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 ~~February~~May 2527, 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)

Registrant’s telephone number, including area 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,~~969~~970,~~208~~283 shares of common stock were outstanding as of ~~March~~June 2112, 2018.

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

INDEX

	~~Page No.~~	Page No.
PART I. FINANCIAL INFORMATION:		3
Item 1. Financial Statements
Item 1.	Financial Statements	3
Condensed Consolidated Balance Sheets February 25, 2018 and August 27, 2017 (Unaudited)	3
	Condensed Consolidated Balance Sheets May 27, 2018 and August 27, 2017 (Unaudited)	3
Condensed Consolidated Statements of Income Thirteen and Twenty-Six weeks ended February 25, 2018 and February 26, 2017 (Unaudited)	4
	Condensed Consolidated Statements of Income Thirteen and Thirty-Nine weeks ended May 27, 2018 and May 28, 2017 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows Twenty-Six weeks ended February 25, 2018 and February 26, 2017 (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows Thirty-Nine weeks ended May 27, 2018 and May 28, 2017 (Unaudited)	5
~~Notes to Condensed Consolidated Financial Statements (Unaudited)~~	~~6-8~~Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-11
Item 4. Controls and Procedures	12
Item 4.	Controls and Procedures	11
PART II. OTHER INFORMATION:		12
Item 1A. Risk Factors	12
Item 1A.	Risk Factors	12
Item 6. Exhibits	12
Item 6.	Exhibits	12
~~Signatures~~	13Signatures	13

Part 1. Financial Information

Item 1. Financial Statements

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	February 25, 2018		August 27, 2017
	May 27, 2018		August 27, 2017
Assets
Current Assets:
Cash and cash equivalents	$	4,~~072~~920,~~223~~095	$	5,846,933
Accounts receivable		3,~~363~~790,~~530~~935		2,739,087
Inventories		43,~~532~~405,~~237~~695		3,131,679
Prepaid and other current assets		67118,~~767~~394		78,409
Total Current Assets		12,~~035~~235,~~757~~119		11,796,108
Property, Plant and Equipment – Net		10,~~650~~852,~~157~~944		10,320,808
Goodwill and other assets, net		2,368,452		2,368,452
Total Assets	$	25,~~054~~456,~~366~~515	$	24,485,368
Liabilities and Stockholders’ Equity
Current Liabilities:
Trade accounts payable	$	21,~~416~~697,~~650~~170	$	2,058,992
Accrued compensation and employee withholdings		~~711~~770,~~626~~119		664,277
Other accrued expenses and deferred revenue		~~139~~249,~~827~~440		530,552
Current portion of long-term debt		1,~~310~~587,~~566~~100		1,438,057
Total Current Liabilities		4,~~578~~303,~~669~~829		4,691,878
Long-term debt, less current portion		56,~~928~~132,~~841~~839		5,441,848
Deferred tax liabilities		~~465~~543,~~554~~811		915,068
Stockholders’ Equity:
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
Common stock, par value $.10 a share; authorized 10,000,000 shares; issued and outstanding 2,970,283 and 2,959,940 shares, respectively		297,029		295,994
Capital in excess of par value		4,~~144~~192,~~918~~174		4,192,578
Deferred Compensation		-		(76,500	)
Deferred compensation		-		(76,500	)
Retained earnings		9,~~639~~986,~~462~~833		9,024,502
Total Stockholders’ Equity		14,~~081~~476,~~302~~036		13,436,574
Total Liabilities and Stockholders’ Equity	$	25,~~054~~456,~~366~~515	$	24,485,368

See notes to condensed consolidated financial statements.

