TAYLOR DEVICES INC
10QSB, 1995-10-11
GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC
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                          SECURITIES AND EXCHANGE COMMISSION

                                 WASHINGTON, DC 20549

                                     FORM 10-QSB

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


          For quarter ended August 31, 1995

          Commission File Number 0-3498  


                                 TAYLOR DEVICES, INC.
                (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



               NEW YORK                                    16-0797789     
          (State or other Jurisdiction of     (I.R.S. Employer Identification
          incorporation or organization)       Number)



          90 TAYLOR DRIVE, NORTH TONAWANDA, NEW YORK 14120-0748
          Address of principal executive offices

          Registrant's telephone number, including area code -            
                             716-694-0800


          Indicate by check  mark whether the registrant (1)  has filed all
          annual, quarterly,  and other reports  required to be  filed with
          all  the  Commission and  (2)  has  been  subject to  the  filing
          requirements for at least the past 90 days.  

          Yes [ X ]   No [  ]

          Indicate  the  number  of  shares outstanding,  of  each  of  the
          Issuer's classes  of common stock  as of the close  of the period
          covered by this report.



             CLASS                           Outstanding at August 31, 1995
          Common Stock                                  2,657,427
          (2-1/2 cents par value)            



<PAGE>




                                     FORM 10-QSB
                             TAYLOR DEVICES, INC. - INDEX


          PART I - FINANCIAL INFORMATION
                                                                          
                                                                   PAGE NO.

               Item 1.   Financial Statements

                         Consolidated Condensed Balance Sheets            3
                         August 31, 1995, and May 31, 1995

                         Consolidated Condensed Statements of Income      4
                         for three months ended August 31, 1995
                         and August 31, 1994

                         Consolidated Condensed Statement of              5
                         Cash Flows - three months ended August 31, 1995
                         and August 31, 1994

                         Notes to Consolidated Condensed Financial        6
                         Statements


               Item 2.   Management's Discussion and Analysis of the      7
                         Financial Condition and Results of Operations


          PART II - OTHER INFORMATION

               Item 1.   Legal Proceedings                                9

               Item 2.   Changes in Securities                            9

               Item 3.   Defaults upon Senior Securities                  9

               Item 4.   Submission of Matters to Vote of                 9
                         Security Holders

               Item 5.   Other Information                                9

               Item 6.   Exhibits and Report on Form 8-K                  9


          SIGNATURES                                                     10







<PAGE>





                                     FORM 10-QSB
                  TAYLOR DEVICES, INC. - CONSOLIDATED BALANCE SHEET

               ASSETS                                8/31/95        5/31/95
          Current
            Cash                                  $  792,788     $  915,294
            Funds Held By Trustee                    312,784        627,591
            Trade Accounts Receivable              1,317,615        793,046
            Inventories                            2,049,902      2,113,555
            Prepaid and Refundable Income Taxes      (31,546)       152,377
            Prepaid Expenses                          89,281        147,515
                Total Current Assets              $4,530,824     $4,749,378

          Investments - Affiliate, at equity         146,618        141,643

          Property and Equipment - Net             2,390,864      1,957,422

          Other Assets
            Other                                    529,213        391,134
               Total Other Assets                 $  529,213     $  391,134

          TOTAL ASSETS                            $7,597,519     $7,239,577

               LIABILITIES AND STOCKHOLDERS' EQUITY
          Current
            Current Portion of Long Term Debt     $  286,624     $  277,396
            Payables - Trade                         683,996        758,162
                    Affiliate-Current                 63,933         56,334
                    Construction-in-Progress         227,750        303,898
            Accrued Income Tax                        56,971         63,816
            Accrued Expenses                         222,334        142,563
            Advanced Payments - Customers            797,379        570,469
               Total Current Liabilities          $2,338,987     $2,172,638

          Non Current
          Long Term Debt                           2,019,479      2,012,092
          Deferred Income Tax                         13,927          - 0 -
               Total Non Current Liabilities      $2,033,406     $2,012,092

          Minority Stockholders' Interest         $  215,396     $  215,396

               STOCKHOLDERS' EQUITY
            Common Stock, par value $.025 a                
            share, authorized 8,000,000 shares    $   66,436     $   66,344
            Paid - In Capital                      2,175,215      2,161,732
            Retained Earnings                        813,904        657,200

          Less: Cost of Treasury Stock: 21,990 shares 45,825         45,825
          TOTAL STOCKHOLDERS' EQUITY              $3,009,730     $2,839,451

          TOTAL LIABILITIES & STOCKHOLDERS'
          EQUITY                                  $7,597,519     $7,239,577




<PAGE>



                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                      CONSOLIDATED CONDENSED STATEMENT OF INCOME

                                               THREE MONTHS ENDED AUGUST 31

                                                                          
                                                     1995            1994

          NET SALES                               $2,473,781      $1,361,552

          COST OF PRODUCT SOLD                     1,619,811         910,877
               Gross Profit                       $  853,970      $  450,675


