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 25, 2018

OR

 

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

 

For the transition period from _______ to

Commission file number 0-619

 

WSI Industries, Inc.

(Exact name of registrant as specified in its charter)

 

Minnesota		41-0691607
(State or other jurisdiction of 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: 2,969,208 shares of common stock were outstanding as of March 21, 2018.

 

 

 

WSI INDUSTRIES, INC.

 

AND SUBSIDIARIES

 

INDEX

 

	Page No.
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets February 25, 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 Cash Flows Twenty-Six weeks ended February 25, 2018 and February 26, 2017 (Unaudited)	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	9-11
Item 4. Controls and Procedures	12
PART II. OTHER INFORMATION:
Item 1A. Risk Factors	12
Item 6. Exhibits	12
Signatures	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
Assets
Current Assets:
Cash and cash equivalents		$	4,072,223			$	5,846,933
Accounts receivable			3,363,530				2,739,087
Inventories			4,532,237				3,131,679
Prepaid and other current assets			67,767				78,409
Total Current Assets			12,035,757				11,796,108
Property, Plant and Equipment – Net			10,650,157				10,320,808
Goodwill and other assets, net			2,368,452				2,368,452
Total Assets		$	25,054,366			$	24,485,368
Liabilities and Stockholders’ Equity
Current Liabilities:
Trade accounts payable		$	2,416,650			$	2,058,992
Accrued compensation and employee withholdings			711,626				664,277
Other accrued expenses and deferred revenue			139,827				530,552
Current portion of long-term debt			1,310,566				1,438,057
Total Current Liabilities			4,578,669				4,691,878
Long-term debt, less current portion			5,928,841				5,441,848
Deferred tax liabilities			465,554				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
Capital in excess of par value			4,144,918				4,192,578
Deferred Compensation			-				(76,500	)
Retained earnings			9,639,462				9,024,502
Total Stockholders’ Equity			14,081,302				13,436,574
Total Liabilities and Stockholders’ Equity		$	25,054,366			$	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
		February 25, 2018				February 26, 2017				February 25, 2018				February 26, 2017
Net sales		$	8,553,926			$	6,313,586			$	16,082,726			$	12,643,527
Cost of products sold			7,675,046				6,107,015				14,304,978				12,129,072
Gross margin			878,880				206,571				1,777,748				514,455
Selling and administrative expense			962,008				720,966				1,653,120				1,482,144
Interest and other income			(20,058	)			(1,167	)			(28,562	)			(3,257	)
Interest expense			70,988				66,457				148,744				134,126
Income (loss) before income taxes			(134,058	)			(579,685	)			4,446				(1,098,558	)
Income tax benefit			(663,297	)			(217,492	)			(610,514	)			(414,003	)
Net income (loss)		$	529,239			$	(362,193	)		$	614,960			$	(684,555	)
Basic earnings (loss) per share		$	.18			$	(.12	)		$	.21			$	(.23	)
Diluted earnings (loss) per share		$	.18			$	(.12	)		$	.21			$	(.23	)
Weighted average number of common shares outstanding, basic			2,963,305				2,919,500				2,949,766				2,919,500
Weighted average number of common shares outstanding, diluted			2,987,969				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)

 

		26 weeks ended
		February 25, 2018				February 26, 2017
Cash Flows From Operating Activities:
Net income (loss)		$	614,960			$	(684,555	)
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation			841,617				905,913
Amortization			1,966				6,684
Deferred taxes			(610,514	)			(414,003	)
Stock option compensation expense			259,919				62,386
Changes in assets and liabilities:
Decrease (increase) in accounts receivable			(624,443	)			1,268,294
Increase in inventories			(1,400,558	)			(127,092	)
Decrease in prepaid and other current assets			10,642				60,967
Increase (decrease) in accounts payable and accrued expenses			14,282				358,091
Net cash provided by (used in) operations			(892,129	)			1,436,685
Cash Flows From Investing Activities:
Purchase of property, plant and equipment			(1,170,966	)			(76,499	)
Equipment advance payments exchanged with debt			1,091,722				-
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	)
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		$	4,072,223			$	5,648,070
Supplemental cash flow information:
Cash paid during the period for:
Interest		$	148,413			$	135,591
Income taxes		$	5,000			$	2,500
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 February 25, 2018, the condensed consolidated statements of income for the thirteen and twenty-six weeks ended February 25, 2018 and February 26, 2017 and the condensed consolidated statements of cash flows for the 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:

 

		February 25, 2018				August 27, 2017
Raw material		$	1,457,660			$	1,047,931
WIP			1,532,363				1,448,282
Finished goods			1,542,214				635,466
		$	4,532,237			$	3,131,679

 

3.	OTHER ASSETS

 

Goodwill and other assets consist of costs resulting from business acquisitions which total $2,368,452 at February 25, 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.

 

 

5.	INCOME TAXES:

 

The Company’s effective tax rate for its fiscal second quarter ended February 25, 2018 was a 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.

 

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.

 

 

7.	EARNINGS PER SHARE:

 

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

 

		Thirteen weeks ended								Twenty-Six weeks ended
		February 25,				February 26,				February 25,				February 26,
		2018				2017				2018				2017
Numerator for basic and diluted earnings per share:
Net income (loss)		$	529,239			$	(362,193	)		$	614,960			$	(684,555	)
Denominator
Denominator for basic earnings per share – weighted average shares			2,963,305				2,919,500				2,949,766				2,919,500
Effect of dilutive securities:
Employee and non-employee options			24,664				-				13,662				-
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		$	.18			$	(.12	)		$	.21			$	(.23	)
Diluted earnings (loss) per share		$	.18			$	(.12	)		$	.21			$	(.23	)

 

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

 

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 $8,554,000 for the thirteen weeks ending February 25, 2018, an increase of 35% from the same period of the prior year. Year-to-date sales in fiscal 2018 are $16,083,000 compared to $12,644,000 in the prior year which equates to a 27% increase. Total Company sales by product markets are as follows:

 

		Fiscal Second Quarter Thirteen Weeks Ended																				Fiscal Second 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
		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	%
Energy			800,000				9	%			261,000				4	%			207	%			1,264,000				8	%			335,000				3	%			277	%
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 were up 27% for the fiscal 2018 second quarter as compared to the prior year 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 the 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 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 fiscal 2018.

 

Sales from the Company’s energy business for the fiscal 2018 second quarter increased by 207% over the prior year’s second quarter. Year-to-date sales as of February 25, 2018 increased by 277%. During the past twelve months the Company starting shipping product in its shale fracturing business for programs that had been mostly dormant prior to that time.

 

Sales from the Company’s aerospace, defense and other markets were up 34% and 47% in the fiscal 2018 second quarter and year-to-date periods, respectively. Quarter-to-date and year-to-date sales were both positively affected by increased demand from existing customers as well as sales for new programs to new customers.

 

Gross margin in the fiscal 2018 second quarter increased to 10.3% from 3.3% in the prior year quarter. Year-to-date gross margin in fiscal 2018 was 11.1%, which was an increase over the prior year-to-date gross margin of 4.1%. Both quarterly and year-to-date gross margins were positively affected by higher volume, as well as improvements made in manufacturing efficiencies in several of the Company’s existing programs.

 

Selling and administrative expense of $962,000 for the quarter ending February 25, 2018 was $241,000 higher than the prior year period total of $721,000. Year-to-date selling and administrative expense of $1,653,000 was $171,000 higher than the prior year-to-date period. Fiscal 2018 selling and administrative costs for quarter and year-to-date periods were affected by one-time bonus and stock option costs of $197,000 granted to the CEO in the fiscal 2018 second 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.

 

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.

 

Liquidity and Capital Resources:

 

On February 25, 2018 working capital was $7,457,000 as compared to $7,104,000 at August 27, 2017. The ratio of current assets to current liabilities at February 25, 2018 was 2.63 to 1.0 compared to 2.51 to 1.0 at August 27, 2017. The change in working capital came primarily from increases in accounts receivable and inventory partially offset by the decrease in cash 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 February 25, 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 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
	Michael J. Pudil, President & CEO
Date: March 21, 2018	/s/ Paul D. Sheely
	Paul D. Sheely, Vice President, Finance & CFO