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	13 weeks ended						2639 weeks ended
	February 25, 2018			February 26, 2017			February 25, 2018			February 26, 2017
	May 27, 2018			May 28, 2017			May 27, 2018			May 28, 2017
Net sales	$	89,~~553~~790,~~926~~735		$	69,~~313~~593,~~586~~941		$	1625,~~082~~873,~~726~~460		$	1222,~~643~~237,~~527~~468
Cost of products sold		78,~~675~~340,~~046~~645			68,~~107~~563,~~015~~262			1422,~~304~~645,~~978~~623			1220,~~129~~692,~~072~~334
Gross margin		~~878~~1,~~880~~450,090			~~206~~1,~~571~~030,679			13,~~777~~227,~~748~~837			~~514~~1,~~455~~545,134
Selling and administrative expense		~~962~~833,~~008~~732			~~720~~1,~~966~~202,533			12,~~653~~486,~~120~~853			12,~~482~~684,~~144~~676
Interest and other income		(20,058	)		(1,167	)		(28,562	)		(3,257	)
Equipment impairment loss		-			147,502			-			147,502
Interest expense		70,988			66,457			148,744			134,126
Interest and other income		(8,640	)		(6,870	)		(37,204	)		(10,127	)
Income (loss) before income taxes		(134,058	)		(579,685	)		4,446			(1,098,558	)
Interest expense		80,602			72,510			229,346			206,637
Income tax benefit		(663,297	)		(217,492	)		(610,514	)		(414,003	)
Income (loss) before income taxes		544,396			(384,996	)		548,842			(1,483,554	)
Net income (loss)	$	529,239		$	(362,193	)	$	614,960		$	(684,555	)
Income tax expense (benefit)		78,257			(165,323	)		(532,257	)		(579,326	)
Basic earnings (loss) per share	$	.18		$	(.12	)	$	.21		$	(.23	)
Net income (loss)	$	466,139		$	(219,673	)	$	1,081,099		$	(904,228	)
Diluted earnings (loss) per share	$	.18		$	(.12	)	$	.21		$	(.23	)
Basic earnings (loss) per share	$	.16		$	(.08	)	$	.37		$	(.31	)
Weighted average number of common shares outstanding, basic		2,963,305			2,919,500			2,949,766			2,919,500
Diluted earnings (loss) per share	$	.16		$	(.08	)	$	.36		$	(.31	)
Weighted average number of common shares outstanding, diluted		2,987,969			2,919,500			2,963,428			2,919,500
Cash dividend per share	$	.04		$	-		$	.04		$	-
Weighted average number of common shares outstanding, basic		2,969,610			2,923,483			2,956,381			2,920,828
Weighted average number of common shares outstanding, diluted		3,001,058			2,923,483			2,975,972			2,920,828

See notes to condensed consolidated financial statements.

WSI INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	26 weeks ended
	39 weeks ended
	February 25, 2018			February 26, 2017
	May 27, 2018			May 28, 2017
Cash Flows From Operating Activities:
Net income (loss)	$	~~614~~1,~~960~~081,099		$	(~~684~~904,~~555~~228	)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation		~~841~~1,~~617~~279,937			~~905~~1,~~913~~361,510
Amortization		12,~~966~~950			67,~~684~~667
Deferred taxes		(~~610~~532,~~514~~257	)		(~~414~~579,~~003~~326	)
Stock option compensation expense		259,919			62,386
Impairment of property, plant and equipment		-			147,502
Stock option compensation expense		310,191			220,204
Changes in assets and liabilities:
Decrease (increase) in accounts receivable		(~~624~~1,~~443~~051,848	)		1808,~~268,294~~158
Increase in inventories		(1,400,558	)		(127,092	)
Decrease (increase) in inventories		(274,016	)		257,474
Decrease in prepaid and other current assets		10,642			60,967
Increase in prepaid and other current assets		(39,985	)		(34,197	)
Increase (decrease) in accounts payable and accrued expenses		14(537,~~282~~092	)		~~358~~1,~~091~~213,591
Net cash provided by (used in) operations		(892,129	)		1,436,685
Net cash provided by operations		238,979			2,498,355
Cash Flows From Investing Activities:
Purchase of property, plant and equipment		(1515,~~170,966~~917	)		(76785,~~499~~705	)
Equipment advance payments exchanged with debt		1,091,722			-
Net cash provided by (used in) investing activities		(515,917	)		(785,705	)
Net cash used in investing activities		(79,244	)		(76,499	)
Cash Flows From Financing Activities:
Proceeds from issuance of long-term debt		-			3,700,000
Payments of long-term debt		(734,186	)		(4,362,104	)
Equipment advance payments exchanged with debt		687,245			-
Payments of long-term debt		(1,146,317	)		(4,745,057	)
Restricted cash requirement		-			1,250,000
Payroll withholding taxes in cashless stock option exercise		(6972,~~151~~060	)		-(29,759	)
Deferred financing costs		-			(39,336	)
Net cash provided by (used in) by financing activities		(803,337	)		548,560
Dividends paid		(118,768	)		-
Net Increase (Decrease) In Cash And Cash Equivalents		(1,774,710	)		1,908,746
Net cash provided by (used in) by financing activities		(649,900	)		135,848
Net Increase In Cash And Cash Equivalents		(926,838	)		1,848,498
Cash And Cash Equivalents At Beginning Of Year		5,846,933			3,739,324
Cash And Cash Equivalents At End Of Reporting Period	$	4,~~072~~920,~~223~~095		$	5,~~648~~587,~~070~~822
Supplemental cash flow information:
Cash paid during the period for:
Interest	$	~~148~~229,~~413~~554		$	~~135~~203,~~591~~680
Income taxes	$	57,~~000~~350		$	24,~~500~~200
Noncash investing and financing activities:
Acquisition of machinery through debt	$	1,~~091~~983,~~722~~401		$	-

