XNAS:WSCI WSI Industries Inc Quarterly Report 10-Q Filing - 2/26/2012

Effective Date 2/26/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 26, 2012
 
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to
 
Commission file number 0-619
 
WSI Industries, Inc.
(Exact name of registrant as specified in its charter)
 
Minnesota
41-0691607
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
 
213 Chelsea Road, Monticello, Minnesota
55362
(Address of principal executive offices)
(Zip Code)
 
(763) 295-9202
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
 
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  x No  ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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  x No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of "larger accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ¨
 
Accelerated filer   ¨
 
Non-accelerated filer  ¨
Smaller reporting company   x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,904,682 shares of common stock were outstanding as of March 22, 2012.

 
1

 

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

INDEX
 
  Page No.
     
PART I.    FINANCIAL INFORMATION:
 
     
Item 1.
Financial Statements
 
     
 
Condensed Consolidated Balance Sheets
February 26, 2012 and August 28, 2011 (Unaudited)
3
     
 
Condensed Consolidated Statements of Income
Thirteen and Twenty-Six weeks ended February 26, 2012 and February 27, 2011 (Unaudited)
4
     
  Condensed Consolidated Statements of Cash Flows
Twenty-Six weeks ended February 26, 2012 and February 27, 2011 (Unaudited)
5
     
 
Notes to Condensed Consolidated Financial Statements (Unaudited) 6-7
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
8-10
     
Item 4.  
Controls and Procedures
10-11
     
PART II.  OTHER INFORMATION:
 
     
Item 1A.
Risk Factors
11
     
Item 6.
Exhibits
11
     
Signatures
11
 
 
2

 

Part 1.   Financial Information

Item 1.  Financial Statements

WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
February 26,
   
August 28,
 
Assets
 
2012
   
2011
 
             
Current Assets:
           
Cash and cash equivalents
  $ 1,677,881     $ 2,920,078  
Accounts receivable
    3,986,476       3,292,227  
Inventories
    2,549,989       2,016,325  
Prepaid and other current assets
    469,294       227,239  
Deferred tax assets
    163,109       254,439  
Total Current Assets
    8,846,749       8,710,308  
                 
Property, plant and equipment – net
    8,453,093       7,078,061  
                 
Goodwill and other assets, net
    2,368,452       2,368,452  
                 
Total Assets
  $ 19,668,294     $ 18,156,821  
                 
Liabilities and Stockholders’ Equity
               
                 
Current Liabilities:
               
Trade accounts payable
  $ 1,917,522     $ 1,302,958  
Accrued compensation and employee withholdings
    471,668       1,018,665  
Other accrued expenses
    220,683       116,609  
Current portion of long-term debt
    1,198,300       989,191  
Total Current Liabilities
    3,808,173       3,427,423  
                 
Long-term debt, less current portion
    4,915,260       3,935,712  
                 
Deferred tax liabilities
    357,313       308,061  
                 
Stockholders’ Equity:
               
Common stock, par value $.10 a share; authorized 10,000,000 shares; issued and outstanding 2,904,682 and 2,889,567 shares, respectively
    290,468       288,957  
Capital in excess of par value
    3,195,545       3,149,674  
Deferred compensation
    (268,779 )     (275,106 )
Retained earnings
    7,370,314       7,322,100  
Total Stockholders’ Equity
    10,587,548       10,485,625  
                 
Total Liabilities and Stockholders’ Equity
  $ 19,668,294     $ 18,156,821  

 
See notes to condensed consolidated financial statements.

 
3

 

WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

   
13 weeks ended
    26 weeks ended  
   
February 26,
   
February 27,
   
February 26,
   
February 27,
 
 
 
2012
   
2011
   
2012
    2011  
                         
Net sales
  $ 7,020,980     $ 5,682,292     $ 13,007,920     $ 11,210,138  
                                 
Cost of products sold
    5,973,811       4,815,875       11,032,981       9,613,572  
                                 
Gross margin
    1,047,169       866,417       1,974,939       1,596,566  
                                 
Selling and administrative expense
    710,667       607,215       1,400,841       1,200,167  
Interest and other income
    (10,520 )     (2,576 )     (12,718 )     (5,924 )
Interest expense
    80,194       77,734       155,647       148,907  
                                 
Income before income taxes
    266,828       184,044       431,169       253,416  
                                 
Income taxes
    96,059       66,256       155,221       91,230  
                                 
Net income
  $ 170,769     $ 117,788     $ 275,948     $ 162,186  
                                 
Basic earnings per share
  $ .06     $ .04     $ .10     $ .06  
                                 
Diluted earnings per share
  $ .06     $ .04     $ .10     $ .06  
                                 
Cash dividend per share
  $ .04     $ .04     $ .08     $ .08  
                                 
Weighted average number of common shares outstanding, basic
    2,848,143       2,824,520       2,842,849       2,816,418  
                                 
Weighted average number of common shares outstanding, diluted
    2,891,376       2,876,317       2,894,451       2,866,485  
 
 
See notes to condensed consolidated financial statements.
 
