UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~February 2625, ~~2017~~2018

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to ~~_______~~

Commission file number 0-619

WSI Industries, Inc.

(Exact name of registrant as specified in its charter)

Minnesota

41-0691607

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

213 Chelsea Road, Monticello, Minnesota		55362
(Address of principal executive offices)		(Zip Code)

(763) 295-9202

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed

since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “larger accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [ ]

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2,~~951~~969,~~676~~208 shares of common stock were outstanding as of ~~December~~March 2221, ~~2017~~2018.

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

INDEX

	Page No.		~~Page No.~~
PART I. FINANCIAL INFORMATION:
	Item 1.	Financial Statements	3
Item 1. Financial Statements
		Condensed Consolidated Balance Sheets November 26, 2017 and August 27, 2017 (Unaudited)	3
Condensed Consolidated Balance Sheets February 25, 2018 and August 27, 2017 (Unaudited)	3
		Condensed Consolidated Statements of Income Thirteen weeks ended November 26, 2017 and November 27, 2016 (Unaudited)	4
Condensed Consolidated Statements of Income Thirteen and Twenty-Six weeks ended February 25, 2018 and February 26, 2017 (Unaudited)	4
		Condensed Consolidated Statements of Cash Flows Thirteen weeks ended November 26, 2017 and November 27, 2016 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows Twenty-Six weeks ended February 25, 2018 and February 26, 2017 (Unaudited)	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6-8	~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~	~~6-8~~
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	9-11
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-11
	Item 4.	Controls and Procedures	11
Item 4. Controls and Procedures	12
PART II. OTHER INFORMATION:
	Item 6.	Exhibits	12
Item 1A. Risk Factors	12
	Signatures		13
Item 6. Exhibits	12
Signatures	13

Part I1. Financial Information

Item I 1. Financial Statements

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	November 26, 2017		August 27, 2017
	February 25, 2018		August 27, 2017
Assets
Current Assets:
Cash and cash equivalents	$	54,~~987~~072,~~078~~223	$	5,846,933
Accounts receivable		23,~~319~~363,~~250~~530		2,739,087
Inventories		4,~~755~~532,~~795~~237		3,131,679
Prepaid and other current assets		5467,~~690~~767		78,409
Total Current Assets		1312,~~116~~035,~~813~~757		11,796,108
Property, Plant and Equipment – Net		10,~~856~~650,~~286~~157		10,320,808
Goodwill and other assets, net		2,368,452		2,368,452
Total Assets	$	2625,~~341~~054,~~551~~366	$	24,485,368
Liabilities and Stockholders’ Equity
Current Liabilities:
Trade accounts payable	$	2,~~703~~416,~~568~~650	$	2,058,992
Accrued compensation and employee withholdings		~~736~~711,~~577~~626		664,277
Other accrued expenses		786,167		530,552
Other accrued expenses and deferred revenue		139,827		530,552
Current portion of long-term debt		1,~~384~~310,~~585~~566		1,438,057
Total Current Liabilities		54,~~610~~578,~~897~~669		4,691,878
Long-term debt, less current portion		65,~~208~~928,~~942~~841		5,441,848
Deferred tax liabilities		1465,~~128,851~~554		915,068
Stockholders’ Equity:
Common stock, par value $.10 a share; authorized 10,000,000 shares; issued and outstanding 2,951,676 and 2,959,940 shares, respectively		295,168		295,994
Common stock, par value $.10 a share; authorized 10,000,000 shares; issued and outstanding 2,969,208 and 2,959,940 shares, respectively		296,922		295,994
Capital in excess of par value		34,~~987~~144,~~470~~918		4,192,578
Deferred compensation		-		(76,500	)
Deferred Compensation		-		(76,500	)
Retained earnings		9,~~110~~639,~~223~~462		9,024,502
Total Stockholders’ Equity		1314,~~392~~081,~~861~~302		13,436,574
Total Liabilities and Stockholders’ Equity	$	2625,~~341~~054,~~551~~366	$	24,485,368

See notes to condensed consolidated financial statements.

