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 ~~November 30~~28, ~~2024~~2025


☐	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)

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

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 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 ☒

The number of shares of the registrant’s common stock outstanding as of ~~January~~March 328, 2025 was 3,136,~~209~~728.

TAYLOR DEVICES, INC.

Index to Form 10-Q

PART I	FINANCIAL INFORMATION		PAGE NO.
	Item 1.	Financial Statements
		Condensed Consolidated Balance Sheets as of November 30, 2024 and May 31, 2024	4
		Condensed Consolidated Balance Sheets as of February 28, 2025 and May 31, 2024	4
		Condensed Consolidated Statements of Income for the three and six months ended November 30, 2024 and 2023	5
		Condensed Consolidated Statements of Income for the three and nine months ended February 28, 2025 and February 29, 2024	5
		Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended November 30, 2024 and 2023	6
		Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended February 28, 2025 and February 29, 2024	6
		Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2024 and 2023	7
		Condensed Consolidated Statements of Cash Flows for the nine months ended February 28, 2025 and February 29, 2024	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	17
	Item 4.	Controls and Procedures	17
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	18
	Item 1A.	Risk Factors	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
	Item 3.	Defaults Upon Senior Securities	18
	Item 4.	Mine Safety Disclosures	18
	Item 5.	Other Information	18
	Item 6.	Exhibits	19
SIGNATURES		20

Part I – Financial Information Item 1. Financial Statements TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Balance Sheets	(Unaudited)
	November 30,	May 31,
	February 28,	May 31,
	2024	2024
	2025	2024
Assets
Current assets:
Cash and cash equivalents	$2,~~355~~301,~~333~~704	$2,831,471
Short-term investments	2433,~~246~~135,~~282~~711	28,131,279
Accounts and other receivables, net	86,~~247~~716,~~705~~656	5,212,408
Inventory	8,~~610~~805,~~730~~159	7,512,052
Costs and estimated earnings in excess of billings	3,~~017~~229,~~641~~752	4,356,565
Other current assets	2,~~099~~202,~~632~~339	725,506
Total current assets	4856,~~577~~391,~~323~~321	48,769,281
Maintenance and other inventory, net	1,~~427~~230,~~583~~668	1,579,829
Property and equipment, net	1110,~~318~~952,~~103~~309	11,180,933
Patents, net	~~281~~275,~~481~~925	292,593
Other assets	~~244~~283,~~627~~775	242,167
Deferred income taxes	1,012,615	1,012,615
	$62,861,732	$63,077,418
	$70,146,613	$63,077,418
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$~~857~~1,~~351~~114,710	$1,438,847
Accrued expenses	27,~~497~~996,~~496~~709	4,664,463
Billings in excess of costs and estimated earnings	3,~~707~~232,~~908~~563	5,601,274
Accrued income taxes	-	126,148
Total current liabilities	712,~~062~~343,~~755~~982	11,830,732
Stockholders' Equity:
Common stock and additional paid-in capital	14,~~024~~034,~~605~~745	13,063,587
Retained earnings	5456,~~849~~852,~~833~~078	51,127,018
	68,874,438	64,190,605
	70,886,823	64,190,605
Treasury stock - at cost	(13,~~075~~084,~~461~~192)	(12,943,919)
Total stockholders’ equity	5557,~~798~~802,~~977~~631	51,246,686
	$62,861,732	$63,077,418
	$70,146,613	$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 ~~six~~nine months ended
	November 30,2024	November 30,2023	November 30,2024	November 30,2023
	February 28,2025	February 29,2024	February 28,2025	February 29,2024
Sales, net	$810,~~548~~564,~~881~~834	$1012,~~339~~254,~~875~~093	$2030,~~166~~731,~~737~~571	$2032,~~263~~517,~~503~~596
Cost of goods sold	46,~~662~~035,~~781~~961	56,~~529~~501,~~208~~227	1016,~~777~~812,~~007~~968	1117,~~068~~569,~~260~~487
Gross profit	34,~~886~~528,~~100~~873	45,~~810~~752,~~667~~866	913,~~389~~918,~~730~~603	914,~~195~~948,~~243~~109
Research and development costs	~~102~~146,~~922~~749	84108,~~081~~363	~~172~~318,~~114~~863	~~213~~321,~~155~~518
Selling, general and administrative expenses	2,~~838~~362,~~993~~522	2,~~672~~651,~~926~~289	57,~~368~~731,~~530~~052	57,~~008~~660,~~883~~172
Operating income	~~944~~2,~~185~~019,602	2,~~053~~993,~~660~~214	35,~~849~~868,~~086~~688	36,~~973~~966,~~205~~419
Other income	~~307~~325,~~871~~643	~~398~~362,~~688~~707	~~684~~1,~~625~~010,268	~~760~~1,~~006~~122,713
Income before provision for income taxes	12,~~252~~345,~~056~~245	23,~~452~~355,~~348~~921	46,~~533~~878,~~711~~956	48,~~733~~089,~~211~~132
Provision for income taxes	~~195~~343,~~896~~000	~~471~~659,000	~~810~~1,153,896	~~904~~1,563,000
Net income	$12,~~056~~002,~~160~~245	$12,~~981~~696,~~348~~921	$35,~~722~~725,~~815~~060	$36,~~829~~526,~~211~~132
Basic and diluted earnings per common share	$0.3464	$0.5682	$1.1983	$1.0991

