SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE
ACT OF 1934 For the fiscal year ended August 31, 2003 or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period ended from _________ to _________
Commission File No. 000-00619
WSI INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
MINNESOTA 41-0691607
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
18151 TERRITORIAL ROAD
OSSEO, MINNESOTA 55369
(Address of principal executing offices) (Zip Code)
|
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (763) 428-4308
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK (PAR VALUE $.10 PER SHARE)
(Title of Class)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).
The aggregate market value of the common shares held by non-affiliates of the Registrant on February 21, 2003, the last business day of the Company's most recently completed second quarter was approximately $2,588,000, based upon the closing sale price on that date of $1.05 as reported by the Nasdaq SmallCap System.
Number of shares outstanding of the Company's common stock, par value $.10 per share, as of November 26, 2003 is 2,551,129.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Proxy Statement for the annual meeting of shareholders to be held on January 8, 2004 are incorporated by reference into Part III.
This form 10-K Report consists of 46 pages (including exhibits); the index to the exhibits is set forth on page 12.
PART I
ITEM 1. BUSINESS
WSI Industries, Inc. (the "Company") makes its periodic and current reports available free of charge as soon as reasonably practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission at www.wsci.com.
OVERVIEW
The Company was incorporated in Minnesota in 1950 for the purpose of performing precision contract machining for the aerospace, communication, and industrial markets. The major portion of Company revenues are derived from machining work for the aerospace/avionics industry and recreational vehicles markets.
On February 15, 1999, the Company purchased Taurus Numeric Tool, Inc. ("Taurus"). Taurus is a precision contract machining company that sells primarily to the recreational vehicle and aerospace and avionics markets.
On August 6, 1999, the Company purchased Bowman Tool & Machining, Inc. ("Bowman"). Bowman is a precision contract machining company serving the agriculture and construction industries. On February 22, 2002, the Company completed the asset sale of Bowman Tool & Machining, Inc. to an affiliate of the prior owner.
Contract manufacturing constitutes the Company's entire business.
PRODUCTS AND SERVICES
The Company manufactures metal components in medium to high volumes requiring tolerances as close as one ten-thousandth (.0001) of an inch. These components are manufactured in accordance with customer specifications using materials generally purchased by the Company, but occasionally supplied by the customer.
SALES AND MARKETING
The major markets served by the Company have changed in the past several years because of the Company's decision to sell the Bowman division in fiscal 2002 and concentrate its focus on its Taurus operation. Sales to the agricultural industry were 36% and 21% of total Company sales in fiscal years 2001 and 2002, respectively. Sales to the recreational vehicle market totaled 12%, 37% and 74% in fiscal 2001, 2002 and 2003 respectively. Sales to the aerospace/avionics/defense markets totaled 19%, 17% and 15% in fiscal 2001, 2002 and 2003, respectively. Sales to the construction/power systems market totaled 19% and 10% in fiscal 2001 and 2002, respectively. With the sale of Bowman Tool assets described above, the Company is no longer in the agriculture or construction/power systems markets.
The Company has a reputation as a dependable supplier capable of meeting stringent specifications to produce quality components at high production rates. The Company has demonstrated an ability to develop sophisticated manufacturing processes and controls essential to produce precision and reliability in its products.
SEASONALITY
Seasonal patterns in the Company's business are reflections of the Company's customers seasonal patterns since the Company's business is that of a provider of manufacturing services.
CUSTOMERS
Sales in excess of 10 percent of fiscal 2003 consolidated sales were made to Polaris Industries, Inc. and related entities in the amount of $8,034,000 or 74% of Company revenues.
BACKLOG
Approximate dollar backlog at October 15, 2003, August 25, 2002 and August 26, 2001 was $1,899,000, $2,634,000 and $13,108,000 respectively. Backlog is not deemed to be any more significant for the Company than for other companies engaged in similar businesses. The above backlog amounts are believed to be firm, and no appreciable amount of the backlog as of October 15, 2003 is scheduled for delivery later than during the current fiscal year. The October 15, 2003 backlog date and the end of year August dates for 2002 and 2001 are believed to be comparable. Backlog continues to decrease from year to year as customer order schedules are tighter. The decrease in the level of backlog is not indicative of future yearly sale increases or decreases. In addition a significant portion of the decrease from 2001 to 2002 relates to the sale of the Bowman Tool assets, and the business that they corresponded to, as described in the overview section above.
COMPETITION
Although there are a large number of companies engaged in machining, the Company believes the number of entities with the technical capability and capacity for producing products of the class and in the volumes manufactured by the Company is relatively small. Competition is primarily based on product quality, service, timely delivery, and price.
RESEARCH AND DEVELOPMENT; INTELLECTUAL PROPERTY
No material amount has been spent on company-sponsored research and development activities. Patents and trademarks are not deemed significant to the Company.
EMPLOYEES
At August 31, 2003, the Company had 40 employees, none of whom were subject to a union contract. We consider our relationship with our employees to be good.
FOREIGN AND DOMESTIC OPERATIONS AND EXPORT SALES
The Company has no operations in any foreign country. In 2003, 2002 and 2001, sales to companies in Mexico amounted to $693,000, $1,686,000 and $2,623,000, respectively.
ITEM 2. PROPERTIES
The Company leases a production facility located in Osseo, Minnesota that houses its production and is
also its headquarters. The facility is approximately 28,000 square feet and is leased until February 2004 with an option to renew for an additional year. Monthly rent is approximately $9,600 plus operating expenses and taxes.
The Company considers its manufacturing equipment, facilities, and other physical properties to be suitable and adequate to meet the requirements of its business.
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any material legal proceedings, other than ordinary routine litigation incidental to its business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The common stock of the Company is traded on the Nasdaq SmallCap Market System under the symbol "WSCI."
As of November 10, 2003 there were 521 shareholders of record of the Company's common stock.
The following table sets forth, for the periods indicated, the high and low closing sales price information for our common stock as reported by the Nasdaq SmallCap Market.
Stock Price
--------------------------------
High Low
FISCAL 2003:
First quarter $ 1.58 $ .60
Second quarter 1.30 .90
Third quarter 1.24 .99
Fourth quarter 3.00 1.15
FISCAL 2002:
First quarter $ 2.90 $ 1.00
Second quarter 1.94 .90
Third quarter 2.20 1.25
Fourth quarter 1.50 1.00
|
The Company announced a quarterly dividend program in June 2003 of $.0375 per share. The first dividend was paid August 8, 2003. A second dividend of $.0375 per share was paid November 14, 2003.
The following table sets forth information regarding our equity compensation plans in effect as of August 31, 2003. Each of our equity compensation plans is an "employee benefit plan" as defined by Rule 405 of Regulation C of the Securities Act of 1933.
Securities Authorized for Issuance Under Equity Compensation Plans
Number of shares of common Number of shares of common
stock to be issued upon Weighted-average exercise stock remaining available
exercise of outstanding price of outstanding for future issuance under
Plan category options, warrants and rights options, warrants and rights equity compensation plans(1)
-------------------------- ---------------------------- ---------------------------- ----------------------------
Equity compensation
plans approved by
stockholders:
1987 Option Plan 9,000 $ 3.04 --
1994 Stock Plan 326,000 $ 2.78 102,166
Equity compensation
plans not approved by
stockholders:
None
-------- ------- ---------
Total 335,000 $ 2.79 102,166
|
(1) Excludes shares of common stock listed in the first column.
ITEM 6. SELECTED FINANCIAL DATA
FIVE-YEAR SUMMARY OF OPERATIONS
(In thousands, except for per share information
and financial ratios)
2003 2002 2001 2000 1999
---------- ---------- ---------- ---------- ----------
Net sales $ 10,793 $ 12,948 $ 20,877 32,157 $ 21,550
Cost of products sold 8,704 11,348 17,023 26,746 18,279
---------- ---------- ---------- ---------- ----------
Gross margin 2,089 1,600 3,854 5,411 3,271
Selling and administrative expense 1,412 1,461 2,995 3,217 2,444
Pension curtailment (gain) -- -- -- (353) --
Acquisition related noncompete
and consulting expense 100 290 550 596 134
Goodwill amortization -- -- 337 296 83
Carrying cost of closed facility -- -- 347 214 --
Severance expense -- -- -- 249 --
Fair market value impairment of equipment -- -- 151 -- --
Loss on sale of subsidiary assets -- 2,506 -- -- --
Interest and other income (78) (28) (157) (472) (158)
Interest expense 123 363 821 998 481
---------- ---------- ---------- ---------- ----------
Earnings (loss) from continuing
operations before taxes 532 (2,992) (1,190) 666 287
Income tax expense (benefit) 179 (2,179) 3 27 26
---------- ---------- ---------- ---------- ----------
Net earnings (loss) $ 353 $ (813) $ (1,193) $ 639 $ 261
========== ========== ========== ========== ==========
Basic earnings (loss)
per share $ .14 $ (.33) $ (.48) $ .26 $ .11
========== ========== ========== ========== ==========
Average number of common shares 2,474 2,465 2,465 2,462 2,452
Diluted earnings (loss) share $ .14 $ (.33) $ (.48) $ .25 $ .10
========== ========== ========== ========== ==========
Average number of common
and dilutive potential
common shares 2,486 2,465 2,465 2,535 2,527
Additional information:
Financial Data:
Total plant and equipment additions $ 161 $ 613 $ 513 $ 916 $ 1,238
Long-term debt 648 1,398 4,111 9,601 10,666
Total assets 9,174 9,799 16,338 23,432 24,525
Cash flow from operations 1,123 (77) 2,634 1,961 2,641
Stockholders' equity 7,392 6,939 7,752 8,945 8,264
Financial Ratios:
Current ratio 2.89:1 2.23:1 .78:1 1.35:1 1.27:1
Percentage of long term debt to equity 9% 20% 53% 107% 129%
Book value per basic common share $ 2.90 $ 2.81 $ 3.14 $ 3.63 $ 3.37
|
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
CRITICAL ACCOUNTING POLICIES AND ESTIMATES:
Management's Discussion and Analysis of Financial Condition and Results of Operations discusses 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 believe that the estimates, assumptions and judgments involved in the accounting policies described below have the greatest potential impact on our financial statements, so we consider these to be our critical accounting policies. Because of the uncertainty inherent in these matters, actual results could differ from the estimates we used in applying the critical accounting policies. Within the context of these critical accounting policies, we are not currently aware of any reasonably likely event that would result in materially different amounts being reported.