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	13 weeks ended						26 weeks ended
	November 26, 2017			November 27, 2016
	February 25, 2018			February 26, 2017			February 25, 2018			February 26, 2017
Net sales	$	78,~~528~~553,~~800~~926		$	6,~~329~~313,~~941~~586		$	16,082,726		$	12,643,527
Cost of products sold		67,~~629~~675,~~932~~046			6,~~022~~107,~~057~~015			14,304,978			12,129,072
Gross margin		~~898~~878,~~868~~880			~~307~~206,~~884~~571			1,777,748			514,455
Selling and administrative expense		~~691~~962,~~113~~008			~~761~~720,~~178~~966			1,653,120			1,482,144
Interest and other income		(820,~~504~~058	)		(21,~~090~~167	)		(28,562	)		(3,257	)
Interest and other expense		77,755			67,670
Interest expense		70,988			66,457			148,744			134,126
Earnings (loss) from operations before income taxes		138,504			(518,874	)
Income (loss) before income taxes		(134,058	)		(579,685	)		4,446			(1,098,558	)
Income tax expense (benefit)		52,783			(196,511	)
Income tax benefit		(663,297	)		(217,492	)		(610,514	)		(414,003	)
Net income (loss)	$	85529,~~721~~239		$	(~~322~~362,~~363~~193	)	$	614,960		$	(684,555	)
Basic earnings (loss) per share	$	.0318		$	(.1112	)	$	.21		$	(.23	)
Diluted earnings (loss) per share	$	.0318		$	(.1112	)	$	.21		$	(.23	)
Weighted average number of common shares outstanding, basic		2,~~936~~963,~~227~~305			2,919,500			2,949,766			2,919,500
Weighted average number of common shares outstanding, diluted		2,~~938~~987,~~888~~969			2,919,500			2,963,428			2,919,500

See notes to condensed consolidated financial statements.

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	13 weeks ended
	26 weeks ended
	November 26, 2017			November 27, 2016
	February 25, 2018			February 26, 2017
Cash Flows From Operating Activities:
Net income (loss)	$	85614,~~721~~960		$	(~~322~~684,~~363~~555	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		~~437~~841,617			~~452~~905,~~978~~913
Amortization		~~983~~1,966			16,~~002~~684
Deferred taxes		52(610,~~783~~514	)		(~~196~~414,~~511~~003	)
Stock option compensation expense		57259,~~762~~919			2662,~~052~~386
Changes in assets and liabilities:
Decrease in accounts receivable		419,837			2,773,513
Decrease (increase) in accounts receivable		(624,443	)		1,268,294
Increase in inventories		(1,~~624~~400,~~116~~558	)		(~~478~~127,~~475~~092	)
Decrease in prepaid expenses		23,719			18,231
Decrease in prepaid and other current assets		10,642			60,967
Decrease (increase) in accounts payable and accrued expenses		946,295			(396,512	)
Increase (decrease) in accounts payable and accrued expenses		14,282			358,091
Net cash provided by operations		400,601			1,877,915
Net cash provided by (used in) operations		(892,129	)		1,436,685
Cash Flows From Investing Activities:
Purchase of property, plant and equipment		(~~973~~1,~~095~~170,966	)		(1576,~~093~~499	)
Equipment advance payments exchanged with debt		1,091,722			-
Net cash provided by (used in) investing activities		118,627			(15,093	)
Net cash used in investing activities		(79,244	)		(76,499	)
Cash Flows From Financing Activities:
Payments of long-term debt		(379,083	)		(383,799	)
Proceeds from issuance of long-term debt		-			3,700,000
Net cash used in financing activities		(379,083	)		(383,799	)
Payments of long-term debt		(734,186	)		(4,362,104	)
Net Increase In Cash And Cash Equivalents		140,145			1,479,023
Restricted cash requirement		-			1,250,000
Payroll withholding taxes in cashless stock option exercise		(69,151	)		-
Deferred financing costs		-			(39,336	)
Net cash provided by (used in) by financing activities		(803,337	)		548,560
Net Increase (Decrease) In Cash And Cash Equivalents		(1,774,710	)		1,908,746
Cash And Cash Equivalents At Beginning Of Year		5,846,933			3,739,324
Cash And Cash Equivalents At End Of Reporting Period	$	54,~~987~~072,~~078~~223		$	5,~~218~~648,~~347~~070
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	77148,~~425~~413		$	68135,~~603~~591
Income taxes	$	-5,000		$	2,500
Payroll withholding taxes in cashless stock option exercise	$	26,196		$	-
Noncash investing and financing activities:
Acquisition of machinery through debt	$	1,091,722		$	-

See notes to condensed consolidated financial statements.

