES, INC. AND SUBSIDIARY

Part I - Financial Information Item 1. Financial Statements Condensed Consolidated Balance Sheets	(Unaudited)
	August 31,	May 31,
	2024	2024

Assets
Current assets:
Cash and cash equivalents	$2,163,496	$2,831,471
Short-term investments	24,972,695	28,131,279
Accounts and other receivables, net	6,779,579	5,212,408
Inventory	8,154,045	7,512,052
Costs and estimated earnings in excess of billings	4,333,098	4,356,565
Other current assets	1,617,897	725,506
Total current assets	48,020,810	48,769,281

Maintenance and other inventory, net	1,283,527	1,579,829
Property and equipment, net	11,047,717	11,180,933
Patents, net	287,037	292,593
Other assets	243,280	242,167
Deferred income taxes	1,012,615	1,012,615
	$61,894,986	$63,077,418
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$1,847,922	$1,438,847
Accrued expenses	2,396,249	4,664,463
Billings in excess of costs and estimated earnings	2,984,361	5,601,274
Accrued income taxes	742,100	126,148
Total current liabilities	7,970,632	11,830,732

Stockholders' Equity:
Common stock and additional paid-in capital	13,074,600	13,063,587
Retained earnings	53,793,673	51,127,018
	66,868,273	64,190,605
Treasury stock - at cost	(12,943,919)	(12,943,919)
Total stockholders’ equity	53,924,354	51,246,686
	$61,894,986	$63,077,418

See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Income	(Unaudited)		~~(Unaudited)~~
	For the three months ended		For the nine months ended
	For the three months ended August 31,
	February 29,2024	February 28,2023	February 29,2024	February 28,2023
	2024	2023
Sales, net	$1211,~~254~~617,~~093~~856	$9,~~891~~923,~~272~~628	~~$32,517,596~~	~~$29,479,337~~
Cost of goods sold	6,~~501~~114,~~227~~226	5,~~629~~539,~~523~~052	~~17,569,487~~	~~17,357,733~~
Gross profit	5,~~752~~503,~~866~~630	4,~~261~~384,~~749~~576	~~14,948,109~~	~~12,121,604~~
Research and development costs	~~108~~69,~~363~~192	~~190~~129,~~688~~074	~~321,518~~	~~881,335~~
Selling, general and administrative expenses	2,~~651~~529,~~289~~537	2,~~266~~335,~~115~~957	~~7,660,172~~	~~6,500,487~~
Operating income	2,~~993~~904,~~214~~901	1,~~804~~919,~~946~~545	~~6,966,419~~	~~4,739,782~~
Other income, net	362,707	239,941	1,122,713	432,984
Other income	376,754	361,318
Income before provision for income taxes	3,~~355~~281,~~921~~655	2,~~044~~280,~~887~~863	~~8,089,132~~	~~5,172,766~~
Provision for income taxes	~~659~~615,000	~~386~~433,000	~~1,563,000~~	~~952,000~~
Net income	$2,~~696~~666,~~921~~655	$1,~~658~~847,~~887~~863	~~$6,526,132~~	~~$4,220,766~~
Basic and diluted earnings per common share	$0.8285	$0.4752	~~$1.91~~	~~$1.20~~

