XNAS:WSCI WSI Industries, Inc. Quarterly Report 10-Q Filing - 5/27/2012

Effective Date 5/27/2012

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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 May 27, 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)
 
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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: 2,905,033 shares of common stock were outstanding as of June 21, 2012.
 
 
 

 

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

INDEX
 
  Page No.
     
PART I.    FINANCIAL INFORMATION:
 
     
Item 1.
Financial Statements
 
     
 
Condensed Consolidated Balance Sheets May 27, 2012 and August 28, 2011 (Unaudited)
3
     
 
Condensed Consolidated Statements of Operations Thirteen and Thirty-nine weeks ended May 27, 2012 and May 29, 2011 (Unaudited)
4
     
  Condensed Consolidated Statements of Cash Flows  Thirty-nine weeks ended May 27, 2012 and May 29, 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
     
PART II.  OTHER INFORMATION:
 
     
Item 1A.
Risk Factors
11
     
Item 6.
Exhibits
11
     
Signatures
11
 
 
 
2

 
 
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
   
May 27,
    August 28,  
    2012     2011  
Assets
           
             
Current Assets:
           
Cash and cash equivalents
  $ 1,078,519     $ 2,920,078  
Accounts receivable
    5,229,608       3,292,227  
Inventories
    2,821,303       2,016,325  
Prepaid and other current assets
    842,241       227,239  
Deferred tax assets
    157,337       254,439  
Total Current Assets
    10,129,008       8,710,308  
                 
Property, Plant and Equipment – Net
    8,467,139       7,078,061  
                 
Goodwill and other assets, net
    2,368,452       2,368,452  
                 
     $ 20,964,599       $ 18,156,821  
                 
Liabilities and Stockholders’ Equity
               
                 
Current Liabilities:
               
Trade accounts payable
  $ 2,101,684     $ 1,302,958  
Accrued compensation and employee withholdings
    681,939       1,018,665  
Other accrued expenses
    326,934       116,609  
Current portion of long-term debt
    1,231,833       989,191  
Total Current Liabilities
    4,342,390       3,427,423  
                 
Long-term debt, less current portion
    4,801,971       3,935,712  
                 
Deferred tax liabilities
    691,222       308,061  
                 
Stockholders’ Equity:
               
Common stock, par value $.10 a share; authorized 10,000,000 shares; issued and outstanding 2,905,033 and 2,889,567 shares, respectively
    290,503       288,957  
Capital in excess of par value
    3,255,520       3,149,674  
Deferred compensation
    (270,765 )     (275,106 )
Retained earnings
    7,853,758       7,322,100  
Total Stockholders’ Equity
    11,129,016       10,485,625  
     $ 20,964,599      $ 18,156,821  
 
 
See notes to condensed consolidated financial statements.
 
 
3

 
 
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
    13 weeks ended    
39 weeks ended
 
    May 27,     May 29,     May 27,    
May 29,
 
    2012     2011     2012    
2011
 
                               
Net sales
  $ 9,482,749     $ 6,531,996     $ 22,490,669     $ 17,742,134  
                                 
Cost of products sold
    7,560,784       5,065,735       18,593,765       14,679,308  
                                 
Gross margin
    1,921,965       1,466,261       3,896,904       3,062,826  
                                 
Selling and administrative expense
    909,427       773,581       2,310,269       1,973,748  
Interest and other income
    (932 )     (2,442 )     (13,651 )     (8,366 )
Interest expense
    79,698       74,726       235,345       223,632  
Income before income taxes
    933,772       620,396       1,364,941       873,812  
                                 
Income taxes
    336,158       223,343       491,379       314,573  
                                 
Net income
  $ 597,614     $ 397,053     $ 873,562     $ 559,239  
                                 
Basic earnings per share
  $ .21     $ .14     $ .31     $ .20  
                                 
Diluted earnings per share
  $ .21     $ .14     $ .30     $ .19  
                                 
Cash dividend per share
  $ .04     $ .04     $ .12     $ .12  
                                 
Weighted average number of common shares outstanding, basic
    2,854,266       2,835,424       2,846,655       2,822,754  
                                 
Weighted average number of common shares outstanding, diluted
    2,906,625       2,877,819       2,899,563       2,870,263  

 
See notes to condensed consolidated financial statements.
 