See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Stockholders’ Equity
	(Unaudited)			(Unaudited)		~~(Unaudited)~~
	For the three months ended			For the nine months ended		~~For the six months ended~~
	November 30,2024		November 30,2023			November 30,2024		November 30,2023
	February 28,2025	February 29,2024			February 28,2025		February 29,2024
Common Stock
Beginning of period	$104,~~076~~564	$102,171	~~$102,168~~		$104,056	~~$104,056~~	$102,127	~~$102,127~~
Issuance of shares for employee stock purchase plan	1	2	3		3	2	8	6
Issuance of shares for employee stock option plan	~~487~~19	825	-		525	~~506~~	863	38
End of period	104,~~564~~584	102,998	~~102,171~~		104,584	~~104,564~~	102,998	~~102,171~~
Paid-in Capital
Beginning of period	1213,~~970~~920,~~524~~041	11,269,228	~~10,965,730~~		12,959,531	~~12,959,531~~	10,947,089	~~10,947,089~~
Issuance of shares for employee stock purchase plan	1,~~234~~408	2,489	~~2,190~~		5,068	~~3,660~~	7,559	~~5,070~~
Issuance of shares for employee stock option plan	~~217~~8,~~079~~712	419,322	-		234,358	~~225,646~~	435,083	~~15,761~~
Stock options issued for services	~~731,204~~-	-	~~301,308~~		731,204	~~731,204~~	301,308	~~301,308~~
End of period	13,~~920~~930,~~041~~161	11,691,039	~~11,269,228~~		13,930,161	~~13,920,041~~	11,691,039	~~11,269,228~~
Retained Earnings
Beginning of period	5354,~~793~~849,~~673~~833	45,957,467	~~43,976,119~~		51,127,018	~~51,127,018~~	42,128,256	~~42,128,256~~
Net income	12,~~056~~002,~~160~~245	2,696,921	~~1,981,348~~		5,725,060	~~3,722,815~~	6,526,132	~~3,829,211~~
End of period	5456,~~849~~852,~~833~~078	48,654,388	~~45,957,467~~		56,852,078	~~54,849,833~~	48,654,388	~~45,957,467~~
Treasury Stock
Beginning of period	(1213,~~943~~075,~~919~~461)	(3,100,541)	~~(3,100,541)~~		(12,943,919)	~~(12,943,919)~~	(3,084,742)	~~(3,084,742)~~
Issuance of shares for employee stock option plan	(~~131~~8,~~542~~731)	(368,488)	-		(140,273)	~~(131,542)~~	(384,287)	~~(15,799)~~
End of period	(13,075,461)		(3,100,541)			(13,075,461)		(3,100,541)
Repurchase of shares	-	(9,143,579)			-		(9,143,579)
Total stockholders' equity	$55,798,977		$54,228,325			$55,798,977		$54,228,325
End of period	(13,084,192)	(12,612,608)			(13,084,192)		(12,612,608)
Total stockholders' equity	$57,802,631	$47,835,817			$57,802,631		$47,835,817

See notes to condensed consolidated financial statements.