See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders’ Equity
	(Unaudited)		~~(Unaudited)~~
	For the three months ended		For the nine months ended
	For the three months ended August 31,
	February 29,2024	February 28,2023	Febuary 29,2024	February 28,2023
	2024	2023
Common Stock
Beginning of period	$~~102~~104,~~171~~056	$~~101~~102,~~457~~127	~~$102,127~~	~~$101,342~~
Issuance of shares for employee stock purchase plan	21	53	8	20
Issuance of shares for employee stock option plan	~~825~~19	~~244~~38	~~863~~	~~344~~
End of period	~~102~~104,~~998~~076	~~101~~102,~~706~~168	~~102,998~~	~~101,706~~
Paid-in Capital
Beginning of period	1112,~~269~~959,~~228~~531	10,~~394~~947,~~127~~089	~~10,947,089~~	~~10,227,916~~
Issuance of shares for employee stock purchase plan	2,~~489~~426	2,~~429~~880	~~7,559~~	~~8,083~~
Issuance of shares for employee stock option plan	~~419~~8,~~322~~567	~~105~~15,~~630~~761	~~435,083~~	~~137,750~~
Stock options issued for services	-	-	301,308	128,437
End of period	12,970,524	10,965,730
End of period	11,691,039	10,502,186	11,691,039	10,502,186
Retained Earnings
Retained Earnings
Beginning of period	51,127,018	42,128,256
Beginning of period	45,957,467	38,402,777	42,128,256	35,840,898
Net income	2,666,655	1,847,863
Net income	2,696,921	1,658,887	6,526,132	4,220,766
End of period	53,793,673	43,976,119
End of period	48,654,388	40,061,664	48,654,388	40,061,664
Treasury Stock
Treasury Stock
Beginning of period	(12,943,919)	(3,084,742)
Beginning of period	(3,100,541)	(2,915,002)	(3,084,742)	(2,915,002)
Issuance of shares for employee stock option plan	-	(15,799)
Issuance of shares for employee stock option plan	(368,488)	(54,705)	(384,287)	(54,705)
End of period	(12,943,919)	(3,100,541)
Repurchase of shares	(9,143,579)	-	(9,143,579)	-
Total stockholders' equity	$53,924,354	$51,943,476
End of period	(12,612,608)	(2,969,707)	(12,612,608)	(2,969,707)
Total stockholders' equity	$47,835,817	$47,695,849	$47,835,817	$47,695,849

See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
	(Unaudited)
For the nine months ended	February 29,2024	February 28,2023
	For the three months ended August 31,
	2024	2023
Operating activities:
Net income	$62,~~526~~666,~~132~~655	$41,~~220~~847,~~766~~863
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	1380,~~341,435~~178	1455,~~003,924~~478
Amortization	15,~~852~~556	-
Stock options issued for services	301,308	128,437
Changes in other assets and liabilities:
Accounts and other receivables, net	~~666~~(1,~~879~~567,171)	(4149,~~096,679)~~754
Inventory	(1345,~~094,260~~691)	~~414~~(918,~~140~~507)
Costs and estimated earnings in excess of billings	~~(409~~23,~~837)~~467	~~(437~~735,~~513)~~211
Other current assets	~~203~~(892,~~809~~391)	~~(113~~229,~~378)~~533
Accounts payable	~~(761~~409,~~816)~~075	40(666,~~323~~200)
Accrued expenses	(381,~~331~~652,262)	(~~134~~1,~~605~~615,575)
Billings in excess of costs and estimated earnings	(322,~~184~~616,913)	~~315~~2,~~233~~820,563
Other assets	(27,343)	-
Net operating activities	(3,589,497)	3,038,120
Net operating activities	6,677,644	1,340,648
Investing activities:
Acquisition of property and equipment	(~~755~~246,~~339~~962)	(2427,~~382,514~~652)
Patent expenditures	(300,000)	-
Purchase of short-term investments	(341,416)	(3,297,983)
Purchase of short-term investments	(7,553,133)	(18,179,193)
Proceeds from sale of short-term investments	3,500,000	-
Proceeds from sale of short-term investments	10,500,000	-
Other investing activities	(1,113)	(1,128)
Other investing activities	(3,588)	(3,624)
Net investing activities	2,910,509	(3,726,763)
Net investing activities	1,887,940	(20,565,331)
Financing activities:
Proceeds from issuance of common stock, net	~~443~~11,~~513~~013	9118,~~492~~682
Acquisition of treasury stock	~~(9,527,866)~~-	-(15,799)
Net financing activities	(911,~~084,353)~~013	912,~~492~~883
Net change in cash and cash equivalents	(~~518~~667,~~769~~975)	(19685,~~133,191~~760)
Cash and cash equivalents - beginning	32,~~575~~831,~~219~~471	223,~~517~~575,~~038~~219
Cash and cash equivalents - ending	$32,~~056~~163,~~450~~496	$32,~~383~~889,~~847~~459

See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY

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 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 ~~February~~August 2931, 2024 and May 31, ~~2023~~2024, the results of operations for the three ~~and nine~~ months ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023, and cash flows for the ~~nine~~three months ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report toon ~~Shareholders~~Form 10-K for the year ended May 31, ~~2023~~2024, filed with the U.S. Securities and Exchange Commission (“SEC”) on August 15, 2024 (the “Form 10-K”).