Allowance for Excess and Obsolete Inventory:
Inventories, which are composed of raw materials, work in process and finished goods, are valued at the lower of cost or market. On a periodic basis, the Company analyzes the level of inventory on hand, its cost in relation to market value and estimated customer requirements to determine whether write-downs for excess or obsolete inventory are required. Actual customer requirements in any future periods are inherently uncertain and thus may differ from our estimates. If actual or expected requirements were significantly greater or lower than the established reserves, we would record a reduction or increase to the obsolescence allowance in the period in which we made such a determination.
Goodwill Impairment:
The Company evaluates the valuation of its goodwill according to the provisions of SFAS 142 to determine if the current value of goodwill has been impaired. To do this the Company determines the discounted present value of anticipated cash flows based on anticipated results of operations for the coming years. If we have changes in events or circumstances, including reductions in anticipated cash flows generated by our operations, goodwill could become impaired which would result in a charge to earnings.
Deferred Taxes:
The Company accounts for income taxes using the liability method. Deferred income taxes are provided for temporary difference between the financial reporting and tax bases of assets and liabilities. A valuation allowance would be set up should the realization of any deferred taxes become less likely than not to occur. The valuation allowance is analyzed periodically by the Company and may result in income tax expense different than statutory rates.
LIQUIDITY AND CAPITAL RESOURCES:
The Company's net working capital at the end of fiscal 2003 was $2,139,000 as compared to $1,791,000 at the end of fiscal 2002. The improvement was due in large measure to the Company generating $1.1 million in cash in fiscal 2003, and using those funds to pay down debt. The ratio of current assets to current liabilities improved to 2.89 to 1.0 from 2.23 to 1.0 in the prior year.
In fiscal 2002, the Company's cash provided from operations was a negative $77,000, but included in that total were Bowman accounts payable and accrued liabilities of $629,000 that were retained as part of the asset sale described in the next paragraph. Excluding those payments, the Company would have generated $552,000 of cash from operations in fiscal 2002. Cash provided from operations was $2.6 million in fiscal 2001.
As discussed in Item 1, the Company completed the asset sale of Bowman Tool & Machining, Inc. on February 22, 2002. As a result of this transaction in fiscal 2002, the Company received approximately $3.1 million in cash, along with the buyer assuming another $3.4 million in long-term debt consisting of capital leases. The Company used $850,000 of the cash received to payoff its term note facility with its bank. The Company also used approximately $629,000 of its cash received to pay accounts payable and accrued liabilities retained as part of the sale.
Additions to property, plant and equipment were $161,000 in fiscal 2003 compared to $613,000 in 2002 and $513,000 in 2001. These amounts included $607,000 and $323,000 of machinery acquired through capital leases in 2002 and 2001, respectively. The major 2003 capital expenditures consisted of the acquisition of new production equipment.
Proceeds from the sale of equipment amounted to $3,600 and $4,400 in fiscal 2003 and 2002, respectively. In fiscal 2001, the Company sold its building in Long Lake, Minnesota for $2.4 million.
The Company obtained a new revolving line credit agreement during fiscal 2003 with a bank. Under the agreement, the Company can borrow up to $1 million depending on the level of accounts receivable and raw material. The agreement expires in December 2003 and has never been accessed.
The Company's total debt was $844,000 at August 31, 2003 that consisted of capital lease obligations secured by production equipment. In fiscal 2003, the Company elected to payoff its seller subordinated note early. In connection with the prepayment, the Company received a $28,000 discount from the note holder. Current maturities of long-term debt consist of $196,000 due on capital leases. It is managements' belief that internally generated funds will be sufficient to enable the Company to meet its financial requirements during fiscal 2004, even if the Company does not renew its revolving line of credit. However, the Company intends on pursuing a renewal of the line.
RESULTS OF OPERATIONS:
Net sales in fiscal 2003 were $10.8 million which is a decrease of $2.2 million or 17% from fiscal 2002. The primary reason for the decrease was the asset sale of Bowman Tool in February 2002, and thus the inclusion of a half-year of Bowman sales in 2002 operations. Year-on-year sales for Taurus Numeric Tool (the remaining subsidiary of WSI) increased 28% in fiscal 2003 from approximately $8.4 million in fiscal 2002. This increase in sales resulted from increases in volume in the recreational vehicle market offset by the decline in sales from the aerospace and avionics market.
Net sales in fiscal 2002 were $12.9 million which is a decrease of $7.9 million or 38% from fiscal 2001. The primary reason for this was the asset sale of Bowman Tool in February 2002, and thus the inclusion of only a half-year of Bowman sales in 2002 operations. Year-on-year sales for Taurus increased 5% in fiscal 2002 to approximately $8.4 million from $8.0 million in 2001. This increase in sales resulted from the addition of a new product line in the recreational vehicle market offset by the decline in sales from the aerospace and avionics market due to the events of September 11, 2001.
The Company reported net income of $353,000 or $.14 per diluted share in fiscal 2003. The Company reported a net loss in fiscal 2002 of $813,000 or $.33 per share. Included in the 2002 results were recognition of the loss on the sale of the Bowman assets of $2.5 million and an income tax benefit of approximately $2.2 million. Excluding these two items, the Company incurred a loss from operations of $486,000.
Gross margins in fiscal 2003 were 19.4%, an increase of 7.1% over fiscal 2002's margin of 12.3% and .9% over fiscal 2001's margin of 18.5%. The improvement in 2003's margins is largely attributable to increased volume efficiencies. Fiscal 2002 margins were hampered in large measure due to volume inefficiencies related to the softness of the aerospace/avionics markets and, correspondingly, due to the non-aerospace/avionics business consisting of higher material content products. Margins in 2002 were also affected by a $255,000 increase in the Company's inventory obsolescence reserve made in the second quarter due to the softening of the aerospace/avionics business. Margins for the Taurus operation only were 10.5% and 23.0% for 2002 and 2001, respectively, and were affected by the items in the preceding discussion.
Selling and administrative expense of $1.5 million in fiscal 2003 was a decrease of $239,000 from fiscal 2002 and $2.7 million from fiscal 2001. The decrease in selling and administrative expense in fiscal 2003 was due in part to the inclusion in fiscal 2002 of six months of Bowman administrative expense. WSI's selling and administrative costs were also lower in both 2003 and 2002 due to cost containment measures including reductions in wages and benefits, professional services and cost savings due to the consolidation efforts that were a result of the sale of the Bowman Tool subsidiary assets. The Company's fiscal 2003 fourth quarter selling and administrative expense was negatively affected by a $48,000 charge related to an environmental claim relating to an incident that occurred in 1983 involving a subsidiary of the Company that no longer exists. The Company's selling and administrative expense was also lower in 2002 due to the Company's adoption of FAS 142 Goodwill and Intangible Assets as outlined in Note 11 of the financial statements which resulted in a reduction of amortization expense of $337,000 versus 2001.
Interest expense of $123,000 in fiscal 2003 was $240,000 lower than 2002 and $698,000 lower than 2001. The lower expense is a result of overall lower levels of long-term debt.
In 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001 with early adoption permitted for companies with fiscal years beginning after March 15, 2001. The Company adopted the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of fiscal 2002. Effective with the August 27, 2001 adoption of FAS 142, goodwill is no longer amortized but is instead subject to an annual impairment test. The Company has performed its transitional impairment test in conjunction with its adoption of FAS 142 and determined that no charge is warranted. The Company's primary method of estimating goodwill impairment consisted of a discounted cash flow analysis based on the Company's best estimate of future operations, taking into account variations that might occur with different levels of business.
The Company recorded income tax expense of $179,000, or an effective tax rate of 34%, in 2003. The Company maintained its valuation allowance at zero during 2003. The Company recognized an income tax benefit of $2.2 million in fiscal 2002. Prior to 2002, the Company recorded a valuation allowance for the full amount of the deferred tax assets. The valuation allowance was eliminated in 2002 based on the operating results from the fourth quarter and projections for upcoming years that, in the Company's
estimation, would make it more likely than not that it will fully utilize its prior loss carryforwards and tax credits.
See Notes to Consolidated Financial Statements regarding recent accounting standards to be adopted.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, in the letter to shareholders, elsewhere in the Annual Report, in the Company's Form 10-K and 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 which 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. 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. Forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The following risks and uncertainties, as well as others not now anticipated, in some cases have affected, and in the future could affect, the Company's actual results and could cause the Company's actual financial performance to differ materially from that expressed in any forward-looking statement: (i) the Company's ability to obtain additional manufacturing programs and retain current programs; (ii) the loss of significant business from any one of its current customers could have a material adverse effect on the Company; (iii) a significant downturn in the industries in which the Company participates could have an adverse effect on the demand for Company services. In addition, the Company is materially dependent upon one customer that represented 74% of the Company's revenue in fiscal 2003. The loss of this customer or a significant reduction in business from this customer will have a material adverse effect on the Company. The foregoing list should not be construed as exhaustive and 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
See Consolidated Financial Statements section of this Annual Report on Form 10-K beginning on page 15, attached hereto, which consolidated financial statements are incorporated herein by reference.