TAYLOR DEVICES, INC. AND SUBSIDIARY
Condensed Consolidated Statements of Cash Flows
	(Unaudited)
For the six months ended	November 30,2024	November 30,2023
For the nine months ended	February 28,2025	February 29,2024
Operating activities:
Net income	$35,~~722~~725,~~815~~060	$36,~~829~~526,~~211~~132
Adjustments to reconcile net income to net cash flows from operating activities:
Depreciation	~~833~~1,~~399~~386,620	~~910~~1,~~956~~341,435
Amortization	1116,~~112~~668	-1,852
Stock options issued for services	731,204	301,308
Changes in other assets and liabilities:
Accounts and other receivables, net	(31,~~035~~504,~~297~~248)	1666,~~481,404~~879
Inventory	(~~946~~943,~~432~~946)	(1,~~224~~094,~~268~~260)
Costs and estimated earnings in excess of billings	1,~~338~~126,~~924~~813	2(409,~~401,673~~837)
Other current assets	(1,~~374~~476,~~126~~833)	~~271~~203,~~607~~809
Accounts payable	(~~581~~324,~~496~~137)	(~~549~~761,~~722~~816)
Accrued expenses	(23,~~293~~206,~~115)~~098	(138,~~045,751~~331)
Billings in excess of costs and estimated earnings	(12,~~893~~368,~~366~~711)	1(32,~~013,546~~184)
Other assets	-(38,077)	(27,343)
Net operating activities	(35,~~486~~536,~~378)~~511	76,~~362~~677,~~621~~644
Investing activities:
Acquisition of property and equipment	(~~970~~1,~~569~~157,996)	(~~544~~755,~~801~~339)
Purchase of short-term investments	(2,615,003)	(7,234,549)
Patent expenditures	-	(300,000)
Proceeds from sale of short-term investments	6,500,000	-
Purchase of short-term investments	(11,504,432)	(7,553,133)
Other investing activities	(2,460)	(2,493)
Proceeds from sale of short-term investments	6,500,000	10,500,000
Net investing activities	2,911,968	(7,781,843)
Other investing activities	(3,531)	(3,588)
Net investing activities	(6,165,959)	1,887,940
Financing activities:
Proceeds from issuance of common stock, net	~~229~~239,~~814~~954	20443,~~875~~513
Acquisition of treasury stock	(~~131~~140,~~542~~273)	(159,~~799~~527,866)
Net financing activities	9899,~~272~~681	5(9,~~076~~084,353)
Net change in cash and cash equivalents	(~~476~~529,~~138~~767)	(~~414~~518,~~146~~769)
Cash and cash equivalents - beginning	2,831,471	3,575,219
Cash and cash equivalents - ending	$2,~~355~~301,~~333~~704	$3,~~161~~056,~~073~~450

See notes to condensed consolidated financial statements.

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 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 Company’s financial position as of ~~November~~February 3028, ~~2024~~2025 and May 31, 2024, results of operations for the three and ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, and cash flows for the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024. These financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended May 31, 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 ~~six~~nine-month periods ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, the net income was divided by 3,~~124~~127,~~720~~722 and 3,~~521~~411,~~099~~703 respectively, which is net of the Treasury shares, to calculate the net income per share. For the three-month periods ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, net income was divided by 3,~~127~~136,~~793~~469 and 3,~~521~~302,~~428~~497 respectively, which is net of the Treasury shares, to calculate the net income per share.