 
4

 

WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
26 weeks ended
 
   
February 26,
   
February 27,
 
   
2012
    2011  
Cash Flows From Operating Activities:
           
Net income
  $ 275,948     $ 162,186  
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
               
Depreciation
    693,702       567,891  
Deferred taxes
    140,581       88,099  
Stock option compensation expense
    89,521       95,199  
Changes in assets and liabilities:
               
Increase in accounts receivable
    (694,249 )     (56,662 )
Decrease (increase) in inventories
    (533,664 )     37,554  
Increase in prepaid and other current assets
    (242,055 )     (64,383 )
Increase (decrease) in accounts payable and accrued expenses
    135,831       (392,052 )
Net cash provided by (used in) operations
    (134,385 )     437,832  
                 
Cash Flows From Investing Activities:
               
Purchase of property, plant and equipment
    (306,361 )     (293,832 )
Net cash used in investing activities
    (306,361 )     (293,832 )
                 
Cash Flows From Financing Activities:
               
Payments of long-term debt
    (573,716 )     (490,652 )
Issuance of common stock
    -       32,510  
Dividends paid
    (227,735 )     (225,303 )
Net cash used in financing activities
    (801,451 )     (683,445 )
                 
Net Decrease In Cash And Cash Equivalents
    (1,242,197 )     (539,445 )
                 
Cash And Cash Equivalents At Beginning Of Year
    2,920,078       2,347,113  
                 
Cash And Cash Equivalents At End Of Reporting Period
  $ 1,677,881     $ 1,807,668  
                 
Supplemental cash flow information:
               
Cash paid during the period for:
               
Interest
  $ 156,079     $ 149,412  
Income taxes
  $ 11,000     $ 35,641  
Payroll withholding taxes in cashless stock option exercise
  $ 35,810     $ 78,505  
Non cash investing and financing activities:
               
Acquisition of equipment through financing
  $ 1,762,373     $ 944,063  
 
 
See notes to condensed consolidated financial statements.

 
5

 

WSI INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
 
The condensed consolidated balance sheet as of February 26, 2012, the condensed consolidated statements of income for the thirteen and twenty-six weeks ended February 26, 2012 and February 27, 2011 and the condensed consolidated statements of cash flows for the twenty-six weeks then ended, respectively, have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.

 
The condensed consolidated balance sheet at August 28, 2011 is derived from the audited consolidated balance sheet as of that date.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted.  Therefore, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 28, 2011.  The results of operations for interim periods are not necessarily indicative of the operating results for the full year.

2.
INVENTORIES

 
            Inventories consist primarily of raw material, work-in-progress (WIP) and finished goods and are valued at the lower of cost or market:
 
   
February 26,
   
August 28,
 
 
 
2012
    2011  
             
Raw material
  $ 787,175     $ 347,829  
WIP
    1,208,420       976,879  
Finished goods
    554,394       691,617  
    $ 2,549,989     $ 2,016,325  
 
3.
GOODWILL AND OTHER ASSETS

 
Goodwill and other assets consist of costs resulting from business acquisitions which total $2,368,452 at February 26, 2012 (net of accumulated amortization of $344,812 recorded prior to the adoption of ASC 350 Goodwill and Other Intangible Assets).

 
6

 
 
4.
DEBT AND LINE OF CREDIT:

 
During the quarter ended February 26, 2012, the Company entered into a capitalized lease of approximately $383,000 in connection with the acquisition of machinery and equipment.  The lease carries an interest rate of approximately 4.15% and matures in 2018.

 
During the quarter ended February 26, 2012, the Company renewed its Revolving Line of Credit with its bank.  Under the agreement the Company can borrow up to $1 million with the loan being collateralized by all assets of the Company.  The agreement expires on February 1, 2013 and carries an interest rate of LIBOR plus 3%.  The agreement also contains restrictive provisions requiring a minimum net worth and current ratio, as well as a debt service coverage ratio.  At February 26, 2012, the Company was in compliance with these provisions.
 
