UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended NOVEMBER 29, 1998 ---------------------------------------------- OR / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------------- ------------------------- Commission File Number 0-619 ------------------------------------ WSI INDUSTRIES, INC. -------------------------------------------------------------------- (Exact name of registrant, as specified in its charter) MINNESOTA 41-0691607 ------------------------------------------------------------------------------- (State or other jurisdiction of (I. R. S. Employer incorporation of organization) Identification No.) LONG LAKE, MINNESOTA 55356 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (612) 473-1271 -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) NOT APPLICABLE --------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ |
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
2,449,800 Common Shares were outstanding as of December 31, 1998.
WSI INDUSTRIES, INC.
AND SUBSIDIARY
INDEX
Page No. -------- PART I. FINANCIAL INFORMATION: Item 1. Financial Statements Consolidated Balance Sheets November 29, 1998 (Unaudited) and August 30, 1998 3 Consolidated Statements of Operations Thirteen weeks ended November 29, 1998 and November 30, 1997 (Unaudited) 4 Consolidated Statements of Cash Flows Thirteen weeks ended November 29, 1998 and November 30, 1997 (Unaudited) 5 Notes to Consolidated Financial Statements (Unaudited) 6, 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8, 9, 10 PART II. OTHER INFORMATION: Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 Signatures 11 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
WSI INDUSTRIES, INC.
AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
NOVEMBER 29, AUGUST 30, 1998 1998 ------------ ---------- ASSETS -------- Current Assets: Cash and cash equivalents $2,616,481 $2,697,104 Accounts receivable 2,498,249 2,852,604 Inventories 970,993 919,418 Prepaid and other current assets 139,128 207,100 ---------- ---------- Total Current Assets 6,224,851 6,676,226 Property, Plant and Equipment -- Net 7,568,605 6,938,508 ----------- ----------- $13,793,456 $13,614,734 ----------- ----------- ----------- ----------- Liabilities and Stockholders' Equity Current Liabilities: Trade accounts payable 1,125,194 1,535,451 Accrued compensation and employee withholdings 382,670 434,582 Miscellaneous accrued expenses 448,110 758,687 Current portion of long-term debt 816,455 708,949 ----------- ----------- Total Current Liabilities 2,772,429 3,437,669 Long-term Debt, less current portion 2,374,739 1,802,072 Long-term Pension Liability 374,397 380,073 Stockholders' Equity: Common stock issued and outstanding, 2,448,800 shares 244,880 244,880 Capital in excess of par value 1,592,515 1,592,515 Retained earnings 6,434,496 6,157,525 ----------- ----------- Total Stockholders' Equity 8,271,891 7,994,920 ----------- ----------- $13,793,456 $13,614,734 ----------- ----------- ----------- ----------- |
See notes to consolidated financial statements.
WSI INDUSTRIES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
13 weeks ended ------------------------------- November 29, November 30, 1998 1997 ------------ ------------ Net sales $5,640,708 $5,313,700 Cost of products sold 4,815,677 4,508,624 ------------ ------------ Gross margin 825,031 805,076 Selling and administrative expense 543,638 526,139 Interest and other income (67,071) (21,456) Interest and other expense 59,692 44,600 ------------ ------------ Earnings from operations before income taxes 288,772 255,793 Income tax expense 11,800 9,000 ------------ ------------ Net earnings $276,972 $246,793 ------------ ------------ ------------ ------------ Basic earnings per share $0.11 $0.10 ------------ ------------ ------------ ------------ Diluted earnings per share $0.11 $0.10 ------------ ------------ ------------ ------------ Weighted average number of common shares outstanding 2,448,800 2,428,980 ------------ ------------ ------------ ------------ Weighted average number of common and dilutive potential common shares 2,552,053 2,544,227 ------------ ------------ ------------ ------------ |
See notes to consolidated financial statements.
WSI INDUSTRIES, INC.
