UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): January 10, 2019
SCHMITT INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Oregon | 000-23996 | 93-1151989 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
2765 N.W. Nicolai Street Portland, Oregon |
97210-1818 | |
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (503) 227-7908
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On January 10, 2019, Schmitt Industries, Inc. issued a press release entitled Schmitt Industries Announces Second Quarter Fiscal 2019 Operating Results. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information contained in this Current Report shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 | Press release entitled Schmitt Industries Announces Second Quarter Fiscal 2019 Operating Results. |
Forward Looking Statements
This document may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are based upon current expectations, estimates and projections about the Companys business that are based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, general economic conditions and global financial concerns, the volatility of the Companys primary markets, the ability to develop new products to satisfy changes in consumer demands, the intensity of competition, increased pricing pressure from both competitors and customers, the effect on production time and overall costs of products if any of our primary suppliers are lost or if a primary supplier increases the prices of raw materials or components, the ability to ramp up manufacturing to satisfy increasing demand, maintenance of a significant investment in inventories in anticipation of future sales, existing cash levels which may not be sufficient to fund future growth, fluctuations in quarterly and annual operating results, risks associated with operating a global business including risks from international sales, reduction in demand or loss of significant customers, changes in foreign import tariffs and currency fluctuations including the United Kingdoms likely exit from the European Union, ability to reduce operating costs if sales decline, attracting and retaining key management and qualified technical and sales personnel, impact resulting from the actions of activist shareholders, changes in effective tax rates, protection of intellectual property rights and the increased costs due to changes in securities laws and regulations.
For further information regarding risks and uncertainties associated with the Companys business, please refer to Schmitts SEC filings, including, but not limited to, its Forms 10-K, 10-Q and 8-K.
The forward-looking statements in this release speak only as of the date on which they were made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes to this document made by wire services or internet service providers.
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 hereunto duly authorized.
SCHMITT INDUSTRIES, INC. | ||||||
January 10, 2019 | By: | /s/ Ann M Ferguson | ||||
Name: Ann M Ferguson | ||||||
Title: Chief Financial Officer and Treasurer |
Exhibit 99.1
IMMEDIATE NEWS RELEASE
Schmitt Industries Announces Second Quarter Fiscal 2019 Operating Results
January 10, 2019 | NASDAQ: SMIT |
Portland, Oregon Schmitt Industries, Inc. (NASDAQ: SMIT) today announced its operating results for the second quarter of Fiscal 2019.
Highlights of the three and six months ended November 30, 2018:
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Balancer segment sales increased $114,634, or 5.1%, to $2,345,480 for the three months ended November 30, 2018 as compared to $2,230,846 for the three months ended November 30, 2017. Balancer segment sales increased $238,569, or 5.5%, to $4,539,812 for the six months ended November 30, 2018 as compared to $4,301,243 for the six months ended November 30, 2017. |
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Measurement segment sales decreased $382,036, or 24.8%, to $1,157,998 for the three months ended November 30, 2018 as compared to $1,540,034 for the three months ended November 30, 2017. Measurement segment sales decreased $149,166, or 5.8%, to $2,404,119 for the six months ended November 30, 2018 from $2,553,285 for the six months ended November 30, 2017. |
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Within the Measurement segment, Xact monitoring revenues continued to grow, increasing 19.0% for the three months ended November 30, 2018 compared to the three months ended November 30, 2017. Xact monitoring revenues increased 17.0% for the six months ended November 30, 2018 as compared to the same period in the prior year. |
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Operating expenses decreased $37,784, or 2.3%, to $1,587,419 for the three months November 30, 2018 from $1,625,203 for the three months ended November 30, 2017, and decreased $128,985, or 4.1%, to $3,041,019 for the six months ended November 30, 2018 compared to $3,170,004 for the six months ended November 30, 2017. These results include non-recurring 2018 proxy and reorganization expenses of $125,280 and $257,330 incurred during the three-month and six-month periods ended November 30, 2018, respectively, that were not incurred during the same periods in the prior year. |
Summary data for the three months ended November 30, 2018 and 2017:
Three Months Ended November 30, | ||||||||||||||||
2018 | 2017 | Change ($) | Change (%) | |||||||||||||
Total net sales |
$ | 3,503,478 | $ | 3,770,880 | $ | (267,402 | ) | (7.1 | %) | |||||||
Balancer segment |
2,345,480 | 2,230,846 | 114,634 | 5.1 | % | |||||||||||
Measurement segment |
1,157,998 | 1,540,034 | (382,036 | ) | (24.8 | %) | ||||||||||
Gross margin |
38.9 | % | 45.8 | % | ||||||||||||
Operating expenses |
$ | 1,587,419 | $ | 1,625,203 | (37,784 | ) | (2.3 | %) | ||||||||
Net income (loss) |
$ | (255,270 | ) | $ | 103,248 | (358,518 | ) | |||||||||
Net income (loss) per fully diluted share |
$ | (0.06 | ) | $ | 0.03 |
C ORPORATE O FFICE : 2765 NW N ICOLAI ST . P ORTLAND , O REGON 97210 503/227-7908 F AX 503/223-1258
Summary data for the six months ended November 30, 2018 and 2017:
Six Months Ended November 30, | ||||||||||||||||
2018 | 2017 | Change ($) | Change (%) | |||||||||||||
Total net sales |
$ | 6,943,931 | $ | 6,854,528 | $ | 89,403 | 1.3 | % | ||||||||
Balancer segment |
4,539,812 | 4,301,243 | 238,569 | 5.5 | % | |||||||||||
Measurement segment |
2,404,119 | 2,553,285 | (149,166 | ) | (5.8 | %) | ||||||||||
Gross margin |
38.9 | % | 45.6 | % | ||||||||||||
Operating expenses |
$ | 3,041,019 | $ | 3,170,004 | (128,985 | ) | (4.1 | %) | ||||||||
Net income (loss) |
$ | (467,089 | ) | $ | (30,850 | ) | (436,239 | ) | ||||||||
Net income (loss) per fully diluted share |
$ | (0.12 | ) | $ | (0.01 | ) |
Although the Company had a challenging quarter in the Measurement segment due to a customer timing shift in the Xact product line and a tough year-over-year comparison in the Acuity line, the core Balancer segment remained strong. Since taking over on December 1, 2018, the newly appointed management team and Schmitt employees have begun to identify processes and practices with a sole focus on increasing the profitability of the Company commented Michael R. Zapata, Executive Chairman and President of Schmitt Industries. In furtherance of our announced re-organization, we look forward to communicating expected actions in the coming months, Zapata added.
About Schmitt Industries
Schmitt Industries, Inc. (the Company) designs, manufactures and sells high precision test and measurement products for two main business segments: the Balancer Segment and the Measurement Segment. For the Balancer Segment, the Company designs, manufactures and sells computer-controlled vibration detection, balancing and process control systems for the worldwide machine tool industry, particularly for grinding machines. The Company also provides sales and service for Europe and Asia through its wholly owned subsidiary, Schmitt Europe Limited (SEL), located in Coventry, England and through its sales representative office located in Shanghai, China. For the Measurement Segment, the Company has two core product lines: the Acuity ® product line, which consists of sales of laser and white light sensor distance measurement and dimensional sizing products; and the Xact ® product line, which consists of sales of remote tank monitoring products that measure the fill levels of tanks holding propane, diesel and other tank-based liquids and revenues from the related monitoring services associated with the transmission of data from the tanks to a secure web site.
FORWARD-LOOKING STATEMENTS
This document may contain forward-looking statements made pursuant to the Private Securities Litigation Reform Act of 1995. These statements are based upon current expectations, estimates and projections about the Companys business that are based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to predict. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, general economic conditions and global financial concerns, the volatility of the Companys primary markets, the ability to develop new products to satisfy changes in consumer demands, the intensity of competition, increased pricing pressure from both competitors and customers, the effect on production time and overall costs of products if any of our primary suppliers are lost or if a primary supplier increases the prices of raw materials or components, the ability to ramp up manufacturing to satisfy increasing demand, maintenance of a significant investment in inventories in anticipation of future sales, existing cash levels which may not be sufficient to fund future growth, fluctuations in quarterly and annual operating results, risks associated with operating a global business including risks from international sales, reduction in demand or loss of significant customers, changes in foreign import tariffs and currency fluctuations including the United Kingdoms likely exit from the European Union, ability to reduce operating costs if sales decline, attracting and retaining key management and qualified technical and sales personnel, impact resulting from the actions of activist shareholders, changes in effective tax rates, protection of intellectual property rights and the increased costs due to changes in securities laws and regulations.
C ORPORATE O FFICE : 2765 NW N ICOLAI ST . P ORTLAND , O REGON 97210 503/227-7908 F AX 503/223-1258
For further information regarding risks and uncertainties associated with the Companys business, please refer to Schmitts SEC filings, including, but not limited to, its Forms 10-K, 10-Q and 8-K.