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 ~~nine~~three-month periods ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023, the net income was divided by 3,~~411~~118,~~703~~975 and 3,~~502~~520,~~982 respectively~~910, which is net of the Treasury shares, to calculate the net income per share. For the three-month periods ended February 29, 2024 and February 28, 2023, net income was divided by 3,302,497 and 3,505,849 respectively, which is net of the Treasury shares, to calculate the net income per share.

5.The results of operations for the three ~~and nine~~-month ~~periods~~period ended ~~February~~August 2931, 2024 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.Short-term Investments:

At times, the Company invests excess funds in liquid interest earning instruments. Short-term investments at ~~February~~August 2931, 2024 and May 31, ~~2023~~2024 include ~~“available for sale”~~ money market funds, USU.S. treasury securities and corporate bonds stated at fair value, which approximates cost. The short-term investments ~~(24)~~ mature on various dates, ~~during~~ranging ~~the~~from ~~period~~September ~~March~~ 2024 to ~~December~~August ~~2026~~2027. Unrealized holding gains and losses would be presented as a separate component of accumulated other comprehensive income, net of deferred income taxes. Realized gains and losses on the sale of investments are determined using the specific identification method.

The short-term investments are valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings.

8.Inventory:

	February 29, 2024	May 31, 2023
	August 31, 2024	May 31, 2024
Raw materials	$~~795~~911,~~623~~532	$~~673~~886,~~453~~947
Work-in-process	57,~~658~~008,~~693~~921	56,~~005~~412,~~416~~497
Finished goods	~~274~~292,~~456~~592	~~330~~271,~~435~~608
	6,728,772	6,009,304
	8,213,045	7,571,052
Less allowance for obsolescence	5159,000	6859,000
	$6,677,772	$5,941,304
	$8,154,045	$7,512,052

9.Revenue Recognition:

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.

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 costs represent 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. Other sales to customers are recognized upon shipment to the customer based on contract prices and terms. In the ~~nine~~three months ended ~~February~~August 2931, 2024, 5861% of revenue was recorded for contracts in which revenue was recognized over time while 4239% was recognized at a point in time. In the ~~nine~~three months ended ~~February~~August 2831, 2023, 6255% of revenue was recorded for contracts in which revenue was recognized over time while 3845% was recognized at a point in 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 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.

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 ~~February~~August 2931, 2024 and May 31, ~~2023~~2024, 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.

10.~~The~~Accrued ~~February 28, 2023 statements of income have been reclassified to conform with the presentation adopted for February 29, 2024.~~ Expenses:

11.Accrued Expenses:

	August 31, 2024	May 31, 2024
Customer deposits	$28,563	$285,689
Personnel costs	1,830,290	3,763,777
Other	537,396	614,997
	$2,396,249	$4,664,463

	February 29, 2024	May 31, 2023
Customer deposits	$363,641	$367,902
Personnel costs	2,919,543	3,023,501
Other	756,807	686,919
	$4,039,991	$4,078,322

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 Form 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~~These 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~~Except as may be required by law, 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
Summary comparison of the three months ended August 31, 2024 and 2023
		Increase /
		(Decrease)
Sales, net		$31,~~038~~694,000
Cost of goods sold		$~~212~~575,000
Research and development costs		$(~~560~~60,000)
Selling, general and administrative expenses		$1194,~~160,~~000
Other income, net		$690,000
Other income		$16,000
Income before provision for income taxes		$21,~~916~~001,000
Provision for income taxes		$~~611~~182,000
Net income		$2819,~~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~~three months ended ~~February~~August 2931, 2024 (All figures discussed are for the ~~nine~~three months ended ~~February~~August 2931, 2024 as compared to the ~~nine~~three months ended ~~February~~August 2831, 2023).