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

The condensed consolidated balance sheet as of ~~November~~February 2625, ~~2017~~2018, the condensed consolidated statements of income for the thirteen and twenty-six weeks ended ~~November~~February 2625, ~~2017~~2018 and ~~November~~February 2726, ~~2016~~2017 and the condensed consolidated statements of cash flows for the ~~thirteen~~twenty-six weeks then ended, respectively, have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.

The condensed consolidated balance sheet at August 27, 2017 is derived from the audited consolidated balance sheet as of that date. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. Therefore, these condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended August 27, 2017. The results of operations for interim periods are not necessarily indicative of the operating results for the full year.

2.	INVENTORIES

Inventories consist primarily of raw material, work-in-progress (WIP) and finished goods and are valued at the lower of cost or market ~~value~~:

	November 26, 2017		August 27, 2017
	February 25, 2018		August 27, 2017
Raw material	$	1,~~706~~457,~~248~~660	$	1,047,931
WIP		21,~~021~~532,~~703~~363		1,448,282
Finished goods		1,~~027~~542,~~844~~214		635,466
	$	4,~~755~~532,~~795~~237	$	3,131,679

3. ~~GOODWILL AND~~ OTHER ASSETS

Goodwill and other assets consist of costs resulting from business acquisitions which total $2,368,452 at ~~November~~February 2625, ~~2017~~2018 (net of accumulated amortization of $344,812 recorded prior to the adoption of ASC 350 Goodwill and Other Intangible Assets).

4.	DEBT AND LINE OF CREDIT:

During ~~fiscal~~the ~~2017,~~quarter ~~the~~ended ~~Company~~February ~~placed~~25, ~~purchase~~2018, ~~orders~~the ~~for~~Company ~~two~~extended ~~new~~the ~~pieces~~maturity date of ~~equipment~~its ~~for~~Revolving ~~approximately~~Promissory ~~$2,055,000~~Note ~~that~~with ~~will~~its bebank ~~delivered~~to ~~and~~February ~~put~~15, ~~into service during fiscal 2018~~2019. The ~~Company~~agreement ~~also~~provides ~~made~~for ~~advance~~a ~~deposits~~maximum onloan ~~that~~of ~~equipment totaling~~ $~~687~~1,500,000 ~~which~~with ~~has been~~interest ~~classified~~at asthe ~~machinery~~thirty-day ~~and~~LIBOR ~~equipment~~rate onplus ~~the~~2.0% with ~~balance~~a ~~sheet~~base atrate ~~August~~of ~~27, 2017~~2.75%. ~~During~~There ~~the~~were ~~first~~no ~~quarter~~amounts ofborrowed ~~fiscal~~on ~~2018,~~ the ~~Company~~ ~~made~~revolver ~~additional~~at ~~deposits~~February ~~of $807~~25,~~000~~ ~~which have also been classified as machinery and equipment~~2018.

The Revolving Promissory Note as well as the Company’s mortgage with its bank provide for certain restrictive covenants including a minimum tangible net worth and a minimum working capital to be tested monthly. At February 25, 2018, the Company was in compliance with these covenants.

In addition, during fiscal 2017, the Company entered into a debt agreement related to one of the pieces of equipment. During the fiscal 2018 first quarter, the Company entered into a debt agreement on the second piece of equipment. Also during the fiscal 2018 first quarter, the Company received loan advances on the two debt agreements totaling $1,092,000 which was also the amount outstanding at November 26, 2017. Until the commencement of the loan agreements upon final installation and approval of the equipment, the Company will pay interest only on the amounts loaned. There were no amounts outstanding related to either debt agreement at August 27, 2017. Upon commencement, both agreements will be for five years. The interest rate on one debt agreement is fixed at 4.25% while the interest rate on the second agreement will be fixed at commencement and will be based on a spread over a base reference rate.