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 ~~February~~May 2527, 2018, the condensed consolidated statements of income for the thirteen ~~and~~ ~~twenty~~and thirty-~~six~~nine weeks ended ~~February~~May 2527, 2018 and ~~February~~May 2628, 2017 and the condensed consolidated statements of cash flows for the ~~twenty~~thirty-~~six~~ nine weeks then ended, respectively, have been prepared by the Company without audit. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.

The condensed consolidated balance sheet at August 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~~net realizable value:

	February 25, 2018		August 27, 2017
	May 27, 2018		August 27, 2017
Raw material	$	1960,~~457,660~~056	$	1,047,931
WIP		1,~~532~~328,~~363~~060		1,448,282
Finished goods		1,~~542~~117,~~214~~579		635,466
	$	43,~~532~~405,~~237~~695	$	3,131,679

3.	OTHER ASSETS

Goodwill and other assets consist of costs resulting from business acquisitions which total $2,368,452 at ~~February~~May 2527, 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 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 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.

54. INCOME TAXES:

The Company’s effective tax rate for its fiscal ~~second~~third quarter ended ~~February~~May 2527, 2018 was ~~a negative (494~~14.8)4% as compared to a negative (3742.59)% for the quarter ended ~~February~~May 2628, 2017. The year-to-date effective tax rate was ~~also~~ a ~~similar~~negative ~~tax~~(97.0)% ~~benefit~~ in the current year asversus ~~well~~a asnegative (39.1)% in 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. Atwhich ~~November~~occurred ~~26,~~during ~~2017,~~ the Company’s ~~had~~fiscal ~~a net deferred~~second ~~tax~~quarter ~~liability~~ending ~~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, of which most of that amount was attributable to the revaluation.

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.

5.	EQUIPMENT IMPAIRMENT:

The Company evaluates long-term assets on a periodic basis in compliance with Accounting Standards Codification (“ASC”) 360, 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. If the undiscounted cash flows are less than the carrying amount, the impairment recognized is measured by the amount the carrying value of the assets exceeds their fair value determined primarily through the present value of estimated future cash flows. During the quarter ended May 28, 2017, the Company determined that one of its pieces of equipment was impaired and recognized an expense of approximately $148,000.

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.