	Nine months ended		Change
	Three months ended August 31		Change
	February 29,2024	February 28,2023	Amount	Percent
	2024	2023	Amount	Percent
Net Revenue	$32,518,000	$29,480,000	$3,038,000	10%
Sales, net	$11,618,000	$9,924,000	$1,694,000	17%
Cost of sales	17,570,000	17,358,000	212,000	1%
Cost of goods sold	6,114,000	5,539,000	575,000	10%
Gross profit	$145,~~948~~504,000	$124,~~122~~385,000	$21,~~826~~119,000	2326%
… as a percentage of net revenues	4647%	4144%

The Company's consolidated results of operations showed a 1017% increase in net revenues and an$0.8 million increase in net income ~~of 55%~~. Revenues recorded in the ~~current~~quarter ~~period~~ended ~~for~~August ~~long-term~~31, ~~projects~~2024 ~~(“Project(s)”)~~for Projects were 530% ~~more~~higher than the level recorded in the prior year. The Company had 3423 Projects in process during the ~~current~~quarter ~~period~~ended August 31, 2024 as compared to 4522 during the same period last year. Revenues recorded in the ~~current~~quarter ~~period~~ended August 31, 2024 for other-than long-term projects (non-projects) were 192% ~~more~~higher than the level recorded in the prior year. Total sales within the U.S. during the quarter ended August 31, 2024 increased 2110% from the same period last year. Total sales to Asia ~~decreased~~during 53the quarter ended August 31, 2024 increased 38% from the same period of the prior year. Sales increases were recorded over the same period last year to customers in aerospace / defense (8820%) and industrial customers (111%) with ~~decreases~~a decrease to customers involved in construction of buildings and bridges (-355%) ~~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 4647% in the ~~current~~quarter ~~period~~ended August 31, 2024 is ~~five~~three percentage points ~~greater~~higher than the same period of the prior year (4144%). 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:

	Nine months ended
	Three months ended August 31
	February 29,2024	February 28,2023
	2024	2023
Industrial	812%	107%
Structural	3129%	5435%
Aerospace / Defense	6159%	3658%

At ~~February~~August 2831, 2023, the Company had ~~125~~131 open sales orders in our backlog with a total sales value of $2728.83 million. At ~~February~~August 2931, 2024, the Company has ~~131~~118 open sales orders in our backlog, and the total sales value is $3028.24 million. The Company expects to recognize revenue for the majority of the backlog during the ~~2024~~current ~~and 2025~~ fiscal ~~years~~year.

The Company's backlog, revenues, gross profits, and net income fluctuate from period to period. The changes in the ~~current~~quarter ~~period~~ended August 31, 2024 compared to the ~~prior~~same period, in the prior year are not necessarily representative of future results.

Net revenue by geographic region, as a percentage of total net revenue for the ~~nine~~three-month periods ended ~~February~~August 2931, 2024 and ~~February 28,~~ 2023, is as follows:

	Nine months ended
	Three months ended August 31
	February 29,2024	February 28,2023
	2024	2023
USA	90%	81%
US	78%	83%
Asia	514%	12%
Other	58%	75%

Research and Development Costs

	Nine months ended		Change
	Three months ended August 31		Change
	February 29,2024	February 28,2023	Amount	Percent
	2024	2023	Amount	Percent
R & D	$ ~~321~~69,000	$ ~~881~~129,000	$ (~~560~~60,000)	-6447%
… as a percentage of net revenues	1.0.6%	31.03%

Research and development costs declined ~~64%~~$60,000 during the quarter ended August 31, 2024, from the same period in the prior year, due to a change in the ~~completion~~mix of ~~the~~engineering ~~Taylor~~resource ~~Damped~~driven ~~Moment~~projects, ~~Frame™~~inclusive ~~project~~of customer funded development.