5.	INCOME TAXES:

The Company’s effective tax rate for its fiscal second quarter ended ~~November~~February 2625, ~~2017~~2018 was 38a negative (494.18)% as compared to a negative (37.95)% for the ~~quarter~~ ended November 27, 2016. In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation which applied to the Company beginning with its fiscal year 2018. With ASU No. 2016-09, the Company is required to recognize as income tax expense the tax effect of options that have been cancelled or forfeited. This change could lead to variations in the effective tax rate in any particular quarter. ~~The Company recognized $22,500 of income tax expense related to cancelled stock options during the quarter~~ ended ~~November~~February 26, 2017. ~~Prior~~The year-to ~~the implementation of ASU No. 2016~~-~~09,~~date ~~the~~effective tax ~~effect~~rate ~~would~~was ~~have~~also ~~been recognized as~~ a ~~reduction~~similar totax ~~paid-in-capital~~benefit ~~to the extent that a sufficient paid-~~in~~-capital pool existed and therefore not flow through~~ ~~income tax expense. The Company has also determined that certain of its activities~~ the ~~Company~~current ~~performs~~year ~~qualify~~as ~~for~~well ~~the Research & Development tax credit (R&D credit)~~ as ~~defined~~for ~~by Internal Revenue Code Section 41 which reduces~~ the ~~effective~~prior ~~tax rate from the statutory rates~~year.

On December 22, 2017, H.R.1, known as the “Tax Cuts and Jobs Act,” was signed into law. Among other things, the Tax Cuts and Jobs Act permanently lowers the federal corporate tax rate to 21% from the existing maximum rate of 35%, effective for tax years including or commencing January 1, 2018. As a result of the reduction of the corporate tax rate to 21%, U.S. generally accepted accounting principles require companies to re-value their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the reporting period of enactment. At November 26, 2017, the Company had a net deferred tax liability of approximately $1.1 million and it remained in a net liability position at February 25, 2018. After the revaluation of its net deferred tax liability, the Company recognized an overall income tax benefit of $663,000 during the fiscal quarter ending February 25, 2018.

The Company will continue to evaluate the effects of the new law on its effective tax rate as the law contains provisions for limiting the deductibility of interest expense, imposes limitations on the utilization of operating loss carryforwards, retroactively applies the 100% bonus depreciation deduction under the new tax legislation, which applies to qualified property placed in service after September 27, 2017 as well as the lowering of the corporate tax to 21% for a portion of the Company’s fiscal year.

The Company has also determined that certain of its activities the Company performs qualify for the Research & Development tax credit (R&D credit) as defined by Internal Revenue Code Section 41 which affects the Company’s effective tax rate.

6.	CLAIMS AND CONTINGENCIES:

The Company is exposed to a number of asserted and unasserted claims encountered in the ordinary course of business. Although the outcome of any such claim cannot be predicted, management believes that there are no pending legal proceedings or claims against or involving the Company for which the outcome is likely to have a material adverse effect upon its financial position or results of operations.

67. EARNINGS PER SHARE:

The following table sets forth the computation of basic and diluted earnings per share:

	Thirteen weeks ended					Twenty-Six weeks ended
	November 26, 2017		November 27, 2016
	February 25,		February 26,			February 25,		February 26,
Numerator for earnings per share:
	2018		2017			2018		2017
Net income (loss)	$	85,721	$	(322,363	)
Numerator for basic and diluted earnings per share:
Denominator:
Net income (loss)	$	529,239	$	(362,193	)	$	614,960	$	(684,555	)
Denominator for basic earnings per share - weighted average shares		2,936,227		2,919,500
Denominator
Effect of dilutive securities:
Denominator for basic earnings per share – weighted average shares		2,963,305		2,919,500			2,949,766		2,919,500
Employee and non-employee options		2,661		-
Effect of dilutive securities:
Dilutive common shares
Employee and non-employee options		24,664		-			13,662		-
Denominator for diluted earnings per share		2,938,888		2,919,500
Dilutive common shares Denominator for diluted earnings per share		2,987,969		2,919,500			2,963,428		2,919,500
Basic earnings (loss) per share	$	.0318	$	(.1112	)	$	.21	$	(.23	)
Diluted earnings (loss) per share	$	.0318	$	(.1112	)	$	.21	$	(.23	)