7.	EARNINGS PER SHARE:

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

	Thirteen weeks ended					~~Twenty~~Thirty-~~Six~~nine weeks ended
	February 25,		February 26,			February 25,		February 26,
	May 27, 2018		May 28, 2017			May 27, 2018		May 28, 2017
	2018		2017			2018		2017
Numerator for basic and diluted earnings per share:
Net income (loss)	$	~~529~~466,~~239~~139	$	(~~362~~219,~~193~~673	)	$	~~614~~1,~~960~~081,099	$	(~~684~~904,~~555~~228	)
Denominator
Denominator for basic earnings per share – weighted average shares		2,~~963~~969,~~305~~610		2,~~919~~923,~~500~~483			2,~~949~~956,~~766~~381		2,~~919~~920,~~500~~828
Effect of dilutive securities:
Employee and non-employee options		2431,~~664~~448		-			1319,~~662~~591		-
Dilutive common shares Denominator for diluted earnings per share		23,~~987~~001,~~969~~058		2,~~919~~923,~~500~~483			2,~~963~~975,~~428~~972		2,~~919~~920,~~500~~828
Basic earnings (loss) per share	$	.1816	$	(.1208	)	$	.2137	$	(.2331	)
Diluted earnings (loss) per share	$	.1816	$	(.1208	)	$	.2136	$	(.2331	)

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~~ financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting which provides guidance that amends the accounting for stock-based compensation and requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. The inclusion of excess tax benefits and deficiencies as a component of income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards depends on our stock price at the date the awards vest. This guidance also requires excess tax benefits and deficiencies to be presented as operating activity in the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. We adopted this guidance during the first quarter of fiscal 2018 and elected to recognize forfeitures as they occur.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND

RESULTS OF OPERATIONS

Critical Accounting Policies and Estimates:

Management’s Discussion and Analysis of Financial Condition and Results of Operations discuss our 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 $89,~~554~~791,000 for the ~~thirteen~~quarter ~~weeks~~ended ~~ending~~May ~~February 25~~27, 2018, ancompared ~~increase~~to of$9,594,000 ~~35%~~in ~~from~~ the same period of the prior year., an increase of 2%. Year-to-date sales infor the first three quarters of fiscal 2018 ~~are~~were $1625,~~083~~873,000 compared to $1222,~~644~~237,000 in the prior year, an ~~which~~increase ~~equates~~of ~~to a 27~~16% ~~increase~~. ~~Total Company~~Sales ~~sales~~ by product ~~markets~~line for the quarter and year-to-date periods are as ~~follows~~below:

	Fiscal Second Quarter Thirteen Weeks Ended													Fiscal Second Quarter Year-to-Date Ended
	Fiscal Third Quarter Thirteen Weeks Ended													Fiscal Third Quarter Year-to-Date Ended
			Percent					Percent								Percent					Percent
	February 25,		of Total			February 26,		of Total			Dollar Percent			February 25,		of Total			February 26,		of Total			Dollar Percent
	May 27,		of Total			May 28,		of Total			Dollar Percent			May 27,		of Total			May 28,		of Total			Dollar Percent
	2018		Sales			2017		Sales			Change			2018		Sales			2017		Sales			Change
ATV & Motorcycle	$	6,781,000		79	%	$	5,328,000		84	%		27	%	$	12,783,000		79	%	$	10,924,000		86	%		17	%
Recreational Vehicles	$	7,366,000		75	%	$	8,229,000		86	%		-10	%	$	20,149,000		78	%	$	19,153,000		86	%		5	%
Energy		~~800~~1,050,000		911	%		~~261~~507,000		45	%		~~207~~107	%		12,~~264~~313,000		89	%		~~335~~841,000		34	%		~~277~~175	%
Aerospace, Defense & Other		973,000		12	%		725,000		12	%		34	%		2,036,000		13	%		1,385,000		11	%		47	%
Aerospace Defense & Other		1,375,000		14	%		858,000		9	%		60	%		3,411,000		13	%		2,243,000		10	%		52	%
Total Sales	$	89,~~554~~791,000		100	%	$	69,~~314~~594,000		100	%		352	%	$	1625,~~083~~873,000		100	%	$	1222,~~644~~237,000		100	%		2716	%