QUARTERLY EARNINGS SUMMARY (UNAUDITED)
Basic Diluted
Net Gross Net Earnings Earnings
Sales Margin Earnings Per Share Per Share
FISCAL 2003:
First quarter $ 2,434,293 $ 461,463 $ 38,650 $ .02 $ .02
Second quarter 2,359,109 411,835 67,926 .03 .03
Third quarter 3,051,583 615,707 145,942 .06 .06
Fourth quarter 2,947,665 599,675 100,851 .04 .04
FISCAL 2002:
First quarter $ 3,811,208 $ 440,191 $ (247,003) $ (.10) $ (.10)
Second quarter 4,653,168 534,316 (2,748,346) (1.11) (1.11)
Third quarter 2,144,586 271,486 (134,710) (.05) (.05)
Fourth quarter 2,339,106 354,151 2,317,295 .94 .94
|
PART III
Pursuant to General Instruction G (3), the Company omits Part III, Items 10, 11, 12, and 13, as a definitive proxy statement will be filed with the Commission pursuant to Regulation 14(a) within 120 days after August 31, 2003 and such information required by such items is incorporated herein by reference from the proxy statement.
ITEM 14. CONTROLS AND PROCEDURES:
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
The Company's Chief Executive Officer, Michael J. Pudil, and Chief Financial Officer, Paul D. Sheely, have evaluated the Company's disclosure controls and procedures as of the end of the period covered by this report. Based upon that review, they have concluded that these controls and procedures are effective in ensuring that material information related to the Company is made known to them by others within the Company.
CHANGES IN INTERNAL CONTROLS
There have been no significant changes in internal control 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.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Documents filed as part of this report.
1. Consolidated Financial Statements: Reference is made to the Index to Consolidated Financial Statements (page 15) hereinafter contained for all Consolidated Financial Statements.
2. Financial Statement Schedules:
Schedule II - Valuation and Qualifying Accounts - page 30 Schedules not listed above have been omitted, because they are either not applicable or not material, or the required information is included in the financial statements or related notes.
3. Exhibits.
Exhibit
No. Description
------- --------------------------------------------
3.1 Articles of Incorporation as amended,
incorporated by reference from Exhibit 3 of
the Registrant's Form 10-Q for the quarter
ended November 29, 1998.
3.2 Bylaws, as amended - incorporated by
reference from Exhibit 3.2 of the
Registrant's Form 10-K for the year ended
August 25, 2002.
10.1 1987 Stock Option Plan, incorporated by
reference from Exhibit 10.4 of the
Registrant's Form 10-K for the fiscal year
ended August 30, 1987.
10.2 Amendment dated August 31, 1989 to the 1987
Stock Option Plan, incorporated by reference
from Exhibit 10.5 of the Registrant's Form
10-K for the fiscal year ended August 27,
1989.
10.3 Washington Scientific Industries, Inc. 1994
Stock Plan, incorporated by reference from
Exhibit 4.1 of the Registrant's Form S-8 as
registered on May 14, 1999.
10.4 Employment Agreement between Michael J.
Pudil and Registrant dated November 4, 1993,
is incorporated by reference from Exhibit
10.4 of Registrant's Form 10K for the fiscal
year ended August 28, 1994.
10.5 Amendment dated January 9, 1997 to the
employment agreement between the Registrant
and Michael J. Pudil incorporated by
reference from Exhibit 10 of the
Registrant's Form 10-Q for the quarter ended
February 23, 1997.
|
10.6 Lease Agreement dated February 15, 1999
between Taurus Numeric Tool, Inc. and Rodney
and Reba Winter as included in the Stock
Purchase Agreement between Rodney Winter and
the Registrant, incorporated by reference
from Exhibit 2.1 of Form 8-K filed February
28,1999.
10.7 Employment (change in control) Agreement
between Michael J. Pudil and Registrant
dated January 11, 2001 incorporated by
reference from Exhibit 10.1 of the
Registrant's Form 10-Q for the quarter ended
May 27, 2001.
10.8 Employment (change in control) Agreement
between Paul D. Sheely and Registrant dated
January 11, 2001 incorporated by reference
from Exhibit 10.2 of the Registrant's Form
10-Q for the quarter ended May 27, 2001.
10.9 Amendment No. 1 to Employment (change in
control) Agreement between Michael J. Pudil
and Registrant dated November 1, 2002.
Incorporated by reference from Exhibit 10.10
of the Registrant's Form 10-K for the year
ended August 25, 2002.
10.10 Amendment No. 1 to Employment (change in
control) Agreement between Paul D. Sheely
and Registrant dated November 1, 2002.
Incorporated by reference from Exhibit 10.11
of the Registrant's Form 10-K for the year
ended August 25, 2002.
10.11 Board of Directors Retirement Program dated
June 25, 1982. Incorporated by reference
from Exhibit 10.12 of the Registrant's Form
10-K for the year ended August 25, 2002.
14.1 Code of Ethics & Business Conduct adopted by
the Company on October 29, 2003.
23.1 Consent of Schechter Dokken Kanter Andrews &
Selcer Ltd.
23.2 Consent of Ernst & Young LLP.
31.1 Certification of Chief Executive Officer
pursuant to Rules 13a-14 and 15d-14 of the
Exchange Act.
31.2 Certification of Chief Financial Officer
pursuant to Rules 13a-14 and 15d-14 of the
Exchange Act.
32.1 Certificate pursuant to 18 U.S.C. Section
1350.
(b) Reports of Form 8-K.
|
During the last quarter of the period covered by this report, the Company filed a Form 8-K dated June 27, 2003 reporting its third quarter earnings.
SIGNATURES
Pursuant to the requirements of Section 13 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.
BY: /s/ Michael J. Pudil
-------------------------------------------
Michael J. Pudil, President and
Chief Executive Officer
BY: /s/ Paul D. Sheely
-------------------------------------------
Paul D. Sheely
Vice President and Treasurer
DATE: November 26, 2003
|
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael J. Pudil President, Chief Executive Officer, November 26, 2003
-------------------------------------------- Director
Michael J. Pudil
/s/ Paul Baszucki Director November 26, 2003
--------------------------------------------
Paul Baszucki
/s/ Melvin L. Katten Director November 26, 2003
--------------------------------------------
Melvin L. Katten
/s/ George J. Martin Director November 26, 2003
--------------------------------------------
George J. Martin
/s/ Eugene J. Mora Director November 26, 2003
--------------------------------------------
Eugene J. Mora
/s/ Michael N. Taglich Chairman of the Board, Director November 26, 2003
--------------------------------------------
Michael N. Taglich
|
INDEX TO
CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
PAGE
----
CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Auditors 16
Consolidated Balance Sheets - August 31, 2003 and August 25, 2002 17
Consolidated Statements of Income - Years Ended August 31, 2003,
August 25, 2002 and August 26, 2001 18
Consolidated Statements of Stockholders' Equity - Years Ended
August 31, 2003, August 25, 2002 and August 26, 2001 19
Consolidated Statements of Cash Flows - Years Ended August 31, 2003,
August 25, 2002 and August 26, 2001 20
Notes to Consolidated Financial Statements 21
SCHEDULE
Schedule II - Valuation and Qualifying Accounts 30
|
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
WSI Industries, Inc.
Osseo, Minnesota
We have audited the consolidated balance sheets of WSI Industries, Inc. and Subsidiaries as of August 31, 2003 and August 25, 2002 and the related consolidated statements of income, stockholders' equity and cash flows for the years then ended. Our audits also included the financial statement schedule listed in the Index at Item 15 (a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits. The financial statements of WSI Industries, Inc. and Subsidiaries and the related financial statement schedule as of August 26, 2001, were audited by other auditors whose report dated October 12, 2001, expressed an unqualified opinion on those financial statements and an unqualified opinion on the financial statement schedule, when considered in relation to the basic financial statements taken as a whole.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the 2003 and 2002 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of WSI Industries, Inc. and Subsidiaries as of August 31, 2003 and August 25, 2002, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the 2003 related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
/s/ Schechter Dokken Kanter
Andrews & Selcer Ltd
Minneapolis, Minnesota
October 9, 2003
|
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
2003 2002
------------ ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 891,218 $ 1,115,922
Accounts receivable, less allowance for doubtful
accounts of $10,735 and $10,753, respectively 1,530,811 1,154,587
Net Inventories (Note 3) 606,262 763,323
Prepaid and other current assets 75,747 33,990
Deferred tax assets (Note 7) 169,387 184,925
------------ ------------
Total current assets 3,273,425 3,252,747
PROPERTY, PLANT, AND EQUIPMENT, AT COST (NOTE 5):
Machinery and equipment 5,737,237 5,807,136
Less accumulated depreciation (4,018,638) (3,605,444)
------------ ------------
Total property, plant, and equipment 1,718,599 2,201,692
DEFERRED TAX ASSETS (NOTE 7) 1,813,270 1,976,254
INTANGIBLE ASSETS (NOTE 11):
Goodwill and related acquisition costs net of
accumulated amortization of $344,812 2,368,452 2,368,452
------------ ------------
$ 9,173,746 $ 9,799,145
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 403,277 $ 465,286
Accrued compensation and employee withholdings 384,857 171,025
Miscellaneous accrued expenses 150,289 90,439
Current portion of long-term debt (Note 4) 195,720 735,143
------------ ------------
Total current liabilities 1,134,143 1,461,893
LONG-TERM DEBT, LESS CURRENT PORTION (NOTE 4) 648,008 1,397,915
COMMITMENTS (Note 5)
STOCKHOLDERS' EQUITY (Note 6):
Common stock, par value $.10 a share; authorized
10,000,000 shares; issued and outstanding
2,551,129 shares and 2,465,229, respectively 255,113 246,523
Capital in excess of par value 1,826,901 1,640,934
Retained earnings 5,309,581 5,051,880
------------ ------------
Total stockholders' equity 7,391,595 6,939,337
------------ ------------
$ 9,173,746 $ 9,799,145
============ ============
|
See notes to consolidated financial statements.