The forward-looking statements in this release speak only as of the date on which they were made, and the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release, or for changes to this document made by wire services or internet service providers.
For more information contact: |
Ann M. Ferguson, CFO and Treasurer (503) 227-7908 or visit our web site at www.schmitt-ind.com |
C ORPORATE O FFICE : 2765 NW N ICOLAI ST . P ORTLAND , O REGON 97210 503/227-7908 F AX 503/223-1258
SCHMITT INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
November 30, 2018 | May 31, 2018 | |||||||
ASSETS |
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Current assets |
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Cash and cash equivalents |
$ | 1,299,886 | $ | 2,053,181 | ||||
Restricted cash |
56,583 | 58,352 | ||||||
Accounts receivable, net |
2,184,906 | 2,047,032 | ||||||
Inventories |
6,077,054 | 5,710,888 | ||||||
Prepaid expenses |
136,004 | 148,924 | ||||||
Income taxes receivable |
4,435 | 0 | ||||||
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Total current assets |
9,758,868 | 10,018,377 | ||||||
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Property and equipment, net |
734,687 | 770,915 | ||||||
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Other assets |
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Intangible assets, net |
444,476 | 496,768 | ||||||
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TOTAL ASSETS |
$ | 10,938,031 | $ | 11,286,060 | ||||
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LIABILITIES & STOCKHOLDERS EQUITY |
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Current liabilities |
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Accounts payable |
$ | 1,159,569 | $ | 1,024,256 | ||||
Accrued commissions |
191,281 | 194,797 | ||||||
Accrued payroll liabilities |
186,488 | 188,568 | ||||||
Other accrued liabilities |
269,402 | 358,790 | ||||||
Income taxes payable |
0 | 3,993 | ||||||
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Total current liabilities |
1,806,740 | 1,770,404 | ||||||
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Stockholders equity |
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Common stock, no par value, 20,000,000 shares authorized, 3,994,545 shares issued and outstanding at May 31, 2018 and November 30, 2018 |
13,094,639 | 13,085,652 | ||||||
Accumulated other comprehensive loss |
(462,570 | ) | (536,307 | ) | ||||
Accumulated deficit |
(3,500,778 | ) | (3,033,689 | ) | ||||
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Total stockholders equity |
9,131,291 | 9,515,656 | ||||||
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TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 10,938,031 | $ | 11,286,060 | ||||
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SCHMITT INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED NOVEMBER 30, 2018 AND 2017
(UNAUDITED)
Three Months Ended November 30, | Six Months Ended November 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net sales |
$ | 3,503,478 | $ | 3,770,880 | $ | 6,943,931 | $ | 6,854,528 | ||||||||
Cost of sales |
2,140,371 | 2,044,898 | 4,241,026 | 3,729,027 | ||||||||||||
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Gross profit |
1,363,107 | 1,725,982 | 2,702,905 | 3,125,501 | ||||||||||||
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Operating expenses: |
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General, administration and sales |
1,539,495 | 1,524,443 | 2,944,858 | 2,992,787 | ||||||||||||
Research and development |
47,924 | 100,760 | 96,161 | 177,217 | ||||||||||||
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Total operating expenses |
1,587,419 | 1,625,203 | 3,041,019 | 3,170,004 | ||||||||||||
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Operating income (loss) |
(224,312 | ) | 100,779 | (338,114 | ) | (44,503 | ) | |||||||||
Other income (expense), net |
(24,596 | ) | 9,078 | (116,247 | ) | 26,621 | ||||||||||
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Income (loss) before income taxes |
(248,908 | ) | 109,857 | (454,361 | ) | (17,882 | ) | |||||||||
Provision for income taxes |
6,362 | 6,609 | 12,728 | 12,968 | ||||||||||||
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Net income (loss) |
$ | (255,270 | ) | $ | 103,248 | $ | (467,089 | ) | $ | (30,850 | ) | |||||
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Net loss per common share, basic |
$ | (0.06 | ) | $ | 0.03 | $ | (0.12 | ) | $ | (0.01 | ) | |||||
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Weighted average number of common shares, basic |
3,994,545 | 2,995,910 | 3,994,545 | 2,995,910 | ||||||||||||
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Net loss per common share, diluted |
$ | (0.06 | ) | $ | 0.03 | $ | (0.12 | ) | $ | (0.01 | ) | |||||
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Weighted average number of common shares, diluted |
3,994,545 | 3,024,099 | 3,994,545 | 2,995,910 | ||||||||||||
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