Selling, General and Administrative Expenses

	Nine months ended		Change
	Three months ended August 31		Change
	February 29,2024	February 28,2023	Amount	Percent
	2024	2023	Amount	Percent
S G & A	$ 72,~~660~~530,000	$ 62,~~500~~336,000	$1 194,~~160,~~000	188%
… as a percentage of net revenues	2422%	2224%

Selling, general and administrative expenses ~~increased~~during bythe 18quarter ended August 31, 2024 increased 8% from the same period in the prior year. This change is primarily due to increased employee compensation costs including incentive compensation.

~~The~~Operating ~~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.~~ Income

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

Operating income was $2,905,000 for the three months ended August 31, 2024, better than the $1,920,000 in the same period of the prior year. The increase in Operating income was attributed to increased gross margin from higher levels of sales.

~~Sales~~Other 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.Income

~~Adjustments~~Other toincome ~~cost~~was ~~estimates~~$377,000 ~~are~~for ~~made~~the ~~periodically~~three ~~and~~months ~~any~~ended ~~losses~~August ~~expected~~31, to2024, bea ~~incurred~~4% onincrease ~~contracts~~from inthe ~~progress~~same ~~are~~period ~~charged~~of ~~to operations in~~ the ~~period~~prior ~~such losses are determined~~year. ~~However,~~ ~~any~~This ~~profits~~increase ~~expected~~was ondriven ~~contracts~~by inshort-term ~~progress~~investment ~~are~~interest ~~recognized over the life of the contract~~income.

~~For~~Liquidity ~~financial statement presentation purposes, the Company nets progress billings against the total costs incurred~~ and ~~estimated~~Capital 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.Resources

12The Company's primary liquidity requirements depend on its working capital needs. Working capital consists primarily of cash and 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 excess cash flow from operations.

~~For~~Capital expenditures for the three months ended ~~February~~August 2931, 2024 ~~(All~~were ~~figures~~$247,000 ~~discussed~~compared ~~are~~to ~~for~~$428,000 in the ~~three~~same ~~months~~period ~~ended~~of ~~February~~the 29prior year. As of August 31, 2024, asthe ~~compared~~Company tohas commitments for capital expenditures totaling $1,264,000 during the ~~three~~next twelve months. ~~ended~~The ~~February~~Board ~~28,~~of ~~2023)~~Directors is evaluating additional capital expenditures to expand capacity.

	Three months ended		Change
	February 29,2024	February 28,2023	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.

	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		Change
	February 29,2024	February 28,2023	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		Change
	February 29,2024	February 28,2023	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:

	February2024	February2023
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:

		Weighted-
	Number of	Average
	Options	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

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)
	August 31, 2024		May 31, 2024		Increase /(Decrease)
Raw materials	$~~796~~912,000		$~~674~~887,000		$~~122~~25,000	183%
Work-in-process	57,~~659~~009,000		56,~~005~~412,000		~~654~~597,000	139%
Finished goods	~~223~~233,000		~~262~~213,000		~~(39~~20,000)	~~-15~~9%
Inventory	68,~~678~~154,000	8386%	57,~~941~~512,000	8683%	~~737~~642,000	129%
Maintenance and other inventory	1,~~361~~284,000	1714%	1,~~003~~580,000	1417%	~~358~~(296,000)	36-19%
Total	$89,~~039~~438,000	100%	$69,~~944~~092,000	100%	$1346,~~095,~~000	164%
Inventory turnover	32.16		3.50

NOTE: Inventory turnover is annualized for the ~~nine~~three-month period ended ~~February~~August 2931, 2024.

Inventory, at $68,~~678~~154,000 as of ~~February~~August 2931, 2024, is $~~737~~642,000 more than the prior year-end level of $57,~~941~~512,000. Approximately 8586% of the ~~current~~ inventory isas of August 31, 2024 was work in process, 3% iswas finished goods, and 1211% iswas 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. 12

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 $0 and $144,000 for the three-month periods ended August 31, 2024 and 2023, respectively.