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
2003 2002 2001
--------------- --------------- ---------------
Net sales (Note 9) $ 10,792,650 $ 12,948,068 $ 20,877,181
Cost of products sold 8,703,970 11,347,924 17,022,938
--------------- --------------- ---------------
Gross margin 2,088,680 1,600,144 3,854,243
Selling and administrative expense 1,511,458 1,750,883 4,228,849
Loss (gain) on sale of equipment and building 9,972 -- (123,279)
Fair market value impairment of equipment -- -- 150,859
Loss on sale of subsidiary assets -- 2,505,919 --
Interest and other income (87,984) (27,838) (32,945)
Interest expense 123,343 363,063 820,949
--------------- --------------- ---------------
1,556,789 4,592,027 5,044,433
--------------- --------------- ---------------
Income (loss) before income taxes 531,891 (2,991,883) (1,190,190)
Income tax expense (benefit) (Note 7) 178,522 (2,179,119) 3,000
--------------- --------------- ---------------
Net income (loss) $ 353,369 $ (812,764) $ (1,193,190)
=============== =============== ===============
Basic earnings (loss) per share $ .14 $ (.33) $ (.48)
=============== =============== ===============
Diluted earnings (loss) per share $ .14 $ (.33) $ (.48)
=============== =============== ===============
Weighted average number of common
shares outstanding 2,473,535 2,465,229 2,465,229
=============== =============== ===============
Weighted average number dilutive
common shares outstanding 2,485,961 2,465,229 2,465,229
=============== =============== ===============
|
See notes to consolidated financial statements.
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
COMMON STOCK CAPITAL TOTAL
------------------------------ IN EXCESS RETAINED STOCKHOLDERS'
SHARES AMOUNT OF PAR VALUE EARNINGS EQUITY
------------ ------------ ------------ ------------ -------------
BALANCE AT AUGUST 27, 2000 2,465,229 $ 246,523 $ 1,640,934 $ 7,057,834 $ 8,945,291
Net loss -- -- -- (1,193,190) (1,193,190)
------------ ------------ ------------ ------------ ------------
BALANCE AT AUGUST 26, 2001 2,465,229 $ 246,523 $ 1,640,934 $ 5,864,644 $ 7,752,101
Net loss -- -- -- (812,764) (812,764)
------------ ------------ ------------ ------------ ------------
BALANCE AT AUGUST 25, 2002 2,465,229 $ 246,523 $ 1,640,934 $ 5,051,880 $ 6,939,337
Net earnings -- -- -- 353,369 353,369
Exercise of stock options 100,000 10,000 202,500 -- 212,500
Dividends paid -- -- -- (95,668) (95,668)
Repurchase of shares (14,100) (1,410) (16,533) -- (17,943)
------------ ------------ ------------ ------------ ------------
BALANCE AT AUGUST 31, 2003 2,551,129 $ 255,113 $ 1,826,901 $ 5,309,581 $ 7,391,595
============ ============ ============ ============ ============
|
See notes to consolidated financial statements.
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
2003 2002 2001
--------------- --------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 353,369 $ (812,764) $ (1,193,190)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Loss on sale of subsidiary -- 2,505,919 --
Depreciation 630,222 1,275,688 2,049,356
Amortization -- -- 337,360
Loss (gain) on sale of property, plant, and equipment
and other assets 9,972 1,430 (123,279)
Deferred taxes 178,522 (2,183,419) --
Fair market value impairment of equipment -- -- 150,859
Changes in assets and liabilities:
(Increase) decrease in:
Accounts receivable (376,224) (354,430) 1,934,229
Inventories 157,061 556,964 1,153,931
Prepaid and other current assets (41,757) 58,981 46,327
(Decrease) increase in accounts payable and accrued expenses 211,673 (1,125,698) (1,721,328)
--------------- --------------- ---------------
Net cash provided by (used in) operating activities 1,122,838 (77,329) 2,634,265
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property, plant, and equipment (160,671) (6,689) (189,928)
Proceeds from sale of equipment and other assets 3,570 4,421 2,400,000
Sale of subsidiary -- 3,241,790 --
--------------- --------------- ---------------
Net cash provided by (used in) investing activities (157,101) 3,239,522 2,210,072
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of long-term debt -- -- 5,379,844
Payment of long-term debt (1,289,330) (2,054,563) (10,222,189)
Issuance of common stock 212,500 -- --
Dividends paid (95,668) -- --
Purchase of Company stock (17,943) -- --
--------------- --------------- ---------------
Net cash used in financing activities (1,190,441) (2,054,563) (4,842,345)
--------------- --------------- ---------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (224,704) 1,107,630 1,992
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,115,922 8,292 6,300
--------------- --------------- ---------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 891,218 $ 1,115,922 $ 8,292
=============== =============== ===============
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the year for:
Interest $ 129,226 $ 385,676 $ 846,631
Income taxes 4,300 -- 7,500
Noncash investing and financing activities:
Acquisition of machinery through capital lease -- 606,618 322,671
Acquisition related debt -- -- 340,600
|
See notes to consolidated financial statements.
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description - WSI Industries, Inc. is involved in the precision contract metal machining business primarily serving the recreational vehicle, aerospace/avionics and computer industries.
Fiscal Year - WSI Industries, Inc. and Subsidiaries' (the Company) fiscal years represent a 52- to 53-week period ending the last Sunday in August. Fiscal 2003 consisted of 53 weeks while fiscal 2002 and 2001 each consisted of 52 weeks.
Basis of Presentation - The consolidated financial statements include the accounts of WSI Industries, Inc. and its subsidiaries. All material intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents - Cash and cash equivalents include cash on hand, bank account balances and money market investments including debt obligations issued by the U. S. Government or its agencies and corporate obligations. At times bank balances exceed federally insured limits. Cash equivalents are carried at cost plus accrued interest which approximates fair value.
Inventories - Inventories are stated at the lower of cost (first-in, first-out method) or market. Inventory costs consist of material, direct labor, and manufacturing overhead.
Depreciation - The cost of substantially all equipment is being depreciated using the straight-line method. The estimated useful lives of the assets are as follows:
Machinery and equipment 3 to 10 years Transportation equipment 3 years
The Company evaluates long-term assets on a periodic basis in compliance with Statement of Financial Accounting Standards (SFAS) No. 121, Accounting for the Impairment of Long-lived Assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets carrying amount.
During 2001, the Company determined that some excess equipment was worth less than its net book value. At that time the Company made an adjustment to record the book value of the related equipment down to its estimated fair market value. In 2001, the Company recognized approximately $150,000 in expense related to this impairment. The Company has since disposed of the equipment.
Income Taxes - The Company accounts for income taxes using the liability method. Deferred income taxes are provided for temporary differences between the financial reporting and tax bases of assets and liabilities.
Revenue Recognition - Revenues from sales of product are recorded upon shipment. Credit losses relating to customers have been minimal and within management's expectations. Based on management's evaluation of uncollected accounts receivable at the end of each year, bad debts are
provided for on the allowance method. Accounts are considered delinquent if they are 120 days past due. The Company mitigates its credit risk by performing credit checks and actively pursuing past due accounts.
Use of Estimates - The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Significant estimates made in those financial statements consist of estimates related to the impairment of goodwill as well as to the valuation allowance connected to the deferred tax assets.
Earnings per Share - Basic earnings per share is computed using the weighted average number of common shares outstanding. Diluted earnings per share is computed using the combination of dilutive common share equivalents and the weighted average number of common shares outstanding.
Stock Options - The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, but applies Accounting Principles Board Opinion No. 25 (APB 25) and related interpretation in accounting for its plans. Under APB 25, when the exercise price of employee stock options equals the market price of the underlying stock on the date of grant, no compensation expense is recognized. In fiscal 2003, 184,000 shares of stock options were excluded from the diluted earnings per share computation due to their anti-dilutive effect.
Recently Issued Accounting Standards - In 2001, the FASB issued Statement of Financial Accounting Standards No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets". These standards change the accounting for business combinations by, among other things, prohibiting the prospective use of pooling-of-interests accounting and requiring companies to stop amortizing goodwill and certain intangible assets with an indefinite useful life created by business combinations accounted for using the purchase method of accounting. Instead, goodwill and intangible assets deemed to have an indefinite useful life will be subject to an annual review for impairment. The Company adopted the standards in the first quarter of fiscal 2002.