 
4

 
 
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
39 weeks ended
 
   
May 27,
   
May 29,
 
   
2012
    2011  
             
Cash Flows From Operating Activities:
           
Net income
  $ 873,562     $ 559,239  
Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:
               
Depreciation
    1,063,923       870,259  
Net tax benefits related to share-based compensation
    -       ( 21,901 )
Deferred taxes
    484,717       326,211  
Stock option compensation expense
    147,544       156,576  
Changes in assets and liabilities:
               
(Increase) decrease in accounts receivable
    (1,937,381 )     137,333  
Increase in inventories
    ( 804,978 )     ( 132,445 )
Increase in prepaid expenses
    ( 615,002 )     ( 56,554 )
Increase (decrease) in accounts payable and accrued expenses
    632,061       ( 255,605 )
Net cash (used in) provided by operations
    ( 155,554 )     1,583,113  
                 
Cash Flows From Investing Activities:
               
Purchase of property, plant and equipment
    ( 467,080 )     ( 316,081 )
Net cash used in investing activities
    ( 467,080 )     ( 316,081 )
                 
Cash Flows From Financing Activities:
               
Payments of long-term debt
    ( 877,020 )     (1,010,230 )
Issuance of common stock
    -       32,510  
Net tax benefits related to share-based compensation
    -       21,901  
Dividends paid
    ( 341,905 )     ( 338,719 )
Net cash used in financing activities
    (1,218,925 )     (1,294,538 )
                 
Net Decrease In Cash And Cash Equivalents
    (1,841,559 )     ( 27,506 )
                 
Cash And Cash Equivalents At Beginning Of Year
    2,920,078       2,347,113  
                 
Cash And Cash Equivalents At End Of Reporting Period
  $ 1,078,519     $ 2,319,607  
                 
Supplemental cash flow information:
               
Cash paid during the period for:
               
Interest
  $ 235,777     $ 224,137  
Income taxes
  $ 16,978     $ 35,641  
Payroll withholding taxes in cashless stock option exercise
  $ 35,810     $ 56,604  
Non-cash investing and financing activities:
               
Acquisition of machinery through financing
  $ 1,985,921     $ 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 May 27, 2012, the condensed consolidated statements of operations for the thirteen and thirty-nine weeks ended May 27, 2012 and May 29, 2011 and the condensed consolidated statements of cash flows for the thirty-nine 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 2011 annual report to shareholders on Form 10-K.  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 value:

 
   
May 27,
   
August 28,
 
   
2012
   
2011
 
             
Raw material
  $ 977,828     $ 347,829  
WIP
    1,167,808       976,879  
Finished goods
    675,667       691,617  
    $ 2,821,303     $ 2,016,325  
 
 
The Company did not dispose of any significant obsolete inventory during the quarter ended May 27, 2012 and therefore there was no material effect on gross margin from any dispositions.

3.             GOODWILL AND INTANGIBLE ASSETS:

Goodwill and other assets consist of costs resulting from business acquisitions which total $2,368,452 at May 27, 2012 (net of accumulated amortization of $344,812 recorded prior to the adoption of ASC 350 Goodwill and Other Intangible Assets).


4.             DEBT:

 
During the quarter ended May 27, 2012, the Company entered into a long-term financing of approximately $223,548 in connection with the acquisition of machinery and equipment.  The lease carries an interest rate of approximately 4% and matures in 2019.


 
6

 
 
5.             EARNINGS PER SHARE:

The following table sets forth the computation of basic and diluted earnings per share:
 
   
Thirteen weeks ended
   
Thirty-nine weeks ended
 
   
May 27,
   
May 29,
    May 27,    
 May 29,
 
   
2012
   
2011
    2012    
2011
 
Numerator for basic and diluted earnings per share:                        
Net income
  $ 597,614     $ 397,053     $ 873,562     $ 559,239  
                                 
Denominator
                               
Denominator for basic earnings per share – weighted average shares
    2,854,266       2,835,424       2,846,655       2,822,754  
                                 
Effect of dilutive securities:
                               
Employee and non-employee options
    52,359       42,395       52,908       47,509  
                                 
Dilutive common shares Denominator for diluted earnings per share
    2,906,625       2,877,819       2,899,563       2,870,263  
                                 
Basic earnings per share
  $ 0.21     $ 0.14     $ 0.31     $ .20  
                                 
Diluted earnings per share
  $ 0.21     $ 0.14     $ .30     $ 0.19  
 
 
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 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 $9,483,000 for the quarter ending May 27, 2012 compared to $6,532,000 in the same period of the prior year, an increase of 45%.  Year-to-date sales for the first three quarters of fiscal 2012 were $22,491,000 compared to $17,742,000 in the prior year, an increase of 27%.  Sales by product line for the quarter and year-to-date periods are as below:

   
Fiscal Third Quarter Thirteen Weeks Ended
   
Fiscal Third Quarter Year-to-Date Ended
 
         
Percent
         
Percent
   
Dollar
         
Percent
         
Percent
   
Dollar
 
   
May 27,
   
of Total
   
May 29,
   
of Total
   
Percent
   
May 27,
   
of Total
   
May 29,
   
of Total
   
Percent
 
   
2012
   
Sales
   
2011
   
Sales
   
Change
   
2012
   
Sales
   
2011
   
Sales
   
Change
 
 
                                                           