5.The results of operations for the three and ~~six~~nine-month periods ended ~~November~~February 3028, ~~2024~~2025 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 ~~November~~February 3028, ~~2024~~2025 and May 31, 2024 include money market funds, U.S. treasury securities and corporate bonds stated at fair value, which approximates cost. 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:

	November 30, 2024	May 31, 2024
	February 28, 2025	May 31, 2024
Raw materials	$~~844~~994,~~391~~032	$886,947
Work-in-process	7,~~612~~653,~~075~~367	6,412,497
Finished goods	~~217~~215,~~264~~760	271,608
	8,673,730	7,571,052
	8,863,159	7,571,052
Less allowance for obsolescence	6358,000	59,000
	$8,610,730	$7,512,052
	$8,805,159	$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 ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025, 63% of revenue was recorded for contracts in which revenue was recognized over time while 37% was recognized at a point in time . In the ~~six~~nine months ended ~~November~~February 3029, ~~2023~~2024, 5758% of revenue was recorded for contracts in which revenue was recognized over time while 4342% 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 ~~November~~February 3028, ~~2024~~2025 and May 31, 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.Accrued Expenses:

	November 30, 2024	May 31, 2024
	February 28, 2025	May 31, 2024
Customer deposits	$434,~~916~~929,193	$285,689
Personnel costs	12,~~897~~500,~~433~~348	3,763,777
Other	~~556~~567,~~147~~168	614,997
	$2,497,496	$4,664,463
	$7,996,709	$4,664,463

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 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. 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. 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 six months ended November 30, 2024 and November 30, 2023
Summary comparison of the nine months ended February 28, 2025 and February 29, 2024
		Increase /
		(Decrease)
Sales, net		$(961,786,000)
Cost of goods sold		$(~~291~~757,000)
Research and development costs		$(412,000)
Selling, general and administrative expenses		$~~360~~71,000
Other income		$(75112,000)
Income before provision for income taxes		$(~~199~~1,210,000)
Provision for income taxes		$(93409,000)
Net income		$(~~106~~801,000)

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 recognized over time whereby revenues are 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 ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025 (All figures discussed are for the ~~six~~nine months ended ~~November~~February 3028, ~~2024~~2025, as compared to the ~~six~~nine months ended ~~November~~February 3029, ~~2023~~2024).

	Six months ended		Change
	Nine months ended		Change
	November 30,2024	November 30,2023	Amount	Percent
	February 28,2025	February 29,2024	Amount	Percent
Net Revenue	$2030,~~167~~732,000	$2032,~~263~~518,000	$(961,786,000)	0-5%
Cost of sales	10,777,000	11,068,000	(291,000)	-3%
Cost of goods sold	16,813,000	17,570,000	(757,000)	-4%
Gross profit	$913,~~390~~919,000	$914,~~195~~948,000	$~~195~~(1,029,000)	2-7%
… as a percentage of net revenues	4745%	4546%

The Company's consolidated results of operations showed a ~~$0.1~~5% ~~million~~ decrease in net revenues and a ~~$0.1~~12% ~~million~~ decrease in net income. Revenues recorded in the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 for long-term projects (“Projects”) were 102% higher than the level recorded in the prior year. The Company had 2731 Projects in process during the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 as compared to 2934 during the same period last year. Revenues recorded in the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 for other-than long-term projects (non-projects) were 1416% lower than the level recorded in the prior year. Total sales within the U.S. during the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 decreased 713% from the same period last year. Total sales tooutside ~~Asia~~the U.S. during the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 increased 3761% from the same period of the prior year. The shift in domestic and international sales concentration from the prior year is attributable to normal changes in structural project activity. Sales increases were recorded over the same period last year to industrial customers (4336%) with decreases to customers involved in construction of buildings and bridges (-128%) and aerospace / defense (-10%). ~~Sales~~The todecrease ~~customers~~ in ~~aerospace~~sales /from ~~defense~~the ~~were~~prior ~~consistent~~year ~~with~~was attributed to differences in the ~~same~~timing ~~period~~of ~~last~~backlog ~~year~~conversion to revenue.

The gross profit as a percentage of net revenue of 4745% in the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 is ~~two~~one percentage ~~points~~point ~~higher~~lower than the same period of the prior year (4546%).

