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 28, 2007

Or

o                                 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:  000-23996

SCHMITT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

Oregon

 

93-1151989

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer Identification Number)

 

2765 NW Nicolai Street, Portland, Oregon 97210-1818

(Address of principal executive offices) (Zip Code)

 

(503) 227-7908

(Registrant’s telephone number, including area code)

 

Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Section 13 of 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           o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer o                 Accelerated filer o                 Non-accelerated filer x

 

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

 

The number of shares of each class of common stock outstanding as of March 26 , 2007

Common stock, no par value

 

2,656,294

 

 




SCHMITT INDUSTRIES, INC.

INDEX TO FORM 10-Q

Part I - FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

 

Financial Statements:

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets:

–  February 28, 2007 and May 31, 2006 (unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Statements of Operations:

–  For the Three and Nine Months Ended February 28, 2007 and  2006 (unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows:

–  For the Nine Months Ended February 28, 2007 and  2006 (unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Statement of Changes in Stockholders’ Equity:

–  For the Nine Months Ended February 28, 2007 (unaudited)

 

 

 

 

 

 

 

 

 

Notes to Consolidated Interim Financial Statements

 

 

 

 

 

 

 

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

 

 

 

 

 

 

Part II - OTHER INFORMATION

 

 

 

 

 

 

 

Item 6.

 

Exhibits

 

 

 

 

 

 

 

Signatures

 

 

 

 

 

 

 

 

 

Certifications

 

 

 

 

 

2




PART I - FINANCIAL INFORMATION

Item 1.    Financial Statements

SCHMITT INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

 

 

February 28, 2007

 

May 31, 2006

 

 

ASSETS

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

712,756

 

$

1,552,072

 

 

Short-term investments

 

3,974,687

 

1,985,940

 

 

Accounts receivable, net of allowance of $13,198 and $52,186 at February 28, 2007 and May 31, 2006, respectively

 

1,983,968

 

1,983,090

 

 

Inventories

 

3,651,359

 

3,241,590

 

 

Prep aid expenses

 

128,661

 

77,626

 

 

Income taxes receivable

 

9,413

 

 

 

Deferred tax asset

 

111,090

 

116,080

 

 

 

 

10,571,934

 

8,956,398

 

 

Property and equipment

 

 

 

 

 

 

Land

 

299,000

 

299,000

 

 

Buildings and improvements

 

1,363,131

 

1,275,922

 

 

Furniture, fixtures and equipment

 

801,463

 

1,180,648

 

 

Vehicles

 

96,849

 

96,849

 

 

 

 

2,560,443

 

2,852,419

 

 

Less accumulated depreciation and amortization

 

(1,356,271

)

(1,643,047

)

 

 

 

1,204,172

 

1,209,372

 

 

Other assets

 

 

 

 

 

 

Long-term deferred tax asset

 

4,110

 

552,380

 

 

Other assets

 

307,449

 

208,405

 

 

 

 

311,559

 

760,785

 

 

Total assets

 

$

12,087,665

 

$

10,926,555

 

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS ‘ EQUITY

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

Accounts payable

 

$

665,027

 

$

403,490

 

 

Accrued commissions

 

195,855

 

250,835

 

 

Accrued payroll liabilities

 

69,336

 

138,801

 

 

Other accrued liabilities

 

183,319

 

237,149

 

 

Income taxes payable

 

 

60,237

 

 

Current portion of long-term obligations

 

9,566

 

15,204

 

 

Total current liabilities

 

1,123,103

 

1,105,716

 

 

Long-term obligations

 

 

 

6,408

 

 

Stockholders’ equity

 

 

 

 

 

 

Common stock, no par value, 20,000,000 shares authorized, 2,652,128 and 2,625,045 shares issued and outstanding at February 28, 2007 and May 31, 2006, respectively

 

8,057,133

 

7,946,976

 

 

Accumulated other comprehensive loss

 

(109,503

)

(220,051

)

 

Retained earnings

 

3,016,932

 

2,087,506

 

 

Total stockholders’ equity

 

10,964,562

 

9,814,431

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

12,087,665

 

$

10,926,555

 

 

 

The accompanying notes are an integral part of these financial statements.