5.
EARNINGS PER SHARE:
 
The following table sets forth the computation of basic and diluted earnings per share:
 
   
Thirteen weeks ended
   
Twenty-Six weeks ended
 
   
February 26,
   
February 27,
   
February 26,
    February 27,  
   
2012
   
2011
   
2012
    2011  
Numerator for basic and diluted earnings per share:
                       
Net income
  $ 170,769     $ 117,788     $ 275,948     $ 162,186  
                                 
Denominator
                               
Denominator for basic earnings per share – weighted average shares
    2,848,143       2,824,520       2,842,849       2,816,418  
                                 
Effect of dilutive securities:
                               
Employee and non-employee options
    43,233       51,797       51,602       50,067  
                                 
Dilutive common shares
                               
Denominator for diluted earnings per share
    2,891,376       2,876,317       2,894,451       2,866,485  
                                 
Basic earnings per share
  $ .06     $ .04     $ .10     $ .06  
                                 
Diluted earnings per share
  $ .06     $ .04     $ .10     $ .06  
 
 
7

 

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND

RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates:
 
Management's Discussion and Analysis of Financial Condition and Results of Operations discuss our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.
 
We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. The estimates and judgments utilized are reviewed by management on an ongoing basis and by the audit committee of our board of directors at the end of each quarter prior to the public release of our financial results.
 
The critical accounting policies and estimates followed in the preparation of the financial information contained in this Quarterly Report on Form 10-Q are the same as those described in the Company’s Annual Report on Form 10-K for the year ended August 28, 2011.  Refer to the Annual Report on Form 10-K for detailed information on accounting policies.
 
Results of Operations:

Net sales were $7,021,000 for the thirteen weeks ending February 26, 2012, an increase of 24% or $1,339,000 from the same period of the prior year.  Year-to-date sales in fiscal 2012 are $13,008,000 compared to $11,210,000 in the prior year which equates to a 16% increase.  Total Company sales by product markets are as follows:

   
Fiscal Second Quarter Thirteen Weeks Ended
   
Fiscal Second Quarter Year-to-Date Ended
 
         
Percent
         
Percent
   
Dollar
         
Percent
         
Percent
   
Dollar
 
   
February
   
of Total
   
February
   
of Total
   
Percent
   
February
   
of Total
   
February
   
of Total
   
Percent
 
    26, 2012    
Sales
    27, 2011    
Sales
   
Change
    26, 2012    
Sales
    27, 2011    
Sales
   
Change
 
ATV & Motorcycle
  $ 4,531,000       64 %   $ 3,871,000       68 %     17 %   $ 8,176,000       63 %   $ 7,897,000       70 %     4 %
Energy
    2,014,000       29 %     1,330,000       23 %     51 %     3,837,000       29 %     2,201,000       20 %     74 %
Aerospace, Defense & Other
    476,000       7 %     481,000       9 %     -1 %     995,000       8 %     1,112,000       10 %     -11 %
Total Sales
  $ 7,021,000       100 %   $ 5,682,000       100 %     24 %   $ 13,008,000       100 %   $ 11,210,000       100 %     16 %
 
 
8

 

Sales from the Company’s ATV and Motorcycle markets were up 17% for the fiscal 2012 second quarter as compared to the prior year quarter due to increased demand across all product lines from the Company’s largest customer.  Year-to-date sales for the ATV and Motorcycle markets were up 4% as compared to the prior year for the same reason.  Partially offsetting the increases in demand, both quarter-to-date and year-to-date sales were negatively impacted by a previously announced phasing out of a line in our motorcycle business, but the impact was not great enough to offset increases in other programs.  The effect from the product line phasing out will continue through the fiscal 2012 third quarter.

Sales from the Company’s energy business for the fiscal second quarter were up by 51% over the prior year’s second quarter.  This increase was due primarily to the continued ramping up of programs in the shale fracturing business.  Year to date sales are up 74% as compared to the prior year for the same reason.

Sales from the Company’s aerospace, defense and other markets were down 1% in the fiscal 2012 second quarter versus the prior year; an amount the Company does not consider a material change.  Year-to-date sales were down 11% versus the prior, an amount the Company also doesn’t consider to be a material change.

Gross margin in the fiscal 2012 second quarter was comparable to the prior year quarter and came in at 15%.  Year-to-date gross margin in fiscal 2012 was 15%, which was an increase over the prior year-to-date gross margin of 14%.  The fiscal 2012 and 2011 second quarter gross margins were affected by similar items in each year.  Both years had similar material content percent of sales and both were negatively affected by start-up costs related to new programs in the energy sector.   The year-to-date gross margin increase to 15% in fiscal 2012 resulted from primarily a lower material content percent of sales, although there were several other factors that affected margin both up and down.  Year-to-date gross margins in both years were negatively affected by start-up costs in the energy business.