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)
	August 31, 2024	May 31, 2024	Increase /(Decrease)
Accounts receivable	$46,~~887~~780,000	$5,~~554~~212,000	$~~(667~~1,568,000)	~~-12~~30%
CIEB	4,~~534~~333,000	4,~~124~~357,000	~~410~~(24,000)	10-1%
Less: BIEC	12,~~960~~984,000	15,~~992~~601,000	(322,617,000)	-247%
Net	$78,~~461~~129,000	$73,~~686~~968,000	$~~(225~~4,161,000)	-3105%
Number of an average day’s salesoutstanding in accounts receivable	3653	4739

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 $46,~~887~~780,000 as of ~~February~~August 2931, 2024 includes $29,000 of an allowance for doubtful accounts (“Allowance”). The accounts receivable balance as of May 31, ~~2023~~2024 of $5,~~554~~212,000 included an Allowance of $29,000. The number of an average day's sales outstanding in accounts receivable (“DSO”) ~~decreased~~increased from 4739 days at May 31, ~~2023~~2024 to 3653 days at ~~February~~August 2931, 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.

15As 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 $4,333,000 balance in this account at August 31, 2024 is 1% lower 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. 34% of the CIEB balance as of the end of the last fiscal quarter, May 31, 2024, was billed to those customers in the quarter ended August 31, 2024. The remainder will be billed as the Projects progress, in accordance with the terms specified in the various contracts.

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
	August 31, 2024	May 31, 2024
Costs	$6 8,~~635~~945,000	$3 9,~~006~~644,000
Estimated Earnings	69,~~774~~107,000	29,~~648~~782,000
Less: Billings to customers	813,~~875~~719,000	115,~~530~~069,000
CIEB	$ 4,~~534~~333,000	$ 4,~~124~~357,000
Number of Projects in progress	715	1214

As noted above, BIEC represents billings to customers in excess of revenues recognized. The $12,~~960~~984,000 balance in this account at ~~February~~August 2931, 2024 is down 247% from the $15,~~992~~601,000 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
	August 31, 2024	May 31, 2024
Billings to customers	$39,~~182~~093,000	$67,~~538~~211,000
Less: Costs	~~789~~3,013,000	2933,~~343,~~000
Less: Estimated Earnings	~~433~~3,096,000	2677,~~203,~~000
BIEC	$12,~~960~~984,000	$15,~~992~~601,000
Number of Projects in progress	95	105

Summary of factors affecting the balances in CIEB and BIEC:

	February 29, 2024	May 31, 2023
	August 31, 2024	May 31, 2024
Number of Projects in progress	1620	2219
Aggregate percent complete	4358%	3353%
Average total sales value of Projects in progress	$12,~~924~~043,000	$12,~~285~~089,000
Percentage of total value invoiced to customer	3956%	2956%

The Company's backlog of sales orders at ~~February~~August 2931, 2024 is $3028.24 million, down from $3233.51 million at the end of the prior year. $1617.16 million of the ~~current~~Company’s backlog isas of August 31, 2024 was on Projects already in progress.

Other Balance Sheet Items

Accounts payable, at $~~956~~1,848,000 as of ~~February~~August 2931, 2024, is 4428% ~~less~~higher than the prior year-end. Accrued expenses decreased 149% from the prior year-end, to $42,~~040~~396,000., due to the payout of fiscal year 2024 incentive compensation. The Company expects the ~~current~~ accrued amounts to be paid or applied during the next twelve months.

~~Management~~Item ~~believes~~3. ~~the~~Quantitative ~~Company's cash flows from operations are sufficient to fund ongoing operations~~ and ~~capital~~Qualitative ~~improvements~~Disclosures ~~for~~About ~~the~~Market ~~next twelve months.~~Risk

16Smaller reporting companies are not required to provide the information called for by this item.

OnItem ~~January~~ 4,. ~~2024,~~Controls ~~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.Procedures

~~Item~~(a) 3.Evaluation ~~Quantitative~~of ~~and~~disclosure ~~Qualitative~~controls ~~Disclosures~~and ~~About Market Risk~~procedures.