2. DIVESTITURE
On February 22, 2002, the Company completed the asset sale of one of its subsidiaries, Bowman Tool & Machining, Inc., to W. Bowman Consulting Company, an affiliate of the prior owner of Bowman. The Company received approximately $3.1 million in cash from the sale, with the buyer also assuming another $3.4 million in long-term debt (including capital leases) in exchange for substantially all the assets of Bowman Tool. The buyer also assumed any remaining liabilities associated with amounts due on the non-compete and employment agreements that were a result of the original 1999 Bowman acquisition. The Company retained approximately $629,000 in accounts payable and accrued liabilities that were not part of the sale.
The Company recognized a loss from the sale of Bowman of approximately $2.5 million. The loss consisted of the $6.7 million in cash and debt assumed offset by accounts receivable and inventory purchased of $1.25 million, net book value of property and equipment purchased of $3.8 million, goodwill also of $3.8 million as well as $350,000 of costs associated with closing the deal.
The sale was completed at the close of the last business day of the second quarter of fiscal 2002 so the consolidated statement of operations and cash flows reflect six months of activity for Bowman in fiscal 2002.
3. INVENTORIES
Inventories consist primarily of raw material, work-in-process (WIP) and finished goods. The following table breaks out the values in each category net of the inventory valuation allowances of $422,930 and $517,380 at August 31, 2003 and August 25, 2002, respectively:
August 31, 2003 August 25, 2002
--------------- ---------------
Raw material $ 185,785 $ 135,241
WIP 211,188 285,639
Finished goods 209,289 342,443
--------------- ---------------
$ 606,262 $ 763,323
=============== ===============
|
4. DEBT
Long-term debt consisted of the following:
August 31, 2003 August 25, 2002
--------------- ---------------
Subordinated promissory note -- 1,108,376
Capitalized lease obligations (Note 5) 843,728 1,024,682
--------------- ---------------
843,728 2,133,058
Less current portion 195,720 735,143
--------------- ---------------
Long-term debt $ 648,008 $ 1,397,915
=============== ===============
|
The Company obtained a new revolving credit agreement with a bank during fiscal 2003. 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 January 1, 2004 and has restrictive provisions requiring a minimum net worth and current ratio, and a maximum ratio of debt to tangible net worth. At August 31, 2003, the Company was in compliance with these provisions. Interest on any amounts borrowed under the agreement would be at the bank's base rate (4.0% at August 31, 2003) plus .25%. During fiscal 2003, the Company did not access the line.
In connection with the acquisition of Taurus Numeric Tool, Inc., the Company entered into a Subordinated Promissory Note with the seller of Taurus. The agreement called for quarterly interest payments at 7.75%. The note was due in three equal annual installments commencing February 15, 2002. During fiscal 2003, the company elected to payoff the Note. In connection with the prepayment, the Company negotiated a reduction of the principal due in the amount of $27,700. This amount is included in "Interest and other income" in the Consolidated Statements of Income.
5. COMMITMENTS
Leases - Included in the consolidated balance sheet at August 31, 2003 are cost and accumulated depreciation on equipment subject to capitalized leases of $1,788,730 and $1,053,719 respectively. At August 25, 2002, the amounts were $1,788,730 and $857,614, respectively. As described in Note 2, the purchaser of Bowman Tool assumed capital leases with a present value of net minimum payment of $1.5 million.
The present value of the net minimum payments on capital leases as of August 31, 2003 is as follows:
Fiscal years ending August:
2004 $ 253,935
2005 240,268
2006 171,936
2007 171,935
2008 152,221
Thereafter 18,436
------------
Total minimum lease payments 1,008,731
Less amount representing interest 165,003
------------
Present value of net minimum lease payments 843,728
Current portion 195,720
------------
Capital lease obligation, less current portion $ 648,008
============
|
The Company leases its Taurus facility under an operating lease that expires in February 2004 with a monthly base rent of $9,640. Operating expenses and real estate taxes are paid by the Company.
The Company also leases a storage facility under an operating lease that expires in May 2004 with a monthly rent of $2,013.
Future minimum lease payments for operating leases are:
Fiscal years ending August:
2004 $ 71,383
------------
Total minimum lease payments $ 71,383
============
|
Rent expense of approximately $144,000, $286,000 and $437,000 have been charged to operations for the years ended August 31, 2003, August 25, 2002 and August 26, 2001, respectively.
6. STOCK OPTIONS
Stock Options - In fiscal 1988, the 1987 stock option plan was approved and 175,000 shares of common stock were reserved for granting of options to officers, key employees, and directors. No shares remain available for grant from this plan since the term of grant is limited to ten years from the date of the plan.
In fiscal 1995, the 1994 stock option plan was approved and 250,000 shares of common stock were reserved for granting of options to officers, key employees, and directors. During fiscal 1999, the plan was amended to reserve an additional 200,000 shares. At August 31, 2003, 102,166 shares remained reserved and available for grant under the plan.
Option transactions during the three years ended August 31, 2003 are summarized as follows:
1987 Stock 1994 Stock
Option Plan Option Plan
----------------------------------- -----------------------------------
Average Average
Shares Price Shares Price
------------ ------------ ------------ ------------
Outstanding at August 27, 2000 118,000 2.26 291,500 4.71
Granted 59,000 2.97
Lapsed (9,000) 2.60 (34,000) 4.23
------------ ------------
Outstanding at August 26, 2001 109,000 2.20 316,500 4.44
------------ ------------
Granted -- 103,000 1.43
Lapsed or Cancelled -- (97,500) 5.04
------------ ------------
Outstanding at August 25, 2002 109,000 2.20 322,000 3.30
------------ ------------
Granted -- 58,000 1.22
Lapsed -- (54,000) 4.46
Exercised (100,000) 2.13 --
------------ ------------ ------------ ------------
Outstanding at August 31, 2003 9,000 $ 3.04 326,000 $ 2.78
============ ============ ============ ============
|
The following pro forma information has been determined as if the Company had accounted for its stock options under the fair value method of SFAS 123. The fair value for these options was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions for grants issued during fiscal 2003, fiscal 2002 and fiscal 2001 as set forth in the table below. The estimated fair value of the options is amortized to expense over the options' vesting period.
2003 2002 2001
---------- ---------- ----------
Dividend yield 5% None None
Expected volatility 77.47% 60.9% 55.7%
Risk free interest rate 3.25%-4.4% 3%-4% 5.5%
Expected term 5-10 years 5-10 years 10 years
|
The Company's net income and income per share would be adjusted to the pro forma amounts as follows:
Years ended
-----------------------------------------------------------------
August 31, 2003 August 25, 2002 August 26, 2001
--------------- --------------- ---------------
Net Income (loss):
As reported $ 353,369 $ (812,764) $ (1,193,190)
Less: Total Stock based compensation
expense determined under fair value
based method for all awards (33,287) (94,685) (224,524)
-------------- -------------- --------------
Pro forma $ 320,082 $ (907,449) $ (1,417,714)
Income (loss) per basic common share:
As reported $ .14 $ (.33) $ (.48)
Pro forma $ .13 $ (.37) $ (.58)
Income per diluted common share:
As reported $ .14 $ (.33) $ (.48)
Pro forma $ .13 $ (.37) $ (.58)
|
As of August 31, 2003, there were 151,000 options outstanding with exercise prices between $1.22 and $1.44, 47,000 options outstanding with exercise prices between $2.00 and $2.94, 56,000 shares with exercise prices between $3.00 and $3.88 and 81,000 options outstanding with exercise prices between $4.13 and $5.50. At August 31, 2003, outstanding options had a weighted-average remaining contractual life of 5 years.
The numbers of options exercisable as of August 31, 2003, August 25, 2002 and August 26, 2001 were 270,000, 354,000 and 348,500, respectively, at weighted average share prices of $3.11, $3.28, and $3.88 per share, respectively.
7. INCOME TAXES
Income tax expense (benefit) consisted of the following:
Years Ended
------------------------------------------------------------------
August 31, August 25, August 26,
2003 2002 2001
--------------- --------------- ---------------
Currently payable:
Federal $ -- $ -- $ --
State -- 4,300 3,000
--------------- --------------- ---------------
-- 4,300 3,000
Deferred:
Federal 167,437 (2,090,861) --
State 11,085 (92,558) --
--------------- --------------- ---------------
Total $ 178,522 $ (2,179,119) $ 3,000
=============== =============== ===============
|
A reconciliation of the federal income tax provision at the statutory rate with actual taxes provided on (loss) earnings from continuing operations is as follows:
Years Ended
-------------------------------------------------
August 31, August 25, August 26,
2003 2002 2001
---------- ---------- ----------
Ordinary federal income tax statutory rate 34.0% (35.0%) (35.0%)
Limitation on (utilization of) tax assets -- 35.0 35.0
Change in valuation allowance -- (72.2) --
State income taxes net of federal tax effect 2.1 (2.1) (2.1)
Other (2.5) 1.5 2.4
-------- -------- --------
Taxes provided 33.6% (72.8)% .3%
======== ======== ========
|
Deferred income taxes are provided for the temporary differences between the financial reporting and tax bases of the Company's assets and liabilities. Temporary differences, net operating loss carryforwards, and valuation allowances comprising the net deferred taxes on the balance sheet are as follows:
August 31, 2003 August 25, 2002
--------------- ---------------
DEFERRED TAX ASSETS
Accrued liabilities $ 10,414 $ 8,388
Inventory valuation accruals 143,796 175,909
Net operating loss carryforwards 1,497,073 1,633,467
Tax credit carryforwards 576,638 576,638
Other 140,382 95,613
------------ ------------
2,368,303 2,490,015
DEFERRED TAX LIABILITIES
Tax depreciation and amortization greater than book
385,646 328,836
------------ ------------
Net deferred tax assets 1,982,657 2,161,179
Valuation allowance -- --
------------ ------------
Net Deferred Tax Asset $ 1,982,657 $ 2,161,179
============ ============
|
The valuation allowance for net deferred tax assets was eliminated in 2002. The elimination was based on improved operating results in the fourth quarter of 2002, as well as projected operating results for 2003 and beyond. Correspondingly, the Company determined that it was more likely than not that it will be able to generate taxable income in the future to offset these deductions and carryforwards.