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
13 weeks ended ------------------------------ November 29, November 30, 1998 1997 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $276,972 $246,793 Adjustments to reconcile net earnings to net cash provided by operating activities: Gain on sale of property, plant & equipment (2,605) - Depreciation and amortization 317,990 279,000 (Decrease) in pension liability (5,676) (21,750) Changes in assets and liabilities: (Increase) decrease in accounts receivable 354,355 (168,303) (Increase) in inventories (51,575) (11,709) Decrease in prepaid expenses 67,971 17,901 Increase (decrease) in accounts payable and accrued expenses (769,247) 44,751 ------------ ----------- Net cash provided by operating activities 188,185 386,683 CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of equipment 2,605 - Purchases of property, plant & equipment (89,587) (487,156) ------------ ----------- Net cash provided by (used in) investing activities (86,982) (487,156) CASH FLOWS FROM FINANCING ACTIVITIES: Payments of long-term debt (181,826) 73,077 ------------ ----------- Net cash provided by (used in) financing activities (181,826) 73,077 ------------ ----------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (80,623) (27,396) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 2,697,104 2,847,598 ------------ ----------- CASH AND CASH EQUIVALENTS AT END OF REPORTING PERIOD $2,616,481 $2,820,202 ------------ ----------- ------------ ----------- Supplemental cash flow information: Cash paid during the period for: Interest $59,631 $44,579 Income taxes $6,000 $27,250 Noncash investing and financing activities: Acquisition of machinery through capital lease $858,500 - |
See notes to consolidated financial statements.
WSI INDUSTRIES, INC.
AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated balance sheet as of November 29, 1998, the consolidated statements of operations for the thirteen weeks ended November 29, 1998 and November 30, 1997 and the consolidated statements of cash flows for the thirteen weeks then ended, respectively, have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.
The balance sheet at August 30, 1998, is derived from the audited balance sheet as of that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Therefore, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's 1998 annual report to shareholders. The results of operations for interim periods are not necessarily indicative of the operating results for the full year.
2. EARNINGS PER SHARE
In 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 128 EARNINGS PER SHARE. Statement 128 replaced the previously reported primary and fully diluted earnings per share with basic and diluted earning per share. Unlike primary earnings per share, basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. Diluted earnings per share is very similar to the previously reported fully diluted earnings per share. All earnings per share amounts for all periods have been presented, and where necessary, restated to conform to the Statement 128 requirements.
The following table sets forth the computation of basic and diluted earnings per share:
Thirteen weeks ended ----------------------------- November 29, November 30, 1998 1997 ------------- -------------- Numerator for basic and diluted earnings per share: Net Earnings $ 276,972 $ 246,793 ------------- ------------ ------------- ------------ Denominator: Denominator for basic earnings per share - weighed average shares 2,448,800 2,428,980 Effect of dilutive securities: Employee/and non-employee options 103,253 115,247 ------------- ------------- Dilutive common shares Denominator for diluted earnings per share 2,552,053 2,544,227 ------------- ------------- ------------- ------------- Basic earnings per share $ 0.11 $ 0.10 ------------- ------------- ------------- ------------- Diluted earnings per share $ 0.11 $ 0.10 ------------- ------------- ------------- ------------- |
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
Net sales of $5,641,000 for the quarter ending November 29, 1998 increased $327,000 or 6% from the same period of the prior year. Sales growth resulted from an increase in sales in the recreational vehicle market.
Gross margin remained steady at 15% in comparison to the year ago period. Gross margin is lower than the full year 1998 rate of 18% due primarily to higher depreciation costs and larger than anticipated equipment repair and maintenance expenditures.
Selling and administrative expense was $544,000 in the period as compared to $526,000 in the prior year period. Both period's expenses represented about 10% of sales in their respective years.
Interest and other income was $46,000 higher than the comparable period of the prior year due to increased interest income from a higher average money market investment balance.
Interest and other expense increased $15,000 in the period versus the year prior due to the addition of $859,000 of capital leases.
In the thirteen week period ended November 29, 1998, the Company recorded a tax provision of $11,800 to cover mandatory state income taxes and federal alternative minimum taxes, and was able to recognize the benefit of a portion of its net operating loss carry-forwards. The Company has not recorded the benefit of net operating losses and other net deductible temporary differences in the consolidated statement of operations due to the fact that the Company has not been able to establish that it is more likely than not that the tax benefits will be realized.
LIQUIDITY AND CAPITAL RESOURCES:
On November 29, 1998 working capital was $3,452,000 compared to $3,238,000 at August 30, 1998, an increase of $214,000, due primarily to lower accrued compensation. The ratio of current assets to current liabilities at November 29, 1998 and August 30, 1998 was 2.25 to 1.0 and 1.94 to 1.0, respectively.
Cash provided from operating activities was $188,000 in the current period versus $387,000 in the prior year. The decrease resulted primarily from the level of accounts receivable at the end of each period as compared to the levels at the beginning of each fiscal year.
Long term debt increased $573,000 to $2,375,000 at November 29, 1998 as compared to August 30, 1998. The increase resulted from new machinery and equipment acquired via capital lease during the period.