~~Smaller~~The ~~reporting~~Company's ~~companies~~chief ~~are~~executive ~~not~~officer (its principal executive officer) and chief financial officer (its principal financial officer) have evaluated the Company's disclosure controls and procedures as of August 31, 2024 and have concluded that as of the evaluation date, the disclosure controls and procedures were effective to ensure that information required to ~~provide~~be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that information ~~called~~required ~~for~~to bybe ~~this~~disclosed ~~item~~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.

~~Item~~(b) 4.Changes ~~Controls~~in ~~and~~internal ~~Procedures~~control over financial reporting.

~~(a)~~There ~~Evaluation~~have ofbeen ~~disclosure~~no changes in the Company's internal controls ~~and~~over ~~procedures~~financial reporting that occurred during the fiscal quarter ended August 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's control over financial reporting.

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.14

~~(b)~~Part ~~Changes~~II in- ~~internal~~Other ~~control over financial reporting.~~ Information

~~There~~Item ~~have~~1. ~~been~~Legal 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.Proceedings

Refer to Note 17, “Legal Proceedings,” to the Consolidated Financial Statements in the Company’s Form 10-K for information regarding the Company’s legal proceedings, which is incorporated by reference into this Item 1.

~~Part~~Item II1A. -Risk ~~Other Information~~Factors

~~ITEM~~Smaller 1reporting ~~Legal~~companies 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~~required to, ~~allegedly-excessive~~provide ~~noise and vibration, water leaks and elevator failures. The SBI report allegedly identified defects in~~ the ~~Building’s:~~information ~~(a)~~called 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~~this ~~company to limit accelerations of the Building during wind events~~item. 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.

18Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

	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.
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 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

None.

19Item 3. Defaults Upon Senior Securities

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.

None.

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

Item 4. Mine Safety Disclosures

20Not applicable.

~~Report~~Item of5. ~~Independent~~Other ~~Registered Public Accounting Firm~~Information

~~The~~Trading ~~Board of Directors and Stockholders~~Plans

~~Taylor~~During ~~Devices~~the three months ended August 31, ~~Inc~~2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~Results of Review of Interim Financial Information~~15

WeItem ~~have reviewed the accompanying condensed consolidated balance sheet of Taylor Devices, Inc~~6. 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.Exhibits

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.

		3 (i)	Articles of incorporation and by-laws. Restated Certificate of Incorporation, as amended, incorporated by reference to Exhibit (3)(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024, filed August 15, 2024.
		(ii) 4 (i) (ii) 31	By-laws, incorporated by reference to Exhibit 3(v) to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2022, filed January 6, 2023. Instruments defining the rights of security holders. Rights Agreement by and between the Registrant and Computershare Trust Company, N.A., incorporated by reference to Exhibit 4 to the Registrant’s Registration Statement on Form 8-A, filed October 5, 2018. Letter to Holders of the Registrant’s Common Stock, incorporated by reference to Exhibit 20 to the Registrant’s Registration Statement on Form 8-A, filed October 5, 2018. Officer certifications.
		(i)	Rule 13a-14(a) Certification of Chief Executive Officer.*
		(ii) 32	Rule 13a-14(a) Certification of Chief Financial Officer.* Officer certifications
		(i)	Section 1350 Certification of Chief Executive Officer.**
		(ii)	Section 1350 Certification of Chief Financial Officer.**
		101 101.SCH	Inline XBRL Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements. Inline XBRL Taxonomy Extension Schema Document
		101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
		101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
		101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
		101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
		104	Cover Page Interactive Data File – the cover page Inline XBRL tags are embedded within the Inline XBRL document and are contained within Exhibit 101

~~Basis~~* Exhibit ~~for~~filed ~~Review~~with ~~Results~~this report.

~~These~~**Exhibit ~~financial~~furnished ~~statements are the responsibility of the Company's management. We conducted our review in accordance~~ with ~~the~~this ~~standards of the PCAOB~~report. 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~~16

~~Buffalo~~TAYLOR DEVICES, ~~New York~~INC.

~~March 28, 2024~~Signatures

21Pursuant 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)

Signatures

Date:

September 27, 2024

/s/ Paul Heary

Paul Heary

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

~~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.~~17

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

Filing Compare · TAYLOR DEVICES, INC.