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:

	Six months ended
	Nine months ended
	November 30,2024	November 30,2023
	February 28,2025	February 29,2024
Industrial	1211%	8%
Structural	2931%	3331%
Aerospace / Defense	5958%	5961%

At ~~November~~February 3029, ~~2023~~2024, the Company had ~~141~~131 open sales orders in our backlog with a total sales value of $3530.52 million. At ~~November~~February 3028, ~~2024~~2025, the Company had ~~156~~146 open sales orders in our backlog with a total sales value of $3433.53 million. The Company expects to recognize revenue for the majority of the backlog during fiscal years 2025 and 2026.

The Company's backlog, revenues, gross profits, and net income fluctuate from period to period. The changes in the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025, compared to the 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 ~~six~~nine-month periods ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, is as follows:

	Six months ended
	Nine months ended
	November 30,2024	November 30,2023
	February 28,2025	February 29,2024
U.S.	8283%	8790%
Asia	1110%	85%
Other	7%	5%

Research and Development Costs

	Six months ended		Change
	Nine months ended		Change
	November 30,2024	November 30,2023	Amount	Percent
	February 28,2025	February 29,2024	Amount	Percent
R & D	$ ~~172~~319,000	$ ~~213~~321,000	$ (412,000)	-191%
… as a percentage of net revenues	01.90%	1.10%

Research and development costs declined $412,000 from the same period in the prior year ~~due to a change in the mix of engineering resource driven projects, inclusive of customer funded development~~.

Selling, General and Administrative Expenses

	Six months ended		Change
	Nine months ended		Change
	November 30,2024	November 30,2023	Amount	Percent
	February 28,2025	February 29,2024	Amount	Percent
S G & A	$ 57,~~369~~731,000	$ 57,~~009~~660,000	$ ~~360~~71,000	71%
… as a percentage of net revenues	2725%	2524%

Selling, general and administrative expenses during the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 increased by 71% from the same period in the prior year. ~~This change is primarily due to increased stock option expense.~~ The Company expenses stock options using the fair value recognition provisions of the Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”). The Company recognized $731,000 (46,800 options granted) and $301,000 (42,000 options granted) of compensation cost for the ~~six~~nine-month periods ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, respectively.

Operating Income

Operating income was $35,~~849~~869,000 for the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025, lower than the $36,~~973~~966,000 in the same period of the prior year. The decrease in operating income was attributed to lower gross margin associated with reduced revenue.

Other Income

Other income was $~~685~~1,010,000 for the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025, a 10% decrease from the same period of the prior year. This decrease was driven by short-term investment interest income.

Summary comparison of the three months ended November 30, 2024 and November 30, 2023
Summary comparison of the three months ended February 28, 2025 and February 29, 2024
		Increase /
		(Decrease)
Sales, net		$(1,~~791~~689,000)
Cost of goods sold		$(~~866~~465,000)
Research and development costs		$1939,000
Selling, general and administrative expenses		$~~166~~(289,000)
Other income		$(9037,000)
Income before provision for income taxes		$(1,~~200~~011,000)
Provision for income taxes		$(~~275~~316,000)
Net income		$(~~925~~695,000)

For the three months ended ~~November~~February 3028, ~~2024~~2025 (All figures discussed are for the three months ended ~~November~~February 3028, ~~2024~~2025 as compared to the three months ended ~~November~~February 3029, ~~2023~~2024).

	Three months ended		Change
	November 30,2024	November 30, 2023	Amount	Percent
	February 28,2025	February 29, 2024	Amount	Percent
Net Revenue	$810,~~549~~565,000	$1012,~~340~~254,000	$(1,~~791~~689,000)	-1714%
Cost of sales	4,663,000	5,529,000	(866,000)	-16%
Cost of goods sold	6,036,000	6,501,000	(465,000)	-7%
Gross profit	$34,~~886~~529,000	$45,~~811~~753,000	$(~~925~~1,224,000)	-1921%
… as a percentage of net revenues	4543%	47%