Sales from the Company’s ATV and Motorcycle markets ~~were up 27%~~ for the fiscal 2018 ~~second~~third quarter aswere ~~compared~~down ~~to the prior year and also up 17~~10% ~~year-to-date~~ as compared to the prior year quarter. During the fiscal ~~2018~~2017 ~~first~~third quarter, the Company’s ~~sales~~experienced ~~were aided~~a byone-time ~~recognition~~sale of aremaining ~~production~~product ~~tooling~~related ~~order~~to ~~from~~its ~~the Company’s~~ primary customer~~. The Company~~’s ~~year-to-date sales~~wind ~~also~~down ~~increased~~of ~~due~~one toof ~~the~~their ~~same~~product ~~reason~~lines. ~~In addition~~Otherwise, ~~year-to-date~~overall sales ~~were~~for ~~affected~~the byCompany’s anATV ~~increase~~and ~~in demand during the~~Motorcycle ~~fiscal~~lines ~~2018~~were ~~first~~up ~~quarter~~5% ~~for~~as ~~all~~compared ofto ~~its~~the ~~product~~prior ~~lines~~year’s ~~except~~quarter. ~~for~~Excluding the one-time ~~line~~sale, ~~that~~year-to-date ~~was~~sales ~~discontinued~~for by the ~~Company’s~~ATV ~~customer~~and ~~during~~Motorcycle ~~the~~markets ~~fiscal~~were ~~2017~~also ~~second~~up ~~quarter~~12% ~~and~~as ~~had~~compared noto ~~sales~~the inprior ~~fiscal 2018~~year.

Sales from the Company’s energy business for the fiscal 2018 ~~second~~third quarter increased by ~~207~~107% over the prior year’s ~~second~~third quarter. Year-to-date sales as of ~~February~~May 2527, 2018 ~~increased~~were ~~by 277~~175%. ~~During~~higher than the ~~past~~same ~~twelve~~year-to-date ~~months~~period of the ~~Company~~prior ~~starting~~year. ~~shipping product~~The increases in ~~its~~sales ~~shale~~are ~~fracturing~~derived ~~business~~from ~~for~~increased ~~programs~~demand ~~that~~from ~~had~~existing ~~been~~as ~~mostly~~well ~~dormant~~as ~~prior~~new tocustomers ~~that~~in ~~time~~the energy sector.

Sales from the Company’s aerospace, defense and other markets were up 3460% ~~and 47%~~ in the fiscal 2018 ~~second~~third quarter and the year-to-date ~~periods,~~period ~~respectively.~~was ~~Quarter-~~up 52% as compared to~~-date~~ the prior year. The increase in the fiscal 2018 third quarter and year-to-date aerospace and defense sales were ~~both~~derived ~~positively~~mostly ~~affected~~from bynew ~~increased~~programs ~~demand~~and ~~from existing~~ customers as well as ~~sales~~increases ~~for~~in ~~new~~demand ~~programs~~from toexisting ~~new~~ customers.

Gross margin ~~in the fiscal 2018 second quarter~~ increased to 1014.38% from 310.37% in the quarter ended May 27, 2018 versus the prior year quarter. Year-to-date gross ~~margin in~~margins ~~fiscal~~increased ~~2018~~to ~~was 11~~12.15%, ~~which~~versus ~~was~~6.9% anin ~~increase over~~ the prior year-to-date ~~gross margin of 4~~period.~~1%.~~ ~~Both~~The ~~quarterly~~increases ~~and~~in ~~year-to-date~~ gross margins ~~were~~came ~~positively~~from ~~affected~~both ~~by higher~~ volume, ~~as well as improvements made in manufacturing~~ efficiencies ~~in several~~ ofand ~~the~~operational ~~Company’s existing programs~~improvements.

Selling and administrative expense ofwas $~~962~~834,000 for the quarter ~~ending~~ended ~~February~~May 2527, 2018 ~~was~~versus $~~241~~1,203,000 ~~higher~~in ~~than~~ the prior year ~~period total of $721,000~~quarter. Year-to-date selling and administrative expense ofwas $12,~~653~~487,000 ~~was~~as compared to $~~171~~2,685,000 ~~higher~~in ~~than~~ the prior year-to-date period. ~~Fiscal~~The ~~2018~~decrease ~~selling~~in the ~~and~~quarterly ~~administrative costs for quarter~~ and year-to-date ~~periods~~expense ~~were~~was ~~affected~~due byprimarily ~~one-time~~to ~~bonus~~increases in compensation costs and stock option ~~costs~~expense ofrelated ~~$197,000~~to the ~~granted~~change toin the ~~CEO~~Company’s inexecutive leadership that occurred during the fiscal ~~2018~~2017 ~~second~~third quarter.