It is management's belief that its internally generated funds combined with the line of credit will be sufficient to enable the Company to meet its financial requirements during fiscal 1999.
YEAR 2000 COMPLIANCE:
The Year 2000 issue is the result of computer systems that use two digits rather than four to define the applicable year, which may prevent such systems from accurately processing dates ending in the year 2000 and beyond. This could result in computer system failures or disruption of operations, including, but not limited to, an inability to process transactions, to send and receive electronic data, or to engage in routine business and production activities.
The Company has completed its initial assessment of all currently used computer and network systems as well as its precision machining production equipment and has developed a plan to correct those areas that will be affected by the year 2000 issue. The Company's plan includes replacement or upgrades of certain computer hardware and software. The Company will utilize outside vendors to assist in the upgrade of certain computer systems. For its precision machining equipment, the Company has received written assurance from the equipment manufacturers as to year 2000 compliance of their machines. The Company is also developing a limited testing plan that will test the equipment's ability to maintain operations in the year 2000. The Company estimates that it is 75% complete with respect to its major computer systems and 85% complete with respect to its precision machining equipment in its compliance programs. The Company's goal is to be substantially year 2000 compliant by the end of fiscal 1999.
In addition to reviewing its internal systems, the Company has begun formal communications with its significant vendors concerning Year 2000 compliance. There can be no assurance that the systems of other companies that interact with the Company will be sufficiently Year 2000 compliant so as to avoid an adverse impact on the Company's operations, financial condition and results of operations. The Company does not believe that its products involve any material Year 2000 risks.
The Company presently anticipates that the costs associated with addressing the year 2000 issues compliance will not have a material adverse impact on the Company's financial condition, results of operations or liquidity. Present estimated costs for the Company's compliance programs are less than $25,000.
The Company anticipates that it will complete its Year 2000 assessment and compliance programs by the end of fiscal 1999. However, there can be no assurance the Company will be successful in implementing its programs according to the anticipated schedule. In addition, the Company may be adversely affected by the inability of other companies whose systems interact with the Company to become Year 2000 compliant and by potential interruptions of utility, communication or transportation systems as a result of Year 2000 issues.
Although it expects its internal computer and manufacturing systems to be Year 2000 compliant as described above, the Company intends to prepare a contingency plan that will specify what it plans to do if it or important external companies are not Year 2000 compliant in a timely manner. The Company expects to prepare its contingency plan during calendar year 1999.
CAUTIONARY STATEMENT:
Statements included in this Management's Discussion and Analysis of Financial Condition and Results of Operations, in the letter to shareholders, 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 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. 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. The following important factors, among others, 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, principally the agricultural industry, could have an adverse effect on the demand for Company services; (iiii) Year 2000 issues which may result in computer system failures or disruption of operations including engaging in routine business activities. 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.
PART II. OTHER INFORMATION:
Item 5. OTHER INFORMATION
At the Company's annual meeting on January 7, 1999, the shareholders approved a change in the Company's legal name to WSI Industries, Inc. The change was adopted as the general public and the contract machining industry refer to the Company as WSI and Washington Scientific was no longer descriptive of the business. The Company's new CUSIP number is 92932Q 10 2. At the annual meeting the Company also proposed an amendment to the articles of incorporation to authorize "blank check" preferred stock. This item did not receive the necessary shareholder votes for approval.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K:
A. Exhibit 3 Restated Articles of Incorporation
B. Exhibit 27 Financial Data Schedule, Q1, Fiscal 1999
C. There were no reports on Form 8-K for the thirteen weeks ended November 29, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
WSI INDUSTRIES, INC.
Date: January 12, 1999 /s/ Michael J. Pudil ---------------- -------------------------------- Michael J. Pudil, President & CEO Date: January 12, 1999 /s/ Paul D. Sheely ---------------- ----------------------------------- Paul D. Sheely, Vice President & CFO |
Exhibit 3
RESTATED ARTICLES OF INCORPORATION
OF
WSI INDUSTRIES, INC.
1. The name of this corporation shall be WSI Industries, Inc.
2. The purposes of this corporation shall be as follows:
(a) General manufacturing.
(b) To represent other manufacturers.
(c) To engage in research engineering.
(d) To buy, sell, rent or lease or otherwise acquire and dispose of real and personal properties for the conduct of the business of the corporation.
(e) To borrow money for any of the purposes of this corporation, and to issue bonds or notes, or other obligations therefor, either secured or unsecured.
3. The period of the duration of this corporation shall be perpetual.
4. The location and post office address of the registered office of this corporation in Minnesota is 2605 West Wayzata Boulevard, Long Lake, Minnesota.