The Company's consolidated results of operations showed a 1714% decrease in net revenues and 4726% decrease in net income. Revenues recorded in the quarter ended ~~November~~February 3028, ~~2024~~2025 for Projects were 811% lower than the level recorded in the prior year. The Company had 2221 Projects in process during the quarter ended ~~November~~February 3028, ~~2024~~2025 as compared to 16 during the same period last year. Revenues recorded in the quarter ended ~~November~~February 3028, ~~2024~~2025 for other-than long-term projects (non-projects) were 3118% lower than the level recorded in the prior year. Total sales within the U.S. during the quarter ended ~~November~~February 3028, ~~2024~~2025 decreased 2123% from the same period last year. Total sales tooutside ~~Asia~~the U.S. during the quarter ended ~~November~~February 3028, ~~2024~~2025 increased 34115% from the same period of the prior year. The shift in domestic and international sales concentration from the prior year is attributable to normal changes in structural project activity. Sales decreases were recorded over the same period last year to customers in aerospace / defense (-1925%), customers involved in construction of buildings and bridges (-191%) ~~and~~with sales increases to industrial customers (-224%). The decrease in sales from the prior year was attributed to differences in the timing of backlog conversion to revenue.

The gross profit as a percentage of net revenue of 4543% in the quarter ended ~~November~~February 3028, ~~2024~~2025 is ~~two~~four percentage points lower than the same period of the prior year (47%).

	Three months ended
	November 30,2024	November 30,2023
	February 28,2025	February 29,2024
Industrial	1112%	98%
Structural	3033%	3129%
Aerospace / Defense	5955%	6063%

Net revenue by geographic region, as a percentage of total net revenue for the three-month periods ended ~~November~~February 3028, ~~2024~~2025 and ~~2023~~February 29, 2024, is as follows:

	Three months ended
	November 30,2024	November 30,2023
	February 28,2025	February 29,2024
U.S.	8884%	9294%
Asia	79%	40%
Other	57%	46%

Research and Development Costs

	Three months ended		Change
	November 30,2024	November 30,2023	Amount	Percent
	February 28,2025	February 29,2024	Amount	Percent
R & D	$ ~~103~~147,000	$ 84108,000	$ 1939,000	2336%
… as a percentage of net revenues	1.24%	0.89%

Research and development costs increased $1939,000 from the prior year ~~due to a change in the mix of engineering resource driven projects, inclusive of customer funded development~~.

Selling, General and Administrative Expenses

	Three months ended		Change
	November 30,2024	November 30,2023	Amount	Percent
	February 28,2025	February 29,2024	Amount	Percent
S G & A	$ 2,~~839~~362,000	$ 2,~~673~~651,000	$ ~~166~~(289,000)	6-11%
… as a percentage of net revenues	3322%	2622%

Selling, general and administrative expenses during the quarter ended ~~November~~February 3028, ~~2024~~2025 ~~increased~~decreased 611% from the same period in the prior year. This change is primarily due to ~~increased~~lower ~~stock~~incentive ~~option~~compensation expense. ~~The~~ Company expenses stock options using the fair value recognition provisions of the FASB ASC. The Company recognized $731,000 and $301,000 of compensation cost for the three-month periods ending November 30, 2024 and 2023, respectively.

Operating Income

Operating income was $~~944~~2,020,000 for the three months ended ~~November~~February 3028, ~~2024~~2025, lower than the $2,~~054~~993,000 in the same period of the prior year. The decrease in ~~Operating~~operating income was attributed to lower revenue and ~~increased~~shift ~~stock~~in ~~option~~sales ~~expense~~mix.

Other Income

Other income was $~~308~~326,000 for the three months ended ~~November~~February 3028, ~~2024~~2025, a 2310% decrease from the same period of the prior year. This decrease was driven by short-term investment interest income.

Liquidity and Capital Resources

The 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.

Capital expenditures for the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025 were $~~971~~1,158,000 compared to $~~545~~755,000 in the same period of the prior year. As of ~~November~~February 3028, ~~2024~~2025, the Company has commitments for capital expenditures totaling $~~881~~2,017,000 during the next twelve months.