3




SCHMITT INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED FEBRUARY 28, 2007 AND 2006

(UNAUDITED)

 

 

Three Months Ended February 28,

 

Nine Months Ended February 28,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

2,970,877

 

$

2,707,123

 

$

8,973,125

 

$

7,977,607

 

Cost of sales

 

1,250,165

 

1,293,476

 

4,012,190

 

3,630,222

 

Gross profit

 

1,720,712

 

1,413,647

 

4,960,935

 

4,347,385

 

Operating expenses :

 

 

 

 

 

 

 

 

 

General, administration and sales

 

1,105,394

 

1,146,765

 

3,512,636

 

3,439,926

 

Research and development

 

15,041

 

26,070

 

54,490

 

59,709

 

Total operating expenses

 

1,120,435

 

1,172,835

 

3,567,126

 

3,499,635

 

Operating income

 

600,277

 

240,812

 

1,393,809

 

847,750

 

Other income

 

44,372

 

21,464

 

130,617

 

21,012

 

Income before income taxes

 

644,649

 

262,276

 

1,524,426

 

868,762

 

Provision for income taxes

 

257,000

 

64,500

 

595,000

 

33,543

 

Net income

 

$

387,649

 

$

197,776

 

$

929,426

 

$

835,219

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

$

0.08

 

$

0.35

 

$

0.32

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.14

 

$

0.07

 

$

0.34

 

$

0.30

 

 

The accompanying notes are an integral part of these financial statements.

4




SCHMITT INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2007 AND 2006

(UNAUDITED)

 

 

Nine Months Ended February 28,

 

 

 

2007

 

2006

 

Cash flows relating to operating activities

 

 

 

 

 

Net income

 

$

929,426

 

$

835,219

 

Adjustments to reconcile net income to net cash provided by operating activities :

 

 

 

 

 

Depreciation and amortization

 

157,147

 

158,412

 

Stock based compensation

 

40,377

 

 

Deferred taxes

 

553,260

 

(243,124

)

Tax benefit related to s tock options

 

8,739

 

175,365

 

Loss on disposal of property and equipment

 

7,220

 

 

(Increase) decrease in :

 

 

 

 

 

Accounts receivable

 

(878

)

436,650

 

Inventories

 

(409,769

)

146,504

 

Prepaid expenses

 

(51,035

)

(6,452

)

Income taxes receivable

 

(9,413

)

 

Increase (decrease) in :

 

 

 

 

 

Accounts payable

 

261,537

 

19,196

 

Accrued liabilities and customer deposits

 

(178,275

)

(91,705

)

Income taxes payable

 

(60,237

)

3,367

 

Net cash provided by operating activities

 

1,248,099

 

1,433,432

 

 

 

 

 

 

 

Cash flows relating to investing activities

 

 

 

 

 

Purchase of short-term investments

 

(7,488,747

)

(1,475,940

)

Maturities of short-term investments

 

5,500,000

 

 

Purchas e of property and equipment

 

(133,211

)

(97,642

)

Disposals of property and equipment

 

 

 

Advance on convertible promissory note

 

(125,000

)

 

Net cash used in investing activities

 

(2,246,958

)

(1,573,582

)

 

 

 

 

 

 

Cash flows relating to financing activities

 

 

 

 

 

Repayments on long-term obligations

 

(12,046

)

(20,655

)

Common stock issued on exercise of stock options

 

61,041

 

93,547

 

Net cash provided by financing activities

 

48,995

 

72,892

 

 

 

 

 

 

 

Effect of foreign exchange translation on cash

 

110,548

 

(2,290

)

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(839,316

)

(69,548

)

 

 

 

 

 

 

Cash and cash equivalents , beginning of period

 

1,552,072

 

1,176,959

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

712,756

 

$

1,107,411

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

303

 

$

489

 

Cash paid during the period for income taxes

 

$

143,734

 

$

113,365

 

 

The accompanying notes are an integral part of these financial statements.