As of August 31, 2003, the Company had federal net operating loss carryforwards of approximately $4,180,000 expiring in 2009-2022. Also as of August 31, 2003, the Company had $525,000 in federal alternative minimum tax (AMT) credit carryforward and approximately $46,000 in other credit carryforward. The AMT credits are available to offset future tax liabilities only to the extent that the Company has regular tax liabilities in excess of AMT tax liabilities.
8. EMPLOYEE BENEFITS
The Company maintains a 401(k) profit sharing and retirement savings plan that all employees are eligible to participate in. Contributions charged to operations for fiscal 2003, 2002, and 2001, were $78,822, $102,233 and $151,383, respectively.
9. INFORMATION CONCERNING SALES TO MAJOR CUSTOMERS
The Company had sales to three customers which exceeded 10 percent of total sales during any one of fiscal years 2003, 2002 or 2001 as listed below:
Fiscal Year Sales
----------------------------------------------------------------------
Customer 2003 2002 2001
-------- ------------ ------------- -------------
#1 $ 8,034,000 $ 4,782,000 $ 2,510,000
#2 - 4,119,000 11,493,000
#3 950,000 1,314,000 2,265,000
|
10. EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
2003 2002 2001
--------------- --------------- ---------------
Net Income (Loss) $ 353,369 $ (812,764) $ (1,193,190)
=============== =============== ===============
Denominator for earnings per share:
Weighted average shares;
denominator for basic earnings
per share 2,473,535 2,465,229 2,465,229
Effect of dilutive securities;
employee and nonemployee options 12,426 -- --
--------------- --------------- ---------------
Dilutive common shares;
denominator for diluted earnings
per share 2,485,961 2,465,229 2,465,229
=============== =============== ===============
Basic (loss) income per share $ .14 $ (.33) $ (.48)
=============== =============== ===============
Dilutive income (loss) per share $ .14 $ (.33) $ (.48)
=============== =============== ===============
|
11. GOODWILL AND INTANGIBLE ASSETS
In 2001, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 141, Business Combinations, and No. 142, Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001 with early adoption permitted for companies with fiscal years beginning after March 15, 2001. Under the new rules, goodwill and intangible assets deemed to have indefinite lives will no longer be amortized but will be subject to annual impairment tests in accordance with the statements. Other intangible assets will continue to be amortized over their useful lives.
The Company adopted the new rules on accounting for goodwill and other intangible assets beginning in the first quarter of fiscal 2002. Effective with the August 27, 2001 adoption of FAS 142, goodwill is no longer amortized but is instead subject to an annual impairment test. The company has performed its transitional impairment test in conjunction with the adoption of FAS 142 and determined that no charge is warranted.
Goodwill and other intangible assets resulting from acquisitions of business and the formation of the Company consist of the following:
August 31, 2003 August 25, 2002
--------------- ---------------
Goodwill $ 2,428,264 $ 2,428,264
Less accumulated amortization 308,595 308,595
------------- -------------
$ 2,119,669 $ 2,119,669
============= =============
Other identifiable intangibles:
Organization Costs $ 285,000 $ 285,000
Less accumulated amortization 36,217 36,217
------------- -------------
$ 248,783 $ 248,783
============= =============
|
With the sale of the Bowman assets as described in Note 2, the goodwill and organization costs related to Bowman were eliminated. Goodwill amounted to $3,901,499 with related accumulated amortization of $339,014. Organization costs were $270,000 with related accumulated amortization of $27,779.
With the adoption of FAS 142 the Company ceased amortization of goodwill as of August 27, 2001. The following table presents the results of the Company for all periods presented on a comparable basis:
Years ended
------------------------------------------------------------------
August 31, 2003 August 25, 2002 August 26,2001
--------------- --------------- ---------------
Reported net income (loss) per share $ 353,369 $ (812,764) $ (1,193,190)
Add back amortization -- -- 337,360
--------------- --------------- ---------------
Adjusted net income (loss) per share $ 353,369 $ (812,764) $ (855,830)
=============== =============== ===============
Diluted net income (loss) per share:
Reported net income (loss) $ .14 $ (.33) $ (.48)
Goodwill amortization -- -- .13
--------------- --------------- ---------------
Adjusted net income (loss) per share $ .14 $ (.33) $ (.35)
=============== =============== ===============
|
WSI INDUSTRIES, INC. AND SUBSIDIARIES
BALANCE AT NET ADDITIONS BALANCE AT
BEGINNING CHARGED TO NET END OF
DESCRIPTION OF PERIOD COST AND EXPENSES DEDUCTIONS PERIOD
------------------------------ ---------- ----------------- ---------- ----------
Reserves deducted
from assets to
which it applies:
ALLOWANCE FOR
DOUBTFUL
ACCOUNTS:
Year ended
August 26, 2001 $ 27,500 $ 0 $ 0 $ 27,500
========== ========== ========== ==========
Year ended
August 25, 2002 $ 27,500 $ 0 $ 16,747 $ 10,753
========== ========== ========== ==========
Year ended
August 31, 2003 $ 10,753 $ 0 $ 18 $ 10,735
========== ========== ========== ==========
ALLOWANCE FOR
EXCESS OR
OBSOLETE
INVENTORY:
Year ended
August 26, 2001 $ 131,789 $ 131,583 $ 0 $ 263,372
========== ========== ========== ==========
Year ended
August 25, 2002 $ 263,372 $ 301,327 $ 47,319 $ 517,380
========== ========== ========== ==========
Year ended
August 31, 2003 $ 517,380 $ 0 $ 94,450 $ 422,930
========== ========== ========== ==========
|
EXHIBIT 14.1
WSI INDUSTRIES, INC.
CODE OF ETHICS & BUSINESS CONDUCT
INTRODUCTION
Our Commitment We are committed to conducting our business
lawfully and ethically.
The Code It is not possible to develop a detailed set of
rules, policies or procedures that cover all
circumstances. The best guidelines are individual
integrity, common sense and compliance with law.
This Code of Ethics & Business Conduct (the "Code")
provides a basic guide to assist our management,
employees and others acting on our behalf in
understanding their responsibilities.
Applicability of Code This Code applies to each of our directors,
officers, employees and other representatives. We
will inform our independent distributors, dealers
and agents of the importance of adhering to the
provisions and principles of this Code.
OUR RESPONSIBILITIES FOR HONEST BUSINESS
Ethical Conduct Our reputation for legal and ethical behavior is
one of our most valuable assets. We are all
responsible for safeguarding this important asset.
We have a policy of strict compliance with all
laws, whether federal, state, local or foreign. The
highest standards of moral and ethical behavior are
essential to maintaining our good reputation. We do
not tolerate unethical or dishonest conduct.
Conflicts of Interest We are committed to avoid influences, interests or
relationships that might adversely affect our
business or distort our business judgment. Business
decisions are based upon the best interests of our
company.
While it is not possible to develop a comprehensive
set of rules covering all circumstances, the
following are examples of activities which could be
considered a conflict of interest if undertaken by
directors, officers, employees and other
representatives or members of their household:
- Owning a substantial interest in or providing
services as a director, manager, consultant,
employee or independent contractor to any outside
concern that does business with WSI or is in a
competing business, except with the specific prior
knowledge and consent of the CEO.*
|
- Employees engaging in any outside employment
which is in conflict with an essential
business-related interest or which requires
significant time, attention or energy, except with
the specific prior knowledge and consent of the
CEO.
- Accepting gifts (other than gifts of nominal
value), favors, compensation, loans, excessive
entertainment or other similar activities from our
competitors or from any other company or person
that does business or seeks to do business with
WSI.
- Representing WSI in any transaction with a person
or organization in which directors, officers,
employees and other representatives or members of
their household have a direct or indirect personal
interest or may derive a benefit.
- Competing directly or indirectly with WSI in the
design, manufacture, marketing, purchase or sale of
products or property rights or interests.
- Using or revealing (without proper authorization)
any confidential product information, confidential
financial information or other confidential
information concerning our plans, decisions or
activities, including information which is not
available to the general public and which could be
considered of some importance in a decision whether
to buy or sell our stock or our business partners'
securities.
- Taking advantage of any business opportunity
which would rightfully belong to WSI.
Additional guidelines and more detailed information
regarding some of the above examples can be found
at the "Confidential Information" and "Insider
Trading" sections of this Code.
* Our officers and directors must obtain this
consent from the Audit Committee.
Undue Influence or Bribery It is illegal to pay or receive a bribe intended to
influence business conduct. Use of Company funds or
property to bribe or unduly influence any decision
by a director, officer, employee or agent of
another company or any governmental employee or
official is strictly prohibited.
Gifts Acceptance of gifts, offers of travel, or unusual
hospitality from any person or organization in
connection with any transaction with WSI is not
permitted. It is permissible to receive unsolicited
gifts of nominal value or customary hospitality
from persons or entities doing business with WSI
when it is clear that no intent is being made to
influence or obligate.
|
Business courtesies such as meals, transportation
and entertainment shall be modest in amount and
related to a legitimate purpose. No director,
officer or employee shall provide entertainment,
meals or gratuities to any customer or other
business associate (or group thereof) of the
Company of more than nominal value, or give any
gift to such a person or group, without first
obtaining written approval from the CEO. No
business courtesies shall be given with either an
explicit or implicit understanding to use or
purchase the Company's products.