Inventory and Maintenance Inventory

	November 30, 2024		May 31, 2024		Increase /(Decrease)
	February 28, 2025		May 31, 2024		Increase /(Decrease)
Raw materials	$~~845~~994,000		$887,000		$~~(42~~107,000)	-512 %
Work-in-process	7,~~612~~653,000		6,412,000		1,~~200~~241,000	19 %
Finished goods	~~154~~158,000		213,000		(5955,000)	-2826 %
Inventory	8,~~611~~805,000	86 88%	7,512,000	83 %	1,~~099~~293,000	1517 %
Maintenance and other inventory	1,~~428~~231,000	14 12%	1,580,000	17 %	(~~152~~349,000)	-1022 %
Total	$10,~~039~~036,000	100 %	$9,092,000	100 %	$~~947~~944,000	10 %
Inventory turnover	2.3		3.0

NOTE: Inventory turnover is annualized for the ~~six~~nine-month period ended ~~November~~February 3028, ~~2024~~2025.

Inventory, at $8,805,000 as of February 28, 2025, is $1,293,000 more than the prior year-end level of $7,512,000. As of February 28, 2025, approximately 87% of the inventory was work-in-process, 2% was finished goods, and 11% was raw materials.

~~Inventory,~~Maintenance atand ~~$8,611,000~~other asinventory represent stock that is estimated to have a product life cycle in excess of ~~November~~twelve ~~30,~~months. ~~2024,~~This isstock ~~$1,099,000~~represents ~~more~~certain ~~than~~items the ~~prior~~Company ~~year-end~~is ~~level~~required to maintain for service of ~~$7,512,000~~products sold and items that are generally subject to spontaneous ordering. AsThis inventory is particularly sensitive to technological obsolescence in the near term due to its use in industries characterized by the continuous introduction of ~~November~~new ~~30,~~product ~~2024~~lines, ~~approximately~~rapid ~~88%~~technological advances and product obsolescence. Management of the Company has recorded an allowance for potential inventory obsolescence. The provision for potential inventory obsolescence was ~~work~~zero inand ~~process~~$369,000 2%for ~~was~~the ~~finished~~nine-month ~~goods~~periods ended February 28, 2025 and ~~10%~~February ~~was~~29, ~~raw~~2024, ~~materials~~respectively.

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 zero and $144,000 for the six-month periods ended November 30, 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")

	November 30, 2024	May 31, 2024	Increase /(Decrease)
	February 28, 2025	May 31, 2024	Increase /(Decrease)
Accounts receivable	$86,~~248~~717,000	$5,212,000		$31,~~036~~505,000	5829%
CIEB	3,~~018~~230,000	4,357,000		(1,~~339~~127,000)	-3126%
Less: BIEC	3,~~708~~233,000	5,601,000		(12,~~893~~368,000)	-3442%
Net	$76,~~558~~714,000	$3,968,000		$32,~~590~~746,000	9069%
Number of an average day’s salesoutstanding in accounts receivable	8757	39

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 $86,~~248~~717,000 as of ~~November~~February 3028, ~~2024~~2025 includes $49124,000 of an allowance for ~~doubtful~~estimated ~~accounts~~credit losses (“Allowance”). The accounts receivable balance as of May 31, 2024 of $5,212,000 included an Allowance of $29,000. The number of an average day's sales outstanding in accounts receivable (“DSO”) increased from 39 days at May 31, 2024 to 8757 days at ~~November~~February 3028, ~~2024~~2025. The Accounts Receivable and DSO increase were the result of delayed collections for structural project invoices. The DSO is a function of (1) the level of sales for an average day (for example, total sales for the past three months divided by 90 days) and (2) the level of accounts receivable at the balance sheet date. The Company expects to collect the net accounts receivable balance during the next twelve months.