          EXPENSES

          Selling and Administrative                 623,070         382,189

          Profit (loss) from Operations          $   230,900       $  68,486


          OTHER INCOME/(EXPENSE)
               Rental - Affiliates                     4,337           8,001
               Miscellaneous                           5,778          50,502
               Interest                              (39,346)        (26,261)
          NET OTHER                                $ (29,231)     $   32,242

          NET INCOME BEFORE
          PROVISION FOR TAXES                     $  201,669      $  100,728
               Provision for Income Taxes             49,940          10,587

          INCOME BEFORE EQUITY IN EARNINGS
          OF AFFILIATES                              151,729          90,141

          EQUITY IN EARNINGS OF AFFILIATES             4,975           3,910

          NET INCOME BEFORE MINORITY
          STOCKHOLDERS' INTEREST                  $  156,704      $   94,051
               Minority Stockholders' Interest          ---            --- 

          NET INCOME                              $  156,704      $   94,051

          Earnings Per Share                      $      .06      $      .04



<PAGE>


                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                      STATEMENT OF CHANGES IN FINANCIAL POSITION

                                               THREE MONTHS ENDED AUGUST 31

                                                                          
                                                   1995               1994

          FUNDS PROVIDED

           From Operations                       $ 156,704         $  94,051

            Depreciation and Amort.                 46,724            37,500

            Fixed Assets                             - 0 -             - 0 - 

            Sales of Stock                          13,575             8,286

            Minority Shareholders' Interest          - 0 -             4,822

            Decrease Other Assets                    - 0 -             - 0 - 

            Increase Other Liabilities             171,048            77,123

            Increase Long Term Debt                 16,615             - 0 - 

          Total Funds Provided                   $ 404,666         $ 221,782


          FUNDS APPLIED

            Loss on Operations                   $   - 0 -         $   - 0 -

            Fixed Assets                           480,166           235,051

            Decrease Other Liabilities               - 0 -            44,085

            Increase Other Assets                   42,031            35,573

            Minority Shareholders' Interest          - 0 -             - 0 -

            Investments - Affiliates                 4,975             4,480

            Decrease Long Term Debt                  - 0 -            59,473
              
          Total Funds Applied                   $  527,172        $  378,662

          INCREASE (DECREASE) IN CASH            $(122,506)        $(156,880)



<PAGE>




                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENT



          1.   In  opinion  of  the  company,  the  accompanying  unaudited
               consolidated  condensed  financial  statements  contain  all
               adjustments  necessary  to   present  fairly  the  financial
               position as  of August  31, 1995 and  May 31,  1995 and  the
               results of operations for the three months ended  August 31,
               1995 and August  31, 1994 and changes in  financial position
               for the three months then ended.

          2.   There is no provision nor  shall there be any provisions for
               profit  sharing, dividends,  or any  other  benefits of  any
               nature at any time for this fiscal year.

          3.   For the three month period ended August 31, 1995, the profit
               was  divided  by  2,657,427 to  calculate  the  earnings per
               share.   For the three  month period ended August  31, 1994,
               the  profit  was  divided  by  2,628,136  to  calculate  the
               earnings per share.

          4.   The results  of operations for the three  month period ended
               August  31, 1995  are  not  necessarily  indicative  of  the
               results to be expected for the full year. 



<PAGE>



                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS


               The  following  is Management's  discussion and  analysis of
          certain  significant factors  which have  affected  the Company's
          earnings   during  the  periods   included  in  the  accompanying
          consolidated condensed statements of income.

               A summary of  the period to period changes  in the principal
          items  included in the consolidated statements of income is shown
          below:


                                          Comparisons of three months ended
                                          August 31, 1995 - August 31, 1994
                                                                          
                                                  Increase  (decrease)

          Net Sales                                      $1,112,229

          Cost of Sales                                     708,934

          Selling, General and Administrative Expenses      240,881

          Other Expenses                                     - 0 -

          Other Income                                      (48,388)

          Interest Expense                                   13,085

          Net Profit Before Tax
          and Minority Shareholders' Interest               100,941

          Provision for Income Tax                           39,353

          Net Profit Before Equity in
          Earnings of Affiliates                             61,588

          Equity in Earnings of Affiliates                    1,065

          Minority Stockholders' Interest                     - 0 -

          Net Income                                       $ 62,653



<PAGE>




                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.
                           MANAGEMENT'S DISCUSSION (CON'T)