Company Resources Our telephones, email and mail services are to be
used for Company business. Personal telephone calls
and email should be limited. Employees incurring
business expenses are expected to exercise good
judgment with respect to all expenses. All
employees are expected to determine the most
economical means of obtaining transportation,
lodging, meals, etc. Employees should spend WSI's
money as carefully and judiciously as they would
their own.
|
OUR RESPONSIBILITIES IN OUR MARKETPLACE
Fair Competition and The primary antitrust concerns in our segment of
Antitrust the industry lie in the communications with our
competitors, and business practices with our
customers. Our competitors include anyone in our
geographic markets manufacturing or selling the
same or similar products that we manufacture or
sell. Our customers are companies that purchase our
products.
We are required to comply with antitrust and unfair
competition laws. These laws are complex and vary
considerably from country to country. The following
activities are generally prohibited under these
laws:
- Agreements with competitors that harm customers,
including price fixing and allocations of customers
or contracts.
- Agreements that unduly limit a customer's ability
to sell a product, including establishing the
resale price of a product or service, or
conditioning the sale of products on an agreement
to buy other of our products and services.
- Attempts to monopolize, including pricing a
product below cost in order to eliminate
competition.
- Use of theft, deceit, or subterfuge in order to
obtain information.
- Engaging in illegal kickbacks, tying, refusals to
deal, price discrimination or other illegal
competitive practices.
|
Employees may not discuss information with our
competitors relating to such subjects as projected
sales for any specific product or service, revenues
or expenses, pricing strategies, personnel
situations and other proprietary information.
Employees may not disclose to customers,
confidential information regarding company wide
sales projections or financial information not
available to the general public.
Questions whether particular conduct is appropriate
should be addressed to the CEO.
Sales and Marketing Our goal is to build long-term relationships with
our customers by demonstrating honesty and
integrity. Our marketing and advertising will be
accurate and truthful. Deliberately misleading
messages, or omissions of important fact are never
acceptable.
Product Quality and Safety Compliance with our quality processes and safety
requirements is essential to maintain our valuable
reputation and to meet our own standards of meeting
or exceeding customer expectations.
|
OUR RESPONSIBILITIES TO EMPLOYEES
Respect Our employees make a difference in our performance
as a company. Without dedicated employees, we would
be unable to serve our customers. WSI and its
partners are required to be in compliance with all
requirements of applicable labor laws - including
those regarding occupational health and safety,
equal opportunity employment, sexual harassment,
rates of pay and overtime.
Equal Opportunity We are an equal opportunity employer. We are
committed to providing a work environment that is
free from discrimination and harassment prohibited
by law, whether verbal, physical or visual.
Safety We are committed to complying with Occupational
Safety and Health Administration Requirements
(OSHA) requirements to provide a safe and healthy
work environment. We will promptly correct any
safety problems in the workplace. Employees are
expected to report all accidents to the appropriate
supervisors or management, no matter how slight.
|
OUR RESPONSIBILITY FOR COMPANY INFORMATION
Confidential Information Our success depends upon our ability to maintain
certain information in confidence. That information
includes any non-public information relating to the
Company, our customers and suppliers, or anyone
else who receives information as part of a business
relationship. Non-public information about past
results
|
and anticipated future plans should be protected.
Confidential information should not be disclosed to
anyone outside of the Company or to anyone inside
the Company who does not have a need to know that
information.
We must protect customer information that is
sensitive, private or confidential just as
carefully as our own. Only those who have a need to
know should have access to confidential
information.
Our employees are expected to cooperate with
reasonable requests for information from government
agencies and regulators, and to consult with
management before responding to any non-routine
requests. All information provided must be truthful
and accurate.
Disclosure of Corporate Our financial information is not to be released to
News and Information anyone unless it is included in an externally
published report, or otherwise made generally
available to the public. Questions concerning the
disclosure of confidential information should be
referred to the CEO. Confidential business matters
should never be discussed with representatives of
the media or in any other public forum. All media
inquiries or requests for information from
financial analysts or our shareholders should be
referred to the CEO.
Insider Trading The purchase or sale of our securities (or the
securities of our suppliers) is prohibited for
those who are in possession of material information
which has not been disclosed to the general public.
This rule also applies to family members. Violation
of this policy is also a violation of the law.
Information should generally be regarded as
"material" if there is a likelihood that it would
be considered important by an investor in making a
decision regarding purchasing, selling or holding
the securities. The analysis of whether information
is material requires the consideration of many
factors. Examples might include unreleased sales
and/or earnings figures, projections of future
earnings or losses, news of a pending or proposed
merger or asset purchase, a major new contract or
lawsuit, a change in dividend policies, a change in
management, and news of a significant sale of
assets or the disposition of a subsidiary. Either
positive or negative information may be material.
Disclosure of material inside information to others
who then trade in securities is also prohibited.
The potential penalties apply to those who trade on
the basis of the "tipped" information as well as
those responsible for supplying information (even
if the tipped information is received from, and
supplied to, persons outside of the Company).
|
Our Board of Directors and executive officers must
comply with additional requirements when trading in
our securities. Those requirements include the
avoidance of "short swing" trading and the filing
of periodic reports relating to their trading
activities.
There are no exceptions to this policy and its
violation may result in serious criminal and civil
penalties, in addition to disciplinary action or
discharge.
Personal Investments Transactions that create the appearance that an
individual working for WSI may be improperly
benefiting from his or her relationship with WSI or
violating his or her fiduciary responsibilities
should be avoided. This policy applies equally to
investments by immediate family members.
|
OUR RESPONSIBILITIES FOR ACCURATE BOOKKEEPING
Accurate Records Company books and records shall be properly
maintained and shall accurately reflect all
transactions. No undisclosed or unrecorded funds or
assets shall be established for any purpose. All
contracts under which funds are disbursed shall
accurately state the purposes for which these funds
are paid and shall not be misleading. Our financial
statements and other disclosures shall be full,
fair, accurate, timely and understandable.
Foreign Corrupt Practices We are subject to the Foreign Corrupt Practices Act
Act Requirements of 1977 (the "FCPA"). Our policy is to strictly
comply with the provisions of the FCPA, which
establishes certain accounting requirements and
prohibits the bribery of foreign governmental
officials.
Through the FCPA we are subject to two interrelated
accounting requirements. First, the FCPA requires
that we maintain books, records and accounts which
fairly and accurately reflect our transactions and
dispositions of assets in reasonable detail. This
requirement is designed to improve the accuracy of
our financial records and the audits that represent
the cornerstone of our financial disclosures.
Second, the FCPA requires that we devise and
maintain a system of internal accounting controls
that are sufficient to provide reasonable
assurances that our bookkeeping and accounting
objectives will be attained.
The FCPA also prohibits WSI from directly or
indirectly giving anything of value to foreign
government officials, foreign political parties,
candidates for political office, or any person
where the payment will inure to the benefit of any
of the above parties for the purpose of obtaining
special treatment from a foreign government
official, even if the payment is requested by that
person or organization.
Records Retention We have established and maintain a formal records
retention and disposal policy. You should be aware
of and comply with
|
this policy and understand the procedure for the
retention of business documents.
Never alter or destroy documents or records in
response to an investigation or other lawful
request.
|
OUR RESPONSIBILITIES FOR OUR INTELLECTUAL PROPERTY
Protection of Our We protect our intellectual property by taking
Intellectual Property appropriate steps to protect our proprietary
information.
Intellectual Property Any inventions, designs, discoveries, ideas,
and Your Employment concepts, works of authorship and trade secrets
created during the employment relationship - or
which arise out of an employee's work or are
created using an employer's time, materials or
assets - are owned by the employer. Employees are
expected to cooperate with WSI in documenting our
ownership of all intellectual property developed
during the employment relationship.
Intellectual Property Industrial espionage or acquisition of proprietary
Rights of Others information about other companies or their products
and technology through improper means is strictly
prohibited. Confidential disclosure of trade
secrets of a technical or business nature from an
outside source should be received under the terms
of a written agreement that spells out our
obligations and rights with respect to the use and
protection of the information.
|
WSI INDUSTRIES, INC.
POLICY ON REPORTING AND INVESTIGATING ALLEGATIONS OF
SUSPECTED IMPROPER ACCOUNTING ACTIVITIES
I. INTRODUCTION
WSI Industries, Inc. (the "Company") is committed to compliance with the laws and regulations to which it is subject and to promulgating Company policies and procedures to interpret and apply these laws and regulations. This policy governs reporting and investigation of allegations of suspected Improper Accounting Activities and represents the Company's policy under Section 806 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley") and its procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters under Section 301 of Sarbanes-Oxley.
This policy does not change the employment relationship between the Company and its employees, but clarifies the responsibility for conducting investigations for certain activities under Section 806 of Sarbanes-Oxley. Individual employee complaints regarding terms and conditions of employment will continue to be reviewed under applicable personnel policies. Any allegations of Improper Activities covered under this policy may result in disciplinary charges against an employee. In all instances, the Company retains the prerogative to determine when circumstances warrant an investigation and the appropriate investigative process to be employed.