7. CLAIMS AND CONTINGENCIES:

8.	RECENT ACCOUNTING PRONOUNCEMENTS:

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. This guidance defines how companies report revenues from contracts with customers and also requires enhanced disclosures. In July 2015, the Financial Accounting Standards Board voted to defer the effective date by one year, with early adoption on the original effective date permitted. ASU 2014-09 was to be effective for annual reporting periods beginning after December 15, 2016, including interim periods within the annual reporting period. In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606), Deferral of the Effective Date (“ASU 2015-14”). The amendments in ASU 2015-14 defer the effective date of ASU 2014-09 for all entities by one year. The Company is currently evaluating the potential effects of the adoption of this update on the consolidated financial statements.

In March 2016, FASB issued ASU No. 2016-02, “Leases (Topic 842)”. ASU 2016-02 requires lessees to recognize the assets and liabilities that arise from most leases. The main difference between previous U.S. GAAP and ASU 2016-02 is the recognition of lease assets and lease liabilities by lessees for those leases classified as operating leases under previous U.S. GAAP. For lessors, the guidance included in ASU 2016-02 modifies the classification criteria and the accounting for sales-type and direct financing leases. ASU 2016-02 provides specific guidance for determining whether a contractual arrangement contains a lease, lease classification by lessees and lessors, initial and subsequent measurement of leases by lessees and lessors, sale and leaseback transactions, transition, and financial statement disclosures. ASU 2016-02 requires entities to use a modified retrospective approach to apply its guidance, and includes a number of optional practical expedients that entities may elect to apply. For public entities, the amendments included in ASU 2016-02 are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the potential effects of the adoption of this guidance on the consolidated financial statements.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

~~And~~AND

RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates:

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities.

We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the result of which forms the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Results may differ from these estimates due to actual outcomes being different from those on which we based our assumptions. The estimates and judgments utilized are reviewed by management on an ongoing basis and by the audit committee of our board of directors at the end of each quarter prior to the public release of our financial results.

The critical accounting policies and estimates followed in the preparation of the financial information contained in this Quarterly Report on Form 10-Q are the same as those described in the Company’s Annual Report on Form 10-K for the year ended August 27, 2017. Refer to the Annual Report on Form 10-K for detailed information on accounting policies.

Results of Operations:

Net sales were $78,~~529~~554,000 for the ~~first~~thirteen ~~quarter~~weeks ending February 25, 2018, an increase of ~~fiscal~~35% from the same period of the prior year. Year-to-date ~~2018~~sales ~~ending~~in ~~November~~fiscal ~~26,~~2018 ~~2017~~are as$16,083,000 compared to $612,~~330~~644,000 in the ~~same period of the~~ prior year. ~~Sales~~which byequates ~~product~~to ~~line~~a ~~for~~27% ~~the~~increase. ~~quarter~~Total Company ~~and~~sales ~~year-to-date~~by ~~periods~~product markets are as ~~below~~follows:

	Fiscal First Quarter Thirteen Weeks Ended
	Fiscal Second Quarter Thirteen Weeks Ended													Fiscal Second Quarter Year-to-Date Ended
			Percent					Percent			~~Dollar~~					Percent					Percent
	November 26, 2017		of Total Sales			November 27, 2016		of Total Sales			Percent Change
	February 25,		of Total			February 26,		of Total			Dollar Percent			February 25,		of Total			February 26,		of Total			Dollar Percent
ATV & Motorcycle	$	6,002,000		80	%	$	5,596,000		88	%		7	%
	2018		Sales			2017		Sales			Change			2018		Sales			2017		Sales			Change
Energy		463,000		6	%		74,000		1	%		526	%
ATV & Motorcycle	$	6,781,000		79	%	$	5,328,000		84	%		27	%	$	12,783,000		79	%	$	10,924,000		86	%		17	%
Aerospace, Defense & Other		1,064,000		14	%		660,000		11	%		61	%
Energy		800,000		9	%		261,000		4	%		207	%		1,264,000		8	%		335,000		3	%		277	%
Total Sales	$	7,529,000		100	%	$	6,330,000		100	%		19	%
Aerospace, Defense & Other		973,000		12	%		725,000		12	%		34	%		2,036,000		13	%		1,385,000		11	%		47	%
Total Sales	$	8,554,000		100	%	$	6,314,000		100	%		35	%	$	16,083,000		100	%	$	12,644,000		100	%		27	%

Sales from the Company’s ATV and motorcycle markets increased 7% in the fiscal 2018 first quarter as compared to the prior year’s first quarter. The Company experienced an increase in demand during the fiscal 2018 first quarter for all of its product lines except for one line that was discontinued by the Company’s customer during the fiscal 2017 second quarter and had no sales in the fiscal 2018 first quarter.

Sales from the Company’s energy business for the fiscal first quarter of 2018 continued to accelerate with an increase of 526% versus the prior year’s first quarter. The increase is due to an increase in demand from an existing customer as well as sales to a new customer in the energy industry. The Company’s sales to the energy industry can vary widely as all of the Company’s customers in the energy market have their own internal machining capabilities. The Company’s sales are generated primarily when their customers have limited machining capacity and therefore need to outsource. Circumstances such as a low price for oil will tend to drive machining in house and therefore lower the Company’s sales.

Sales from the Company’s ~~aerospace,~~ATV ~~defense~~ and ~~other~~Motorcycle markets ~~increased~~were 61up 27% infor the fiscal 2018 ~~first~~second quarter ~~with~~as compared to the ~~increase~~prior year ~~coming~~and also up 17% year-to-date as compared to the prior year. During the fiscal 2018 first quarter, the Company’s sales were aided by recognition of a production tooling order from anthe ~~overall~~Company’s primary customer. The Company’s year-to-date sales also increased due to the same reason. In addition, year-to-date sales were affected by an increase in demand ~~from~~during ~~existing~~the fiscal ~~customers~~2018 asfirst ~~well~~quarter asfor ~~sales~~all ~~generated~~of ~~from~~its ~~new~~product ~~programs~~lines except for one line that was discontinued by the Company’s customer during the fiscal 2017 second quarter and had no sales in fiscal 2018.

~~Gross~~Sales ~~margin~~from ~~increased~~the toCompany’s ~~11.9%~~energy ofbusiness ~~net sales~~ for the fiscal 2018 second quarter ~~ending~~increased ~~November~~by ~~26,~~207% ~~2017~~over asthe ~~compared~~prior toyear’s 4second quarter.9% ofYear-to-date ~~net~~ sales ~~for~~as ~~the~~of ~~quarter ending~~February ~~November 27~~25, ~~2016~~2018 increased by 277%. ~~The~~During ~~increase~~the inpast ~~fiscal~~twelve ~~2018~~months ~~was~~the ~~attributable~~Company tostarting ashipping product ~~higher~~in ~~overall~~its ~~level~~shale offracturing business ~~which~~for ~~absorbed~~programs ~~capacity as~~that ~~well~~had asbeen ~~improved~~mostly ~~manufacturing~~dormant ~~efficiencies~~prior to that time.

~~Selling~~Sales from the Company’s aerospace, defense and ~~administrative~~other ~~expense~~markets ~~was~~were ~~$691,000~~up 34% and 47% in the fiscal 2018 ~~first~~second quarter asand ~~compared~~ year-to ~~$761~~-date periods,~~000~~ inrespectively. ~~the~~Quarter-to-date ~~prior~~and year-to-date ~~first~~sales ~~quarter. The~~were ~~decrease~~both ~~was~~positively ~~due~~affected ~~primarily~~by toincreased ~~lower~~demand ~~payroll~~from ~~costs~~existing customers inas ~~the~~well ~~fiscal~~as ~~2018~~sales ~~fiscal~~for ~~first~~new ~~quarter~~programs to new customers.