5




SCHMITT INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED FEBRUARY 28, 2007

(UNAUDITED)

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

other

 

 

 

 

 

Total

 

 

 

 

 

 

 

comprehensive

 

Retained

 

 

 

comprehensive

 

 

 

Shares

 

Amount

 

loss

 

earnings

 

Total

 

income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31 , 2006

 

2,625,045

 

$

7,946,976

 

$

(220,051

)

$

2,087,506

 

$

9,814,431

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options exercised and related tax benefit of $8,739

 

27,083

 

69,780

 

 

 

69,780

 

 

 

Stock-based compensation

 

 

40,377

 

 

 

40,377

 

 

 

Net income

 

 

 

 

929,426

 

929,426

 

$

929,426

 

Other comprehensive income

 

 

 

110,548

 

 

110,548

 

110,548

 

Balance, February 28 , 2007

 

2,652,128

 

$

8,057,133

 

$

(109,503

)

$

3,016,932

 

$

10,964,562

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income, nine months ended February 28, 2007

 

 

 

 

 

 

 

 

 

 

 

$

1,039,974

 

 

6




SCHMITT INDUSTRIES, INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

Note 1:                   Basis of Presentation

The consolidated financial information included herein has been prepared by Schmitt Industries, Inc. (the Company) and its wholly owned subsidiaries.  In the opinion of management, the accompanying unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly its financial position as of February 28, 2007 and its results of operations and its cash flows for the nine months ended February 28, 2007 and 2006.  The consolidated balance sheet at May 31, 2006 has been derived from the Annual Report on Form 10-K for the fiscal year ended May 31, 2006.  The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2006.  Operating results for the interim periods presented are not necessarily indicative of the results that may be experienced for the fiscal year ending May 31, 2007.  Certain amounts in prior periods’ financial statements have been reclassified to conform to the current periods’ presentation.  These reclassifications did not affect consolidated net income.

During the current fiscal quarter the Company determined that (under certain circumstances) a portion of net income from the Company’s wholly owned subsidiary located in the United Kingdom, Schmitt Europe Ltd. (SEL) is subject to income tax in the United States.  The provision for income taxes for the nine months ended February 28, 2007 includes the Company’s provision for such income taxes.  The provision for income taxes as previously reported in our Quarterly Report on Form 10-Q for the three and six months ended November 30, 2006 did not consider such income taxes and was understated by $53,000.  Following restatements for such income taxes, the company’s net income for the three months ended November 30, 2006 was $271,185, ($.10 per fully diluted share) compared to previously reported net income of $324,185, ($.12 per fully diluted share) and net income for the six months ended November 30, 2006 was $541,777, ($.20 per fully diluted share) compared to previously reported net income of $594,777, ($.22 per fully diluted share).  No restatement is required for the first fiscal quarter of 2007 or for any quarterly periods in fiscal 2006 as SEL did not report net income subject to income tax in the United States in any of those periods.

Note 2:                   Revenue Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable.  For sales to all customers, including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped.  When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled.

Note 3:                   Recent Accounting Pronouncements

The Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) in June 2006.  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in our financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”.  The provisions of FIN 48 are effective for our fiscal year beginning June 1, 2007.  We are currently evaluating the impact of the provisions of FIN 48.

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin (SAB) No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements,” which addresses how the effects of prior-year uncorrected misstatements should be considered when quantifying misstatements in current-year financial statements. SAB No. 108 requires companies to quantify misstatements using both the balance sheet and income statement approaches and to evaluate whether either approach results in quantifying an error that is material in light of relevant quantitative and qualitative factors.  SAB No. 108 is effective for our fiscal year ending May 31, 2007.  We believe that the implementation of SAB No. 108 will not have any effect on our financial position or results of operations.

7




Note 4:                   Stock Options and Stock-Based Compensation

Stock-based compensation includes expense charges for all stock-based awards to employees and directors granted under the Company’s stock option plan.  On June 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payment (Revised 2004)”, which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options based on estimated fair values.  SFAS 123(R) supersedes previous accounting under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (APB 25), for periods beginning in fiscal 2007. In March 2005, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 107 relating to application of SFAS 123(R).  The Company has applied the provisions of SAB 107 in our adoption of SFAS 123(R).