Recreational Vehicles
  $ 5,731,000       60 %   $ 4,145,000       63 %     38 %   $ 13,907,000       62 %   $ 12,041,000       68 %     15 %
Energy
    3,236,000       34 %     1,693,000       26 %     91 %     7,073,000       31 %     3,894,000       22 %     82 %
Aerospace Defense & Other
    516,000       6 %     694,000       11 %     -26 %     1,511,000       7 %     1,807,000       10 %     -16 %
    Total Sales
  $ 9,483,000       100 %   $ 6,532,000       100 %     45 %   $ 22,491,000       100 %   $ 17,742,000       100 %     27 %

 
The Company’s sales from its recreational vehicle market were up 38% for the fiscal 2012 third quarter as compared to the prior year quarter and its year-to-date sales were up 15%.  Sales increases for the fiscal 2012 third quarter and year-to-date arose from increased demand across all product lines from the Company’s largest customer.  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 negative effect from the product line phasing out will cease with the Company’s fiscal 2012 third quarter.
 
 
8

 

Sales from the Company’s energy business for the fiscal 2012 third quarter and year-to-date periods increased by 91% and 82%, respectively.  The Company’s fiscal third quarter’s sales increase was driven in large part by an increase in sales to its shale fracturing business, although sales to the Company’s oilfield equipment industry also increased but to a lesser extent.  Year-to-date sales also increased for the same reasons.

Sales from the Company’s aerospace, defense and other markets decreased year over year in the Company’s fiscal 2012 third quarter by 26%.  Year-to-date sales decreased by 16%.  The bulk of the decrease was attributable to fiscal 2011 sales from a previously announced assembly program.  Sales related to this program in fiscal 2012 have been minimal.  Based on input from its customer, the Company believes that this program is still viable, but it is unclear if or when sales will resume.

Gross margin decreased to 20% for the quarter ending May 27, 2012 versus 22% in the prior year period.  Year-to-date gross margins remained virtually unchanged at 17% of sales.  The decrease in gross margin in the fiscal 2012 third quarter versus the prior year’s third quarter was primarily attributable to the mix of parts sold.  Year-to-date gross margins in both fiscal 2012 and fiscal 2011 were lower than their respective third quarter figures as both fiscal 2012 and 2011 experienced start-up costs in new programs incurred primarily in the first half of each fiscal year.

Selling and administrative expense was $909,000 for the quarter ending May 27, 2012 versus $774,000 in the prior year quarter.  Year-to-date selling and administrative expense of $2,310,000 was $337,000 higher than the comparable prior year period.  The quarterly and year-to-date increases are due primarily to increased payroll and benefit costs and incentive compensation accrued.  Included in selling and administrative expense are non-cash stock option compensation expense costs related to the adoption of Accounting Standard Codification Topic 710Compensation in the amount of $58,000 and $61,000 for the quarters ended May 27, 2012 and May 29, 2011, respectively.  The year-to-date stock option compensation expenses are $148,000 and $157,000 for the periods ended May 27, 2012 and May 29, 2011, respectively.

Interest expense in the third quarter of fiscal 2012 was $80,000 as compared to $75,000 in the prior year quarter.  Year-to-date interest expense for fiscal 2012 was $235,000 versus $224,000 in the prior year.  Interest expense was up slightly due to the higher level of overall debt as a result of equipment additions made in fiscal 2012.

The Company recorded income tax expense at an effective tax rate of 36% for the quarter and year-to-date periods ended May 27, 2012 and May 29, 2011, respectively.  At May 27, 2012, the Company had a $1 million line of credit with its bank that has not been accessed.

Liquidity and Capital Resources

On May 27, 2012 working capital was $5,787,000 as compared to $5,283,000 at August 28, 2011.  The ratio of current assets to current liabilities at May 27, 2012 was 2.33 to 1.0 compared to 2.54 to 1.0 at August 28, 2011.  The increase in working capital came primarily from increases from accounts receivable, inventory and prepaid and other current assets partially offset by a decrease in the level of cash and an increase in current liabilities.  Cash decreased $1.8 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.  The Company’s prepaid and other current assets include approximately $713,000 in deposits made on capital equipment to be purchased.  Subsequent to the end of the fiscal 2012 third quarter, the Company obtained long-term financing on this equipment and the $713,000 was reimbursed to the Company.
 
 
9

 
 
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.  At May 27, 2012, the Company had a $1 million line of credit with its bank that has not been used.

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 May 27, 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 Intenal 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(a) and 15d-14(a) of the Exchange Act.

Exhibit 31.2  Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 5d-14(a) of the Exchange Act

Exhibit 32  Certification 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:  June 26, 2012   /s/ Benjamin T. Rashleger    
   
Benjamin T. Rashleger, President & Chief Executive Officer
 
       
 
Date:  June 26, 2012
  /s/ Paul D. Sheely       
   
Paul D. Sheely, Vice President, Finance & CFO
 
       
       

 
11

                                                                                                                             


                                                                                                                                     

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

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XNAS:WSCI WSI Industries, Inc. Quarterly Report 10-Q Filing - 5/27/2012
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