               Taylor Devices' ("the  Company") financial results   for the
          first  quarter  of  Fiscal Year  1996  (QI96)  showed significant
          improvement over  results for  the same period  of FY  95 (QI95).
          QI96  net  sales  increased  to   $2,473,781  -  an  increase  of
          $1,112,229 and 82% compared to QI95.  This improvement is largely
          attributable to increased seismic and defense shipments in FY 96.
          The  Company earned  a gross  margin  of $853,970  (34.5% of  net
          sales)  on QI96 shipments compared  to $450,675 (33.1%) for QI95.
          Management  believes the  improvement  in  gross  margin  percent
          performance is  attributable to  both product  mix and  improving
          productivity from the new facilities and machinery funded by  the
          Industrial  Development  Agency  Bonds  referenced  in   previous
          filings.    QI96's  Selling,  General  and  Administrative  (SGA)
          expenses  increased to  $623,070 (25.2%)  from  QI95's figure  of
          $382,189 (28.1%).  Most of  the increased costs were derived from
          the  higher  commission  expenses related  to  seismic shipments.
          Additional incremental SGA expense was incurred by start-up costs
          for the Company's new MIS  system and by expenses associated with
          office and building renovations undertaken concurrently with  the
          IDA  funded manufacturing facility improvements.  The MIS upgrade
          and  office renovations  have positioned  the  SGA department  to
          function  efficiently  at   the  higher   sales  volumes   levels
          anticipated in  the near future.   The improved sales  volume and
          manufacturing  efficiency in QI96 resulted in an Operating Income
          figure  of $230,900 (9.3%) compared to QI95's Operating Income of
          $68,486 (5.0%).

               Miscellaneous  income was $5,778 in QI96, down significantly
          from the  $50,502 recorded in QI95.   QI95's miscellaneous income
          was generated primarily by interest income from tax returns which
          were received,  in  full, in  FY 95.   FY  96's interest  expense
          increased  to  $39,346 from  $26,261  in QI95.    Although higher
          interest rates had some impact, the increase was primarily due to
          interest  expense  on the  IDA  loans.   The  net  result of  the
          reduction  in miscellaneous income  and the increase  in interest
          expense was  approximately $61,000 -  from a Net Other  Income of
          $32,000 in QI95 to a Net Other Expense of $29,000 in QI96.

               Net  Income Before Taxes essentially doubled between the two
          fiscal  quarters  being  compared.   QI96's  figure  was $201,669
          (8.2%)  while  QI95's figure  was  $100,728 (7.4%).    QI96's Net
          Income After  Taxes  and  Equity  in Earnings  of  Affiliate  was
          $156,704,  representing 6.3% of  sales and earnings  per share of
          $.06.   For QI95, these  figures were $94,051,  6.9% of net sales
          and earnings per share of $.04.

               The  financial position  of  the  Company  continues  to  be
          strong.  The backlog of firm  orders at August 31, 1995 stood  at
          $8,140,000 and management believes that  the Company is in a good
          position to be awarded contracts on several sizeable projects now
          nearing the vendor selection stage.  The Company's  cash position
          remains strong, as indicated by  the current ratio of 1.93.   The
          Company's cash flow will continue to benefit from a low effective
          income tax rate  throughout FY 96 as the impact of FY 95's write-
          off of obsolete inventory will take effect.

<PAGE>


               The  new Test  Facility  is almost  complete  and the  first
          testing of  production units should  begin in October, 1995.   An
          expansion  of the  engineering department's  facility  will begin
          shortly  and  should  be  completed  in  QIII of  FY  96.    This
          expansion,  along   with  the  acquisition  of   some  additional
          production equipment, will close-out the current phase out of the
          Company's facilities  upgrade.   Upon completion  of these  final
          steps,  Management believes the Company's current facilities will
          be able to function efficiently at  an annual sales level of $12-
          15 million.

               At this  time, Management  believes that  FY 96's  financial
          results will  continue to  be positive,  approaching and  perhaps
          exceeding those of FY 95.


<PAGE>

                                    FORM 10-QSB
                                 TAYLOR DEVICES, INC.


          PART II - OTHER INFORMATION

               ITEM 1   Legal Proceedings

                    The Company is not currently engaged in any litigation.

                  
               ITEM 2   Changes in Securities - None


               ITEM 3   Defaults Upon Senior Securities - None


               ITEM 4   Submission of Matters to Vote of Securities Holders


               ITEM 5   Other Information - None


               ITEM 6   Exhibits and Reports of Form 8-K - None


<PAGE>




                                     FORM 10-QSB
                                 TAYLOR DEVICES, INC.


                                      SIGNATURES

               Pursuant  to the requirements of the Securities Exchange Act
          of 1934, the Registrant has duly  caused this report to be signed
          on its behalf by the undersigned thereunto duly authorized.



          TAYLOR DEVICES, INC.
          (Registrant)





          By:  /S/Douglas P. Taylor              Date:  10/6/95
               ______________________________           _______               
               Douglas P. Taylor
               Chairman of the Board of Directors
               President
               (Principal Executive Officer)

                    AND





          By:  /S/Kenneth G. Bernstein          Date:  10/6/95
               ________________________________        _______
               Kenneth G. Bernstein
               Treasurer &
               Chief Accounting Officer






</PAGE>


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