The Company adopted SFAS 123(R) using the modified prospective transition method, which requires the application of the accounting standard as of June 1, 2006, the first day of our 2007 fiscal year. In accordance with the modified prospective transition method, the Company’s Consolidated Financial Statements for periods prior to the first quarter of fiscal 2007 have not been restated to reflect this change.  Stock-based compensation recognized during the period is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures.  The compensation cost for awards granted prior to May 31, 2006 is based on the grant date fair value estimated in accordance with the pro forma provisions of SFAS 123 while awards granted on or after June 1, 2006 follow the provisions of SFAS 123(R) to determine the grant date fair value and compensation cost. Compensation cost for all stock-based awards is recognized using the straight-line method.  Stock-based compensation recognized in the Company’s Consolidated Financial Statements for the nine months ended February 28, 2007 includes compensation cost for stock-based awards granted prior to, but not fully vested as of, May 31, 2006.  There were no stock-based awards granted subsequent to May 31, 2006.

Upon adoption of SFAS 123(R), the Company continued to use the Black-Scholes option pricing model as its method of valuation for stock-based awards. The Company’s determination of the fair value of stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables.  Although the fair value of stock-based awards is determined in accordance with SFAS 123(R) and SAB 107, the Black-Scholes option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing results.  These variables include, but are not limited to:

·                  Risk-Free Interest Rate.  The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury issues with an equivalent remaining term approximately equal to the expected life of the award.

·                  Expected Life.  The expected life of awards granted represents the period of time that they are expected to be outstanding.  The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms, vesting schedules and pre-vesting and post-vesting forfeitures.

·                  Expected Volatility.  The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock. The volatility factor the Company uses is based on its historical stock prices over the most recent period commensurate with the estimated expected life of the award. These historical periods may exclude portions of time when unusual transactions occurred.

·                  Expected Dividend Yield.  The Company has never paid any cash dividends on its common stock and does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an expected dividend yield of zero.

·                  Expected Forfeitures.  The Company uses relevant historical data to estimate pre-vesting option forfeitures. The Company records stock-based compensation only for those awards that are expected to vest.

The Company has computed, to determine stock-based compensation expense recognized for the three and nine months ended February 28, 2007 and for pro forma disclosure purposes for the three and nine months ended February 28, 2006, the value of all stock options granted using the Black-Scholes option pricing model as prescribed by SFAS No. 123(R) using the following assumptions:

Risk-free interest rate

 

3.8-4.45

%

Expected life

 

4.0-4.7 years

 

Expected volatility

 

95-102

%

 

8




Stock-Based Compensation Under FAS 123(R)

The following table summarizes stock-based compensation expense related to stock-based awards under SFAS 123(R) for the three and nine months ended February 28, 2007 and what certain operating results would have been without the effects of applying SFAS No. 123(R).

 

Three Months Ended

 

Nine Months Ended

 

 

 

February 28, 2007

 

February 28, 2007

 

 

 

 

 

Pro Forma without

 

 

 

Pro Forma without

 

 

 

 

 

effects of applying

 

 

 

effects of applying

 

 

 

As reported

 

SFAS No. 123(R)

 

As reported

 

SFAS No. 123(R)

 

General, administration and sales

 

$

1,105,394

 

$

1,118,853

 

$

3,512,636

 

$

3,553,013

 

Income before income taxes

 

$

644,649

 

$

658,108

 

$

1,524,426

 

$

1,564,803

 

Net income

 

$

387,649

 

$

395,940

 

$

929,426

 

$

954,298

 

Cash flow from operating activities

 

 

 

 

 

$

1,248,099

 

$

1,248,099

 

Cash flow from financing activities

 

 

 

 

 

$

48,995

 

$

48,995

 

Basic earnings per share

 

$

0.15

 

$

0.15

 

$

0.35

 

$

0.36

 

Diluted earnings per share

 

$

0.14

 

$

0.14

 

$

0.34

 

$

0.35

 

 

At February 28, 2007 the Company had a total of 188,162 outstanding stock options (171,538 vested and exercisable and 16,624 non-vested) with a weighted average exercise price of $2.53.  The Company estimates that a total of approximately $50,517 will be recorded as additional stock-based compensation expense over the period beginning with the quarter ending May 31, 2007 through the fiscal year ending May 31, 2009, for all options which are outstanding as of February 28, 2007, but which were not yet vested.