Interest expense in the ~~second~~third quarter of fiscal 2018 was $7181,000, ~~which~~as ~~was~~compared ato $573,000 ~~increase~~in ~~from~~ the prior year quarter. Year-to-date ~~interest~~ interest expense offor fiscal 2018 was $~~149~~229,000 ~~was~~versus ~~higher~~$207,000 ~~than~~in the ~~previous~~prior year~~-to-date period by $15,000~~. The higher interest costs are a result of ~~the~~a higher ~~overall~~ level of long-term debt.

The Company’s effective tax rate for its fiscal ~~second~~third quarter ended ~~February~~May 2527, 2018 was ~~negative (494~~14.8)4% as compared to a negative (3742.59)% for the quarter ended ~~February~~May 2628, 2017. The year-to-date effective tax rate was ~~also~~ a ~~similar~~negative ~~tax~~(97.0)% ~~benefit~~ in the current year asversus ~~well~~a asnegative (39.1)% in 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. Atwhich ~~November~~occurred ~~26,~~during ~~2017,~~ the Company’s ~~had~~fiscal ~~a net deferred~~second ~~tax~~quarter ~~liability~~ending ~~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, of which most of that amount was attributable to the revaluation.

Liquidity and Capital Resources:

On ~~February~~May 2527, 2018 working capital was $7,~~457~~931,000 as compared to $7,104,000 at August 27, 2017. The ratio of current assets to ~~current~~ current liabilities at ~~February~~May 2527, 2018 was 2.6384 to 1.0 compared to 2.51 to 1.0 at August 27, 2017. The ~~change~~increase in ~~working~~these ~~capital came~~two ratios came primarily from ~~increases~~an increase in accounts receivable and ~~inventory~~inventories and lower accounts payable partially offset by ~~the~~a ~~decrease~~lower inlevel of cash and ~~increase~~cash ~~in accounts payable~~equivalents.

The Company’s ~~agreements~~has a revolving credit agreement with its bank. ~~provide~~The ~~for~~revolving ~~certain~~credit ~~restrictive~~agreement ~~covenants~~provides ~~including~~for a ~~minimum~~maximum ~~tangible~~loan ~~net~~of ~~worth and~~$1,500,000 with interest at the thirty day LIBOR rate plus 2.0% with a ~~minimum~~base ~~working~~rate ~~capital~~of 2.75%. AtThe revolver has a maturity date of February 2515, 2019. ~~2018,~~No ~~the~~amounts ~~Company~~have ~~was~~been indrawn ~~compliance~~against ~~with~~the ~~these~~revolving ~~covenants~~line of credit.

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 ~~February~~May 2527, 2018, our disclosure controls ~~and~~ 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 1A. RISK FACTORS

Not Applicable.

Item 6. EXHIBITS

A. The following exhibits are included herein:

	Exhibit 31.1	Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.

	Exhibit 31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 of the Exchange Act.

	Exhibit 32	Certificate pursuant to 18 U.S.C. §1350.

	101.INS**	XBRL Instance

	101.SCH**	XBRL Taxonomy Extension Schema

	101.CAL**	XBRL Taxonomy Extension Calculation

	101.DEF**	XBRL Taxonomy Extension Definition

	101.LAB**	XBRL Taxonomy Extension Labels

	101.PRE**	XBRL Taxonomy Extension Presentation

SIGNATURES

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

	WSI INDUSTRIES, INC.
Date: March 21, 2018	/s/ Michael J. Pudil
Date: June 14, 2018	/s/ Michael J. Pudil
	Michael J. Pudil, President & CEO
Date: March 21, 2018	/s/ Paul D. Sheely
Date: June 14, 2018	/s/ Paul D. Sheely
	Paul D. Sheely, Vice President, Finance & CFO

Filing Compare · WSI INDUSTRIES, INC.