II. DEFINITIONS
A. PROTECTED DISCLOSURE
Section 806 of Sarbanes-Oxley imposes civil liability on a company that retaliates against any employee who:
1. provides information, causes information to be provided, or otherwise assists an investigation regarding information the employee reasonably believes constitutes wire fraud, mail fraud, bank fraud, or a violation of the new securities fraud statute that is part of Sarbanes-Oxley, of any Securities and Exchange Commission ("SEC") rule or regulation, or of any federal rules relating to fraud against shareholders, with respect to information provided to, or investigations conducted by, among others, "a person with supervisory authority over the employee (or such other person working for the employer who has the authority to investigate, discover, and terminate misconduct)", or
2. files, causes to be filed, testifies, participates in, or otherwise assists in a proceeding filed or about to be filed (with any knowledge of the employer) relating to any of the matters in (1) above.
B. IMPROPER ACTIVITIES/IMPROPER ACCOUNTING ACTIVITIES/IMPROPER SECURITIES ACTIVITIES
Improper Activities include:
1. Wire fraud, mail fraud, bank fraud, any violation under the new securities fraud statute that is part of Sarbanes-Oxley, any violation of an SEC rule or regulation, or federal rules relating to fraud against shareholders.
2. Questionable accounting, internal controls and auditing matters or any fraud whether or not material, that involves management or other employees who have a significant role in internal controls, or any matter which is the result of or relates to a significant internal control deficiency or material weakness in internal controls.
3. Any conduct that is dishonest and unethical, conflicts of interest, and disclosures in SEC reports and other public disclosures that are not full, fair, accurate, timely and understandable.
4. Violations of any other law, rule, regulation or the Company's Code of Ethics & Business Conduct or violation of Nasdaq listing standards.
For the purposes of this policy, Improper Activities described in Paragraphs 1 and 3 above will be referred to as "Improper Securities Activities" and Improper Activities described in Paragraph 2 above will be referred to as "Improper Accounting Activities."
C. WHISTLEBLOWER
A person or entity making a protected disclosure is commonly referred to as a "whistleblower." Whistleblowers may be Company employees (management or staff), applicants for employment, vendors, contractors or the general public. The whistleblower's role is as a reporting party. They are not investigators or finders of fact, nor do they determine the appropriate corrective or remedial action that may be warranted.
D. AUDIT COMMITTEE
The Audit Committee is a committee of the Board of Directors responsible for monitoring the Company's financial accounting and reporting, the system of internal controls by management and the adequacy of auditing relative to these activities. The Company has designated the Audit Committee with the primary responsibility to investigate allegations of suspected Improper Accounting Activities or suspected Improper Activities involving a member of the Board of Directors or an officer of the Company. The Audit committee is designated to receive these reports from employees and non-employees of the Company.
III. REPORTING ALLEGATIONS OF SUSPECTED IMPROPER ACTIVITIES
A. FILING A REPORT
1. Normally, a report by an employee of allegations of a suspected Improper Activity (other than an Improper Accounting Activity) should be made to the reporting employee's immediate Supervisor or to the CEO, except when the alleged Improper Activities involve
a member of the Board of Directors or an officer of the Company, such reports should be made in writing to the Audit Committee, c/o John Lawson, Schechter Dokken Kanter, Suite 1600, 100 Washington Avenue South, Minneapolis, MN 55401 and mark the envelope "Attention: WSI Audit Committee."
Under Section 301 of Sarbanes-Oxley, reports of allegations of suspected Improper Accounting Activities may be made anonymously to the Audit Committee in the same manner as provided above. All reports made to the Audit Committee should be marked "Attention: WSI Audit Committee."
2. Reports by persons who are not Company employees shall be made to the CEO or as provided in paragraph 1 above.
B. ROLE OF THE CHIEF EXECUTIVE OFFICER AND/OR IMMEDIATE SUPERVISOR
1. Managers, administrators and employees in supervisory roles shall report to the CEO any allegations of suspected Improper Activities, whether received as a protected disclosure, reported by their subordinates in the ordinary course of performing their duties, or discovered in the course of performing their own duties.
2. The CEO shall consult with members of the Audit Committee as necessary in fulfilling his/her reporting responsibility and will inform the Audit Committee of all reports made and any actions taken by the CEO to investigate or resolve the matter.
3. The CEO will make a written report to the Audit Committee if the matter alleges an Improper Activity by a director or officer.
4. To the extent possible within the limitations of law and policy and the need to conduct a competent investigation, confidentiality of whistleblower identity and information reported will be maintained.
5. The Company or its legal counsel shall retain reports for five
(5) years after termination of employment of the subject of
the investigation.
C. ROLE OF THE AUDIT COMMITTEE IN INVESTIGATING ALLEGED IMPROPER ACTIVITIES
The Audit Committee shall have the principal responsibility for handling the investigation of matters which may constitute Improper Accounting Activities and for handling the investigation of matters which may constitute Improper Activities involving a director or officer. The responsibilities of the Audit Committee shall include:
1. Completing a preliminary review of the report of Improper Activities.
2. Determining if the report of Improper Activities warrants further action.
3. Determining if there is a conflict or interest or need for additional expertise.
4. Conducting an investigation of the report of Improper Activities. The Audit Committee and/or outside investigators will gather by appropriate means information to establish the facts of the report and shall have access to all Company personnel necessary for conducting such investigation. The Audit Committee has authority to retain and compensate such persons.
5. Preparing an Investigative Report.
6. Assuring that appropriate reporting occurs to the regulatory agencies and others as necessary or as provided by this policy. If criminal activity is detected, consultation with law enforcement authorities will determine the investigation process.
7. Assuring communications and disclosure during the course of the investigation, involving the report of Improper Accounting Activities flows through the Audit Committee, maintaining the confidentiality of the information provided and identity of the whistleblower, any participants and the subject of the investigation to the extent possible.
8. All reports shall be retained for a period of five (5) years by the Company or its legal counsel.
IV. ROLES, RIGHTS AND RESPONSIBILITIES OF WHISTLEBLOWERS
1. Whistleblowers provide initial information related to a reasonable belief that an Improper Activity has occurred. The motivation of a whistleblower is irrelevant to the consideration of the validity of the allegations. However, the intentional filing of a false report, whether orally or in writing, is itself considered an Improper Activity upon which the Company has the right to act.
2. Whistleblowers shall refrain from obtaining evidence for which they do not have a right of access. Improper access may itself be considered an Improper Activity.
3. Whistleblowers must be candid with the CEO, Audit Committee, investigators or others to whom they make a report of Alleged Improper Activities and shall set forth all known information regarding any reported allegations. Persons making a report of alleged Improper Activities should be prepared to be interviewed by investigators.
4. Anonymous whistleblowers must provide sufficient corroborating evidence to justify the commencement of an investigation. An investigation of unspecified wrongdoing or broad allegations will not be undertaken without verifiable evidentiary support. Because investigators are unable to interview anonymous whistleblowers, it may be more difficult to evaluate the credibility of the allegations and therefore, less likely to cause an investigation to be initiated.
5. Whistleblowers are "reporting parties," not investigators. They are not to act on their own in conducting any investigative activities, nor do they have a right to participate in any investigative activities other than as requested by investigators.
6. Protection of a whistleblower's identity will be maintained to the extent possible within the legitimate needs of law and the investigation. Should the whistleblower self-disclose his or her identity, the Company will no longer be obligated to maintain such confidence.
7. A whistleblower's right to protection from retaliation under Section 806 or other state and federal law does not extend immunity for any complicity in the matters that are the subject of the allegations or an ensuing investigation.
8. Whistleblowers must be informed of the disposition of their disclosure, absent overriding legal or public interest reasons or anonymous reports.
V. RETALIATION
Under Section 806, the Company may not retaliate against an employee or make changes in employment in retaliation for engaging in any of the protected reporting actions described in this Whistleblower Policy. An employee shall immediately report any alleged or apparent retaliation to the DHR or another Company official whom the reporting employee may reasonably expect to have either responsibility over the affected area or the authority to review the alleged Improper Activity on behalf of the Company. The Company will promptly investigate claims of retaliation and changes in employment that might constitute retaliation against any employee who has engaged in any of the protected activities and take appropriate disciplinary action.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-75087-33-19650, 33-58565 and 333-78491) of our report dated October 9, 2003, with respect to the consolidated financial statements and schedule of WSI Industries, Inc. included in the Annual Report (Form 10-K) for the year ended August 31, 2003.
/s/ Schechter Dokken Kanter
Andrews & Selcer Ltd
Minneapolis, Minnesota
November 24, 2003
|
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 2-75087- 33-19650, 33-58565 and 333-78491) of our report dated October 12, 2001, with respect to the consolidated financial statements and schedule of WSI Industries, Inc. included in the Annual Report (Form 10-K) for the year ended August 31, 2003.
/s/ ERNST & YOUNG LLP Minneapolis, Minnesota November 25, 2003 |
EXHIBIT 31.1
CERTIFICATION
I, Michael J. Pudil, certify that:
1. I have reviewed this annual report on Form 10-K of WSI Industries Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officer's and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 26, 2003 /s/ Michael J. Pudil
---------------------------
Chief Executive Officer
|
EXHIBIT 31.2
CERTIFICATION
I, Paul D. Sheely, certify that:
1. I have reviewed this annual report on Form 10-K of WSI Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Date: November 26, 2003 /s/ Paul D. Sheely
-------------------------
Chief Financial Officer
|
EXHIBIT 32.1
CERTIFICATION
The undersigned certify pursuant to 18 U.S.C. Section 1350, that:
(1) The accompanying Annual Report on Form 10-K for the period ended August 31, 2003 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the accompanying Annual Report on Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: November 26, 2003 /s/ Michael J. Pudil
---------------------------
Chief Executive Officer
Date: November 26, 2003 /s/ Paul D. Sheely
---------------------------
Chief Financial Officer
|