Outstanding Options

 

Exercisable Options

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

Weighted

 

Remaining

 

 

 

Weighted

 

Number of

 

Average

 

Contractual

 

Number of

 

Average

 

Shares

 

Exercise Price

 

Life (yrs)

 

Shares

 

Exercise Price

 

80,413

 

$

1.20

 

5.1

 

80,413

 

$

1.20

 

76,249

 

2.30

 

7.3

 

73,750

 

2.30

 

5,000

 

5.80

 

8.7

 

3,750

 

5.80

 

26,500

 

6.58

 

8.6

 

13,625

 

6.58

 

188,162

 

$

2.53

 

6.5

 

171,538

 

$

2.20

 

 

Options granted, exercised, canceled and expired under the Company’s stock option plan during the three and nine months ended February 28, 2007 are summarized as follows:

 

Three Months Ended

 

Nine Months Ended

 

 

 

February 28, 2007

 

February 28, 2007

 

 

 

 

 

Weighted

 

 

 

Weighted

 

 

 

Number of

 

Average

 

Number of

 

Average

 

 

 

Shares

 

Exercise Price

 

Shares

 

Exercise Price

 

Options outstanding - beginning of period

 

188,162

 

$

2.53

 

216,496

 

$

2.52

 

Options granted

 

 

 

 

 

Options exercised

 

 

 

(27,084

)

2.25

 

Options forfeited/cancelled

 

 

 

(1,250

)

6.58

 

Options outstanding February 28, 2007

 

188,162

 

$

2.53

 

188,162

 

$

2.53

 

 

9




Pro Forma Information under SFAS 123 and APB 25

Prior to June 1, 2006, the Company elected to follow the accounting provisions of APB 25 for stock-based compensation and to furnish the pro forma disclosures required under SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.”  No stock-based employee compensation cost was reflected in net income because all options granted under the Company’s stock option plan had an exercise price equal to the market value of the underlying common stock on the date of the grant. The following table illustrates the effect on the Company’s net income and basic and diluted net income per share for the three and nine months ended February 28, 2006 had compensation cost for the plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of SFAS 123.

 

Three Months Ended

 

Nine Months Ended

 

 

 

February 28, 2006

 

February 28, 2006

 

Net income, as reported

 

$

197,776

 

$

835,219

 

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax

 

(4,811

)

(14,436

)

Pro forma net income

 

$

192,965

 

$

820,783

 

Earnings per share – basic

 

 

 

 

 

As reported

 

$

0.08

 

$

0.32

 

Pro forma

 

$

0.07

 

$

0.32

 

Earnings per share – diluted

 

 

 

 

 

As reported

 

$

0.07

 

$

0.30

 

Pro forma

 

$

0.07

 

$

0.30

 

 

Note 5:                   EPS Reconciliation

 

Three Months Ended

 

Nine Months Ended

 

 

 

February 28,

 

February 28,

 

 

 

2007

 

2006

 

2007

 

2006

 

Weighted average shares (basic)

 

2,642,919

 

2,614,734

 

2,645,655

 

2,601,840

 

Effect of dilutive stock options

 

188,162

 

222,807

 

194,768

 

223,761

 

Weighted average shares (diluted)

 

2,831,081

 

2,837,541

 

2,840,423

 

2,825,601

 

 

Basic earnings per share are computed using the weighted average number of shares outstanding.  Diluted earnings per share are computed using the weighted average number of shares outstanding, adjusted for dilutive incremental shares attributed to outstanding options to purchase common stock.