Selling and administrative expense of $711,000 for the quarter ending February 26, 2012 was $104,000 higher than in the prior year period due primarily to higher compensation expense.  Year-to-date selling and administrative expense of $1,401,000 was $201,000 higher than the comparable prior year period due primarily to the same reason.  As a percent of sales, both the fiscal 2012 second quarter and year-to-date selling and administrative expense were similar to their prior year respective periods.

Interest expense in the second quarter of fiscal 2012 was $80,000, which was $2,000 higher than the second quarter of fiscal 2011 amount of $78,000.  Year-to-date interest expense for fiscal 2012 of $156,000 was higher than the prior year-to-date amount by $7,000.  The higher interest costs are a result of the overall higher level of long-term debt offset by a lower overall effective interest rate of that debt.

The Company recorded income tax expense at an effective tax rate of 36% for the quarter and year-to-date periods ended February 26, 2012 and February 27, 2011.

Liquidity and Capital Resources:

On February 26, 2012 working capital was $5,039,000 as compared to $5,283,000 at August 28, 2011.  The ratio of current assets to current liabilities at February 26, 2012 was 2.32 to 1.0 compared to 2.54 to 1.0 at August 28, 2011.  The decrease in these measures is a result of current assets remaining relatively steady while current liabilities increased.  Current assets had offsetting affects of increases in accounts receivable, inventory and prepaid and other assets offset by a decrease in cash.  Current liabilities had increases in accounts payable and current maturities of long-term debt partially offset by a decrease in accrued compensation and employee withholdings.  Cash decreased $1.2 million year-to-date in fiscal 2012 as a result of these changes in the elements of working capital as well as cash being used to pay for equipment, dividends and long-term debt.

 
9

 
 
The increase in accounts receivable is due to the overall sales increase as well as the fiscal 2012 second quarter sales being unevenly weighted towards the end of the quarter.  The increase in inventories is primarily due to the conversion of some energy business product lines from consigned raw material to purchased raw material.  The increase in prepaid and other assets is due primarily to sales tax refunds that have been applied for but yet to be received back from a State governmental unit.

It is the Company’s belief that its current cash balance, plus future internally generated funds and its line of credit, will be sufficient to enable the Company to meet its working capital requirements through the next 12 months.

Cautionary Statement:

Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, in future filings by the Company with the Securities and Exchange Commission, in the Company's press releases and in oral statements made with the approval of an authorized executive officer that are not historical or current facts are "forward-looking statements." These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected.  These risks and uncertainties are described in the Company's Annual Report on Form 10-K for the year ended August 28, 2011, as well as other filings the Company makes with the Securities and Exchange Commission.  The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made and are not predictions of actual future results. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
 
ITEM 4.  CONTROLS AND PROCEDURES

 
(a)
Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, the CEO and CFO have concluded that as of February 26, 2012 our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting in the areas of segregation of duties and adequacy of personnel as a result of the Company’s reduction in staff during the quarter ended May 31, 2009.

The Company does not intend to take any action at this time to increase our financial accounting staff to remediate this material weakness and the corresponding deficiency in disclosure controls, but will continue to rely on our remaining staff and historic oversight of management to provide reasonable assurances regarding the reliability of our financial reporting.
 
(b) Changes in Internal Controls over Financial Reporting.

There have been no changes in internal control over financial reporting that occurred during the fiscal period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
10

 
 
PART II.  OTHER INFORMATION:

Item 1A. RISK FACTORS

Not Applicable.
 
Item 6.  EXHIBITS

A.           The following exhibits are included herein:

 
Exhibit 31.1
Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.

 
Exhibit 31.2
Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.
 
 
Exhibit 32
Certificate pursuant to 18 U.S.C. §1350.
 
 
101.INS**
XBRL Instance

 
101.SCH**
XBRL Taxonomy Extension Schema

 
101.CAL**
XBRL Taxonomy Extension Calculation

 
101.DEF**
XBRL Taxonomy Extension Definition

 
101.LAB**
XBRL Taxonomy Extension Labels

 
101.PRE**
XBRL Taxonomy Extension Presentation

 
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.
 
 
WSI INDUSTRIES, INC.
 
 
       
Date:  March 23, 2012
By:
/s/ Benjamin T. Rashleger  
   
Benjamin T. Rashleger, President & CEO
 
       
       
       
Date:  March 23, 2012  
  /s/ Paul D. Sheely  
   
Paul D. Sheely, Vice President, Finance & CFO
 
 
 
11

XNAS:WSCI WSI Industries Inc Quarterly Report 10-Q Filling

WSI Industries Inc XNAS:WSCI Stock - Get Quarterly Report SEC Filing of WSI Industries Inc XNAS:WSCI stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

XNAS:WSCI WSI Industries Inc Quarterly Report 10-Q Filing - 2/26/2012
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