5. (a) The total authorized number of shares is ten million (10,000,000), all of which shall be common shares of ten cents ($.10) par value each. The common shares of the corporation shall entitle the holder thereof to one vote per share upon all questions coming before the shareholders of the corporation at any shareholder meeting.
(b) The shareholders of this corporation shall have no pre-emptive right to subscribe to any issue of shares of this corporation now or hereafter made.
6. The amount of stated capital of this corporation is One Hundred Three Thousand Four Hundred Eight ($103,408.00) Dollars [as of December 7, 1960].
7. The names and post office addresses and terms of office of the present Board of Directors are as follows [as of December 7, 1960]:
NAME POST OFFICE ADDRESS TERM OF OFFICE William A. Andres 13111 Wayzata Boulevard Until annual meeting Minneapolis, Minnesota Warren G. Christianson Le Center, Minnesota Until annual meeting J. Russell Duncan 130 - 9th Avenue South Until annual meeting Hopkins, Minnesota Frank W. Griswold 1706 Linden Avenue Until annual meeting Minneapolis, Minnesota Eugene W. Kulesh 13111 Wayzata Boulevard Until annual meeting Minneapolis, Minnesota Reginald S. Lanier 13111 Wayzata Boulevard Until annual meeting Minneapolis, Minnesota Earl R. Larson 1010 Midland Bank Building Until annual meeting Minneapolis, Minnesota Laurence D. McCann 115 South Seventh Street Until annual meeting Minneapolis, Minnesota John P. Robinson 133 South Seventh Street Until annual meeting Minneapolis, Minnesota Arnold J. Ryden First National Bank Building Until annual meeting Minneapolis, Minnesota James S. Sidwell 13111 Wayzata Boulevard Until annual meeting Minneapolis, Minnesota |
8. The Board of Directors shall have authority to make and alter the By-Laws of this corporation subject to the power of the shareholders to change or repeal such By-Laws.
9. The holders of a majority of the outstanding shares shall have power to amend the Articles of Incorporation of this corporation or consolidate or merge this corporation with another corporation at any annual meeting of the stockholders or at any special meeting of the stockholders called for that purpose.
10. The Board of this corporation shall have authority to accept or reject subscriptions for shares made after incorporation and may grant rights to convert any securities of this corporation into shares of any class or classes or grant options to purchase or subscribe for shares of any class or classes.
11. No director of this corporation shall be personally liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director except for liability (i) for any breach of the director's duty of loyalty to the corporation or its shareholders; (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; (iii) under Sections 302A.559 or 80A.23 of the Minnesota Statutes; (iv) for any transaction from which the director derived any improper personal benefit; or (v) for any act or omission occurring prior to the date when this provision becomes effective.
The provisions of this Section 11 shall not be deemed to limit or preclude indemnification of a director by the Corporation for any liability of a director which has not been eliminated by the provisions of this Section 11.
If the Minnesota Statutes hereafter are amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of this
Corporation shall be eliminated or limited to the fullest extent permitted by the Minnesota Statutes, as so amended.
ARTICLE 5 |
PERIOD TYPE | 3 MOS |
FISCAL YEAR END | AUG 29 1999 |
PERIOD END | NOV 29 1998 |
CASH | 2,616,481 |
SECURITIES | 0 |
RECEIVABLES | 2,523,249 |
ALLOWANCES | 25,000 |
INVENTORY | 970,993 |
CURRENT ASSETS | 6,224,851 |
PP&E | 24,579,752 |
DEPRECIATION | 17,011,147 |
TOTAL ASSETS | 13,793,456 |
CURRENT LIABILITIES | 2,772,429 |
BONDS | 2,374,739 |
PREFERRED MANDATORY | 0 |
PREFERRED | 0 |
COMMON | 244,880 |
OTHER SE | 8,027,011 |
TOTAL LIABILITY AND EQUITY | 13,793,456 |
SALES | 5,640,708 |
TOTAL REVENUES | 5,640,708 |
CGS | 4,815,677 |
TOTAL COSTS | 4,815,677 |
OTHER EXPENSES | 476,567 |
LOSS PROVISION | 0 |
INTEREST EXPENSE | 59,692 |
INCOME PRETAX | 288,772 |
INCOME TAX | 11,800 |
INCOME CONTINUING | 276,972 |
DISCONTINUED | 0 |
EXTRAORDINARY | 0 |
CHANGES | 0 |
NET INCOME | 276,972 |
EPS PRIMARY | 0.11 |
EPS DILUTED | 0.11 |