Note 6:                   Deferred Tax Assets

The Company applies the asset and liability method in recording income taxes, under which deferred income tax assets and liabilities are determined, based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using currently enacted tax rates and laws.  Deferred tax assets are evaluated and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.  The Company has recorded a substantial deferred tax asset related to the expected realization of net operating loss carryforwards for federal income tax purposes and other temporary differences between book and tax bases of assets and liabilities.  Due to the uncertainty of utilization of the Company’s net operating losses and in consideration of other factors, management recorded a valuation allowance on the deferred tax asset at May 31, 2003.

During Fiscal 2005 and 2006, management concluded future operations would produce sufficient earnings so that portions of this asset could be used in future periods to reduce federal and state tax liabilities and the allowance was reduced to reflect the amount of the deferred tax asset management believes can be utilized in future periods.  Our effective tax rate on consolidated net income was 38.7% and 3.9% in the first nine months of fiscal 2007 and 2006, respectively.  Our

10




effective tax rate on consolidated net income differs from the federal statutory tax rate in the first nine months of fiscal 2007 primarily due to certain expenses not deductible for income tax reporting offset by lower effective tax rates on net income reported by the Company’s wholly owned subsidiary, Schmitt Europe Ltd. (SEL), located in the United Kingdom.   The net effective tax expense on consolidated net income in the first nine months of fiscal 2006 is primarily due to a reduction in the valuation allowance of $281,000 at November 30, 2005.  Management believes the effective tax rate on consolidated net income in future periods will reflect a normal combined state and federal rate, net of the effect from expenses not deductible for income tax reporting and net income or losses reported by SEL.

Note 7:                   Segments of Business

Segment Information

 

Three Months Ended February 28,

 

 

 

2007

 

2006

 

 

 

Balancer

 

Measurement

 

Balancer

 

Measurement

 

Gross sales

 

$

2,070,654

 

$

1,080,632

 

$

2,143,741

 

$

764,694

 

Intercompany sales

 

(168,646

)

(11,763

)

(178,746

)

(22,566

)

Net sales

 

$

1,902,008

 

$

1,068,869

 

$

1,964,995

 

$

742,128

 

Operating income

 

$

276,903

 

$

323,374

 

$

118,121

 

$

122,691

 

Intercompany rent expense (income)

 

$

(7,500

)

$

7,500

 

$

(7,500

)

$

7,500

 

Depreciation expense

 

$

37,560

 

$

6,473

 

$

34,657

 

$

8,771

 

Amortization expense

 

$

 

$

8,652

 

$

 

$

8,651

 

Advances on convertible note

 

$

125,000

 

$

 

$

 

$

 

Capital expenditures

 

$

86,701

 

$

 

$

551

 

$

 

 

 

Nine Months Ended February 28,

 

 

 

2007

 

2006

 

 

 

Balancer

 

Measurement

 

Balancer

 

Measurement

 

Gross sales

 

$

6,316,374

 

$

3,218,325

 

$

6,127,988

 

$

2,368,605

 

Intercompany sales

 

(454,730

)

(106,844

)

(451,816

)

(67,170

 

Net sales

 

$

5,861,644

 

$

3,111,481

 

$

5,676,172

 

$

2,301,435

 

Operating income

 

$

561,698

 

$

832,111

 

$

441,730

 

$

406,020

 

Intercompany rent expense (income)

 

$

(22,500

)

$

22,500

 

$

(22,500

)

$

22,500

 

Depreciation expense

 

$

109,993

 

$

21,198

 

$

105,135

 

$

27,325

 

Amortization expense

 

$

 

$

25,956

 

$

 

$

25,952

 

Advances on convertible note

 

$

125,000

 

$

 

$

 

$

 

Capital expenditures

 

$

114,601

 

$

18,610

 

$

36,945

 

$

60,697

 

 

11




Geographic Information

 

Three Months Ended February 28,

 

Nine Months Ended February

 

Geographic Sales

 

2007

 

2006

 

2007

 

2006

 

North American

 

 