~~Interest~~Gross ~~expense~~margin in the ~~first~~fiscal 2018 second quarter ofincreased to 10.3% from 3.3% in the prior year quarter. Year-to-date gross margin in fiscal ~~2017~~2018 was ~~$78~~11.1%,~~000~~ aswhich ~~compared~~was toan ~~$68,000~~increase inover ~~first~~the ~~quarter~~prior ofyear-to-date ~~fiscal~~gross ~~2016~~margin of 4.1%. ~~The~~Both ~~increase~~quarterly ~~was due~~and year-to-date gross amargins were positively affected by higher ~~overall~~volume, ~~level~~as well as improvements made in manufacturing efficiencies in several of ~~debt~~the Company’s existing programs.

~~The~~Selling ~~Company’s~~and ~~effective~~administrative ~~tax~~expense ~~rate~~of ~~for its quarter ended November 26~~$962,000 ~~2017 was 38.1% as compared to a negative (37.9)%~~ for the quarter ~~ended~~ending ~~November~~February 2725, ~~2016.~~2018 Inwas ~~March 2016~~$241,000 ~~the~~higher ~~FASB~~than ~~issued ASU No. 2016-09, Compensation – Stock Compensation which applied to~~ the ~~Company~~prior ~~beginning with its fiscal~~ year ~~2018.~~period total ~~With~~of ~~ASU No~~$721,000. ~~2016~~Year-~~09, the Company is required~~ to-date ~~recognize~~selling asand ~~income tax~~administrative expense ~~the tax effect~~ of ~~options~~$1,653,000 ~~that~~was ~~have been cancelled or forfeited. This change could lead to variations in the effective tax rate in any particular quarter. The Company recognized~~ $22171,~~500~~000 ofhigher ~~income~~than ~~tax~~the ~~expense~~prior ~~related~~ year-to ~~cancelled stock options during~~-date ~~the quarter ended November 26, 2017~~period. ~~Prior~~Fiscal to2018 ~~the~~selling ~~implementation~~and ofadministrative ~~ASU~~costs ~~No.~~for ~~2016-09,~~quarter ~~the~~and ~~tax effect would have been recognized as a reduction~~ year-to ~~paid~~-~~in-capital~~date toperiods ~~the~~were ~~extent~~affected ~~that~~by ~~a sufficient paid~~one-~~in-capital~~time ~~pool~~bonus ~~existed~~ and ~~therefore not flow through~~ ~~income~~stock ~~tax~~option ~~expense.~~costs ~~The Company has also determined that certain~~ of ~~its~~$197,000 ~~activities~~granted ~~the~~to ~~Company performs qualify for~~ the ~~Research &~~CEO ~~Development~~in ~~tax credit (R&D credit) as defined by Internal Revenue Code Section 41 which reduces~~ the ~~effective~~fiscal ~~tax~~2018 ~~rate from~~second ~~the statutory rates~~quarter.

Interest expense in the second quarter of fiscal 2018 was $71,000, which was a $5,000 increase from the prior year quarter. Year-to-date interest expense of $149,000 was higher than the previous year-to-date period by $15,000. The higher interest costs are a result of the higher overall level of long-term debt.

The Company’s effective tax rate for its fiscal second quarter ended February 25, 2018 was negative (494.8)% as compared to negative (37.5)% for the quarter ended February 26, 2017. The year-to-date effective tax rate was also a similar tax benefit in the current year as well as for the prior year.

On December 22, 2017, H.R.1, known as the “Tax Cuts and Jobs Act,” was signed into law. Among other things, the Tax Cuts and Jobs Act permanently lowers the federal corporate tax rate to 21% from the existing maximum rate of 35%, effective for tax years including or commencing January 1, 2018. As a result of the reduction of the corporate tax rate to 21%, U.S. generally accepted accounting principles require companies to re-value their deferred tax assets and liabilities as of the date of enactment, with resulting tax effects accounted for in the reporting period of enactment. At November 26, 2017, the Company had a net deferred tax liability of approximately $1.1 Million and it remained in a net liability position at February 25, 2018. After the revaluation of its net deferred tax liability, the Company recognized an overall income tax benefit of $663,000 during the fiscal quarter ending February 25, 2018.

