Form 8-K WSI INDUSTRIES, INC. For: Dec 18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (date of earliest event reported): December 18, 2014

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�	WSI Industries, Inc.		�
(Exact name of Registrant as Specified in its Charter)
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�	Minnesota		�
(State Or Other Jurisdiction Of Incorporation)

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000-00619	�		41-0691607
(Commission File Number)	�		(I.R.S. Employer Identification No.)
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213 Chelsea Road Monticello, MN		�	55362		�
(Address Of Principal Executive Offices)		�	(Zip Code)
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�	(763) 295-9202		�
Registrants Telephone Number, Including Area Code

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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�����Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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�����Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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�����Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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�����Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Items under Sections 1, 3, 4, 6, and 7 are not applicable and therefore omitted.

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Item 2.02������� �Results of Operations and Financial Condition.

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WSI Industries, Inc. (the Company) issued a press release on December 18, 2014 disclosing material non-public information regarding its results of operations for the first quarter of fiscal year 2015. The Company hereby furnishes the press release, which is attached hereto as Exhibit 99.1.

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Item 5.07�������� Submission of Matters to a Vote of Security Holders.

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The Company held its 2015 Annual Meeting of Shareholders (the Annual Meeting) on December 18, 2014 at its offices at 213 Chelsea Road, Monticello, Minnesota, beginning at 1:00 p.m., local time. Of the 2,908,893 shares of the Companys common stock outstanding and entitled to vote at the Annual Meeting, 2,605,118 shares were present either in person or by proxy. The final results of voting for each matter submitted to a vote of shareholders at the Annual Meeting are set forth below.

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Proposal 1. To elect six directors to hold office until the next Annual Meeting of Shareholders or until their successors are elected and shall qualify.

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Nominee

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For����

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Withhold�����

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Broker Non-Vote

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Thomas C. Bender

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1,104,450

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153,073

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1,347,595

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James D. Hartman

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1,103,809

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153,714

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1,347,595

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Burton F. Myers II

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1,103,737

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153,786

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1,347,595

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Michael J. Pudil

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1,172,463

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85,060

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1,347,595

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Benjamin T. Rashleger

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1,073,456

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184,067

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1,347,595

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Jack R. Veach

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1,102,781

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154,742

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1,347,595

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The Companys shareholders elected all nominees named in the proxy statement for the meeting to the Companys board of directors, each to serve until the next annual meeting of shareholders or until their successors are elected and shall qualify.

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Proposal 2. Approval of amendments to the WSI Industries, Inc. 2005 Stock Option Plan.

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For	Against	Abstain	Broker Non-Vote
834,749	412,552	10,222	1,347,595

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The Companys shareholders ratified and approved the amendments to the WSI Industries, Inc. Stock Option Plan.

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Proposal 3. To ratify and approve the appointment of Schechter Dokken Kanter Andrews & Selcer Ltd. as independent public accountants for the fiscal year ending August 30, 2015.

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For	Against	Abstain	Broker Non-Vote
2,381,414	11,131	212,573	-0-

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The appointment of Schechter Dokken Kanter Andrews & Selcer Ltd. was ratified and approved.

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Item 8.01���� ��Other Events.

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On December 18, 2014, the Companys Board of Directors declared a dividend of $.04 per share payable January 20, 2015 to holders of record on January 6, 2015.

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Item 9.01����� �Financial Statements And Exhibits.

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Exhibit No.	�	Description
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99.1	�	Press Release issued by WSI Industries, Inc. on December 18, 2014.

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SIGNATURE

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

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�	WSI INDUSTRIES, INC.		�
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�	By:	�/s/�Benjamin T. Rashleger������	�
�	Benjamin T. Rashleger		�
�	Chief Executive Office & President		�

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Date: December 23, 2014

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For Immediate Release

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EXHIBIT 99.1

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WSI Industries Reports Fiscal 2015 First Quarter Financial Results

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December 18, 2014Minneapolis, MNWSI Industries, Inc. (Nasdaq: WSCI) today reported sales for its fiscal 2015 first quarter ending November 30, 2014 of $10,098,000, versus the prior year amount of $10,199,000. Net income for the fiscal 2015 first quarter was $167,000 or $.06 per diluted share versus the prior year quarter of $345,000 or $.12 per diluted share.

