Form 8-K WSI INDUSTRIES, INC. For: Dec 21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): December 21, 2015

 

WSI Industries, Inc.

(Exact name of Registrant as Specified in its Charter)

 

Minnesota

(State Or Other Jurisdiction Of Incorporation)

 

000-00619		41-0691607
(Commission File Number)		(I.R.S. Employer Identification No.)

 

213 Chelsea Road Monticello, MN		55362
(Address Of Principal Executive Offices)		(Zip Code)

 

(763) 295-9202

Registrant’s Telephone Number, Including Area Code

 

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):

 

	[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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

 

Item 2.02 Results of Operations and Financial Condition.

 

WSI Industries, Inc. (the “Company”) issued a press release on December 21, 2015 disclosing material non-public information regarding its results of operations for the first quarter of fiscal year 2016. The Company hereby furnishes the press release, which is attached hereto as Exhibit 99.1.

 

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

 

The Company held its 2016 Annual Meeting of Shareholders (the “Annual Meeting”) on December 21, 2015 at its offices at 213 Chelsea Road, Monticello, Minnesota, beginning at 1:00 p.m., local time. Of the 2,919,500 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting, 2,604,413 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.

 

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.

 

Nominee		For				Withhold				Broker Non-Vote
Thomas C. Bender			919,819				266,510				1,418,084
James D. Hartman			919,408				266,921				1,418,084
Burton F. Myers II			913,026				273,303				1,418,084
Michael J. Pudil			1,076,305				110,024				1,418,084
Benjamin T. Rashleger			997,922				188,407				1,418,084
Jack R. Veach			918,937				267,392				1,418,084

 

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

 

Proposal 2. To ratify and approve the appointment of Schechter Dokken Kanter Andrews & Selcer Ltd. as independent public accountants for the fiscal year ending August 28, 2016.

 

For				Against				Abstain				Broker Non-Vote
	2,339,378				11,060				253,975				-0-

 

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

 

Item 8.01 Other Events.

 

On December 21, 2015, the Company’s Board of Directors declared a dividend of $.04 per share payable January 20, 2016 to holders of record on January 6, 2016.

 

Item 9.01 Financial Statements And Exhibits.

 

Exhibit No.		Description
99.1		Press Release issued by WSI Industries, Inc. on December 21, 2015.

 

 

SIGNATURE

 

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.

 

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

 

Date: December 22, 2015

 

 

For Immediate Release

EXHIBIT 99.1

 

WSI Industries Reports Fiscal 2016 First Quarter Financial Results

 

December 21, 2015—Minneapolis, MN—WSI Industries, Inc. (Nasdaq: WSCI) today reported sales for its fiscal 2016 first quarter ending November 29, 2015 of $9,731,000, versus the prior year amount of $10,098,000. Net income for the fiscal 2016 first quarter was $132,000 or $.05 per diluted share versus the prior year quarter of $167,000 or $.06 per diluted share.

 

Related to the quarter results, Benjamin Rashleger, president and chief executive officer, commented: “Our fiscal 2016 first quarter sales were down from the prior year quarter due to the continued slump in our energy business. However, our core business in the recreational powersports market experienced another rise with sales increasing by 11% over the prior year quarter.” Rashleger continued: “The impact of the low price of oil and natural gas has essentially idled our energy related business. This reduction has, and will continue to, impact our results while we backfill our available and underutilized capacity which leaves us well positioned to capture new business.”

 

Related to the business, Rashleger commented: “We understand the importance of having a robust business development system in place to drive our diversification and growth goals. We have been making important and strategic changes to our organization and strategy as it relates to business development, and we were pleased to recently announce the addition of Tom Schmeling as our Director of Business Development and Marketing. Tom will lead an independent and dedicated department and team with the sole responsibility of developing new business in strategic industries and with strategic accounts in those industries. Tom will be responsible for all of our business development and marketing strategies and the execution towards those strategies. We are excited about the potential Tom will bring to our organization, and for the benefit his contribution and leadership will bring to our diversification and growth goals. Tom’s addition will complement and further improve the traction we’ve developed in our current business development efforts, and we believe the quality of our existing opportunities remains good.”

 

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, 2016 to holders of record on January 6, 2016.

 

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.

 

#             #              #

 

For additional information:

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

763-295-9202

 

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 Company’s ability to retain current programs and obtain additional manufacturing programs, and other factors detailed in the Company’s filings with the Securities and Exchange Commission.

 

 

WSI INDUSTRIES, INC.

 

CONSOLIDATED STATEMENT OF OPERATIONS (unaudited)

In thousands, except per share amounts

 

		First quarter ended
		November 29, 2015				November 30, 2014
Net Sales		$	9,731			$	10,098
Cost of products sold			8,843				9,059
Gross margin			888				1,039
Selling and administrative expense			705				700
Interest and other income			(1	)			(2	)
Interest and other expense			82				88
Earnings from operations before income taxes			102				253
Income tax expense (benefit)			(30	)			86
Net earnings		$	132			$	167
Basic earnings per share		$	0.05			$	0.06
Diluted earnings per share		$	0.05			$	0.06
Weighted average number of common shares outstanding			2,920				2,904
Weighted average number of dilutive common shares outstanding			2,932				2,961

 

 

WSI INDUSTRIES, INC.

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

In thousands

 

		November 29, 2015				November 30, 2014
Assets:
Total Current Assets		$	13,114			$	12,982
Property, Plant, and Equipment, net			12,465				12,831
Intangible Assets, net			2,378				2,382
Total Assets		$	27,957			$	28,195
Liabilities and Shareholders’ Equity:
Total current liabilities		$	4,244			$	4,720
Long-term debt			7,959				8,203
Deferred tax liabilities			1,826				2,060
Shareholders’ equity			13,928				13,212
Total Liabilities and Shareholders’ Equity		$	27,957			$	28,195

 

 

WSI INDUSTRIES, INC.

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

In thousands

 

		November 29, 2015				November 30, 2014
Cash flows from operating activities (1)		$	1,454			$	436
Cash used in investing activities			(50	)			(33	)
Cash used in financing activities			(513	)			(546	)
Net increase (decrease) in cash and cash equivalents			891				(143	)
Cash and cash equivalents at beginning of period			4,150				3,233
Cash and cash equivalents at end of period		$	5,041			$	3,090

 

(1) Cash flows from operating activities includes non-cash adjustments for depreciation, deferred taxes and stock option compensation expense of $619 and $619 at November 29, 2015 and November 30, 2014, respectively.

 

 

 

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