Liquidity and Capital Resources:

AtOn ~~November~~February 2625, ~~2017,~~2018 working capital was $7,~~506~~457,000 ~~which was a $402,000 increase~~ as compared to $7,104,000 at August 27, 2017. ~~The~~ ~~increase was due to offsetting factors including an increase in inventories partially offset by an increase in accounts payable.~~ The ratio of current assets to current liabilities at February 25, 2018 was 2.3463 to 1.0 ~~at November 26, 2017 as~~ compared to 2.51 to 1.0 at August 27, 2017. ~~with~~The ~~the~~change ~~overall~~in ~~increase~~working incapital came ~~both~~primarily ~~current~~from ~~assets~~increases in accounts receivable and ~~current~~inventory ~~liabilities~~partially ~~causing~~offset by the ~~reduction~~decrease ~~during~~in ~~the~~cash ~~quarter~~and increase in accounts payable.

During the quarter ended February 25, 2018, the Company extended the maturity date of its Revolving Promissory Note with its bank to February 15, 2019. The agreement provides for a maximum loan of $1,500,000 with interest at the thirty-day LIBOR rate plus 2.0% with a base rate of 2.75%. There were no amounts borrowed on the revolver at February 25, 2018.

The Company’s agreements with its bank provide for certain restrictive covenants including a minimum tangible net worth and a minimum working capital. At February 25, 2018, the Company was in compliance with these covenants.

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

Cautionary Statement:

Statements included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations, in future filings by the Company with the Securities and Exchange Commission, in the Company’s press releases and in oral statements made with the approval of an authorized executive officer that are not historical or current facts are “forward-looking statements.” These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. These risks and uncertainties are described in the Company’s Annual Report on Form 10-K for the year ended August 27, 2017, as well as other filings the Company makes with the Securities and Exchange Commission. The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made and are not predictions of actual future results. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures.

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). Based on that evaluation, the CEO and CFO have concluded that as of ~~November~~February 2625, ~~2017~~2018, our disclosure controls and procedures were effective.

(b) Changes in Internal Controls over Financial Reporting.

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

PART II. OTHER INFORMATION:

~~ITEM~~Item 61A. ~~EXHIBITS~~RISK FACTORS

Not Applicable.

Item 6. EXHIBITS

A. The following exhibits are included herein:

Exhibit 31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.	~~Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.~~
Exhibit 31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.	~~Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.~~
Exhibit 32	Certificate pursuant to 18 U.S.C. §1350.	~~Certification pursuant to 18 U.S.C. §1350.~~
101.INS**	XBRL Instance	~~XBRL Instance~~
101.SCH**	XBRL Taxonomy Extension Schema	~~XBRL Taxonomy Extension Schema~~
101.CAL**	XBRL Taxonomy Extension Calculation	~~XBRL Taxonomy Extension Calculation~~
101.DEF**	XBRL Taxonomy Extension Definition	~~XBRL Taxonomy Extension Definition~~
101.LAB**	XBRL Taxonomy Extension Labels	~~XBRL Taxonomy Extension Labels~~
101.PRE**	XBRL Taxonomy Extension Presentation	~~XBRL Taxonomy Extension Presentation~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WSI INDUSTRIES, INC.
Date: December 22, 2017	/s/ Michael J. Pudil
Date: March 21, 2018	/s/ Michael J. Pudil
	Michael J. Pudil,
	Michael J. Pudil, President & CEO
	President & CEO
Date: March 21, 2018	/s/ Paul D. Sheely
Date: December 22, 2017	/s/ Paul D. Sheely
	Paul D. Sheely, Vice President, Finance & CFO
	Paul D. Sheely,
	Vice President, Finance & CFO

Filing Compare · WSI INDUSTRIES, INC.