As noted above, CIEB represents revenues recognized in excess of amounts billed. Whenever possible, the Company negotiates a provision in sales contracts to allow the Company to bill, and collect from the customer, payments in advance of shipments. Unfortunately, such provisions are often not possible. The $3,~~018~~230,000 balance in this account at ~~November~~February 3028, ~~2024~~2025 is 3126% 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. 8277% of the CIEB balance as of the end of the last fiscal quarter, ~~August~~November 3130, 2024, was billed to those customers in the fiscal quarter ended ~~November~~February 3028, ~~2024~~2025. 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:

	November 30, 2024	May 31, 2024
	February 28, 2025	May 31, 2024
Costs	$24,~~832~~298,000	$9,644,000
Estimated Earnings	15,~~771~~991,000	9,782,000
Less: Billings to customers	17,~~585~~059,000	15,069,000
CIEB	$3,~~018~~230,000	$4,357,000
Number of Projects in progress	109	14

As noted above, BIEC represents billings to customers in excess of revenues recognized. The $3,708,000 balance in this account at November 30, 2024 is down 34% from the $5,601,000 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:

	November 30, 2024	May 31, 2024
Billings to customers	$11,183,000	$7,211,000
Less: Costs	3,451,000	933,000
Less: Estimated Earnings	4,024,000	677,000
BIEC	$3,708,000	$5,601,000
Number of Projects in progress	8	5

As noted above, BIEC represents billings to customers in excess of revenues recognized. The $3,233,000 balance in this account at February 28, 2025 is down 42% from the $5,601,000 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 28, 2025	May 31, 2024
Billings to customers	$8,796,000	$7,211,000
Less: Costs	3,287,000	933,000
Less: Estimated Earnings	2,276,000	677,000
BIEC	$3,233,000	$5,601,000
Number of Projects in progress	9	5

Summary of factors affecting the balances in CIEB and BIEC:

	November 30, 2024	May 31, 2024
	February 28, 2025	May 31, 2024
Number of Projects in progress	18	19
Aggregate percent complete	4849%	53%
Average total sales value of Projects in progress	$1,~~397~~619,000	$2,089,000
Percentage of total value invoiced to customer	5154%	56%

The Company's backlog of sales orders at ~~November~~February 3028, ~~2024~~2025 is $3433.53 million, up from $33.1 million at the end of the prior year. $13.13 million of the Company’s backlog as of ~~November~~February 3028, ~~2024~~2025 was for Projects already in progress.

Other Balance Sheet Items

Accounts payable, at $~~857~~1,115,000 as of ~~November~~February 3028, ~~2024~~2025, is 4023% lower than the prior year-end. Accrued expenses ~~decreased~~increased 4871% from the prior year-end, to $27,~~497~~997,000 due to the ~~payout~~receipt of ~~fiscal~~prepayments ~~year~~for ~~2024~~a ~~incentive~~project ~~compensation~~not started. The Company expects the accrued amounts to be paid or applied during 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 chief executive officer (its principal executive officer) and chief financial officer (its principal financial officer) have evaluated the Company's disclosure controls and procedures as of ~~November~~February 3028, ~~2024~~2025 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 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 required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting.

There have been no changes in the Company's internal controls over financial reporting that occurred during the fiscal quarter ended ~~November~~February 3028, ~~2024~~2025 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

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. There have been no material developments in any legal proceedings that require reporting in this Form 10-Q.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the three months ended ~~November~~February 3028, ~~2024~~2025, 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.

Item 6. Exhibits

	3	Articles of incorporation and by-laws.
		(i)	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)	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.
	4	Instruments defining the rights of security holders.
		(i)	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.
		(ii)	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.
	31	Officer certifications.
		(i)	Rule 13a-14(a) Certification of Chief Executive Officer.*
		(ii)	Rule 13a-14(a) Certification of Chief Financial Officer.*
	32	Officer certifications.
		(i)	Section 1350 Certification of Chief Executive Officer.**
		(ii)	Section 1350 Certification of Chief Financial Officer.**
	101	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.
	101.SCH	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
* Exhibit filed with this report. **Exhibit furnished with this report.

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:	~~January~~March 328, 2025			/s/ Paul Heary
				Paul Heary Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

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