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Benjamin Rashleger, president and chief executive officer, commented: Our fiscal 2015 first quarter sales were down slightly from last years first quarter. We experienced a moderate increase in our energy business which was offset by declines in both our aerospace and defense businesses. Our gross margin was down year-over-year due primarily to product mix as well as some production inefficiencies. Rashleger continued: Based on our backlog and customer forecasts, we anticipate that sales will increase in the coming quarters, and we are actively ramping up our human resource recruiting efforts in order to meet our upcoming customer requirements. We are also continuing to expand our business development efforts with new customers and opportunities. Our search is focused primarily on the aerospace and automotive industries, although we also are considering other areas that support the diversification of our business portfolio. While our near term sales expectations are strong, we will continue our efforts to grow and diversify our business.

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The Company also announced today that its Board of Directors has declared a quarterly dividend of $.04 per share. The dividend will be payable January 20, 2015 to holders of record on January 6, 2015.

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WSI Industries, Inc. is a leading contract manufacturer that specializes in the machining of complex, high-precision parts for a wide range of industries, including automotive, avionics and aerospace, energy, recreational powersports vehicles, small engines, marine, bioscience and the defense markets.

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For additional information:

Benjamin Rashleger (President & CEO) or Paul D. Sheely (CFO)

763-295-9202

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The statements included herein which are not historical or current facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Reform Act of 1995. There are certain important factors which could cause actual results to differ materially from those anticipated by some of the statements made herein, including the Companys ability to retain current programs and obtain additional manufacturing programs, and other factors detailed in the Companys filings with the Securities and Exchange Commission.

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WSI INDUSTRIES, INC.

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CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)

In thousands, except per share amounts

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�	�	First quarter ended						�
�	�	November 30,		�	�	November 24,		�
�	�	2014		�	�	2013		�
Net Sales	�	$	10,098	�	�	$	10,199	�
Cost of products sold	�	�	9,059	�	�	�	8,848	�
Gross margin	�	�	1,039	�	�	�	1,351	�
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Selling and administrative expense	�	�	700	�	�	�	700	�
Interest and other income	�	�	(2	)	�	�	(1	)
Interest and other expense	�	�	88	�	�	�	113	�
Earnings from operations before income taxes	�	�	253	�	�	�	539	�
Income taxes	�	�	86	�	�	�	194	�
Net earnings	�	$	167	�	�	$	345	�
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Basic earnings per share	�	$	0.06	�	�	$	0.12	�
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Diluted earnings per share	�	$	0.06	�	�	$	0.12	�
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Weighted average number of common shares outstanding	�	�	2,904	�	�	�	2,892	�
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Weighted average number of dilutive common shares outstanding	�	�	2,961	�	�	�	2,950	�

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)	�	�	�	�	�	�	�	�
In thousands	�	�	�	�	�	�	�	�
�	�	November 30,		�	�	November 24,		�
�	�	2014		�	�	2013		�
Assets:	�	�	�	�	�	�	�	�
Total Current Assets	�	$	12,982	�	�	$	11,099	�
Property, Plant, and Equipment, net	�	�	12,831	�	�	�	14,756	�
Intangible Assets, net	�	�	2,382	�	�	�	2,386	�
Total Assets	�	$	28,195	�	�	$	28,241	�
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Liabilities and Shareholders' Equity:	�	�	�	�	�	�	�	�
Total current liabilities	�	$	4,720	�	�	$	4,587	�
Long-term debt	�	�	8,203	�	�	�	9,739	�
Deferred tax liabilities	�	�	2,060	�	�	�	1,516	�
Shareholders' equity	�	�	13,212	�	�	�	12,399	�
Total Liabilities and Shareholders' Equity	�	$	28,195	�	�	$	28,241	�

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)	�	�	�	�	�	�	�	�
In thousands	�	�	�	�	�	�	�	�
�	�	November 30,		�	�	November 24,		�
�	�	2014		�	�	2013		�
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Cash flows from operating activities (1)	�	$	436	�	�	$	1,453	�
Cash used in investing activities	�	�	(33	)	�	�	(26	)
Cash used in financing activities	�	�	(546	)	�	�	(607	)
Net increase (decrease) in cash and cash equivalents	�	�	(143	)	�	�	820	�
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Cash and cash equivalents at beginning of period	�	�	3,233	�	�	�	1,906	�
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Cash and cash equivalents at end of period	�	$	3,090	�	�	$	2,726	�

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(1) Cash flows from operating activities includes non-cash adjustments for depreciation, deferred taxes and stock option compensation expense of $619 and $809 at November 30, 2014 and November 24, 2013, respectively.

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