 

 

 

 

 

 

 

United States

 

$

1,207,350

 

$

1,319,078

 

$

4,170,577

 

$

4,093,625

 

Canada and Mexico

 

33,480

 

82,181

 

154,671

 

136,445

 

North American total

 

1,240,830

 

1,401,259

 

4,325,248

 

4,230,070

 

European

 

 

 

 

 

 

 

 

 

Germany

 

54,043

 

115,961

 

198,570

 

277,328

 

Intercompany

 

 

(10,119

)

 

(10,293

)

Germany total

 

54,043

 

105,842

 

198,570

 

267,035

 

United Kingdom

 

228,230

 

273,168

 

816,930

 

756,562

 

Intercompany

 

(180,409

)

(191,193

)

(561,574

)

(505,160

)

United Kingdom total

 

47,821

 

81,975

 

255,356

 

251,402

 

Other European

 

340,264

 

334,251

 

1,126,696

 

748,889

 

Total European

 

442,128

 

522,068

 

1,580,622

 

1,267,326

 

Asia

 

811,167

 

559,713

 

2,147,637

 

1,718,079

 

Other markets

 

476,752

 

224,083

 

919,618

 

762,132

 

Total Net Sales

 

$

2,970,877

 

$

2,707,123

 

$

8,973,125

 

$

7,977,607

 

 

 

Three Months Ended February 28,

 

 

 

2007

 

2006

 

 

 

United States

 

Europe

 

United States

 

Europe

 

Operating income (loss)

 

468,550

 

$

131,727

 

243,791

 

$

(2,979

)

Depreciation expense

 

41,218

 

$

2,815

 

$

40,519

 

$

2,909

 

Amortization expense

 

8,652

 

$

 

8,651

 

$

 

Advances on convertible note

 

125,000

 

$

 

 

$

 

Capital expenditures

 

86,701

 

$

 

 

$

551

 

 

 

Nine Months Ended February 28,

 

 

 

2007

 

2006

 

 

 

United States

 

Europe

 

United States

 

Europe

 

Operating income (loss)

 

1,159,303

 

$

234,506

 

877,668

 

$

(29,918

)

Depreciation expense

 

122,653

 

$

8,538

 

123,852

 

$

8,608

 

Amortization expense

 

25,956

 

$

 

25,952

 

$

 

Advances on convertible note

 

125,000

 

$

 

 

$

 

Capital expenditures

 

132,644

 

$

567

 

94,845

 

$

2,797

 

 

Note — Europe is defined as the European subsidiary, Schmitt Europe,Ltd.

Long-term Assets

 

February 28, 2007

 

May 31, 2006

 

Segment:

 

 

 

 

 

Balancer

 

$

1,061,366

 

$

1,483,166

 

Measurement

 

454,365

 

486,991

 

Geographic:

 

 

 

 

 

United States

 

$

1,503,854

 

$

1,949,390

 

Europe

 

11,877

 

20,767

 

 

Note 8:                   Related Party Transactions

12




Effective June 1, 2004, the Company entered into a contract to provide consulting services to PulverDryer USA, Inc., (“PulverDryer”) pursuant to which PulverDryer paid the Company $8,000 a month from June 2004 through October 2004.  PulverDryer also buys certain products from the Company at normal prevailing rates.  The Company and PulverDryer extended the contract from November 1, 2004 forward at that same monthly fee of $8,000.  Product sales to PulverDryer during the three months ended February 28, 2007 and 2006 totaled $11,710 and $13,531, respectively.  Product sales to PulverDryer during the nine months ended February 28, 2007 and 2006 totaled $31,233 and $86,099, respectively.

In connection with the contract, the Board authorized Wayne Case, the Company’s Chief Executive Officer, to provide advisory services to PulverDryer, and permitted Mr. Case to receive as compensation the total consulting fees paid by PulverDryer from June 2004 through October 2004.  Effective November 1, 2004, Mr. Case receives 40% of the ongoing consulting fee from PulverDryer, which percentage was determined by the Compensation Committee.  Mr. Case also serves on the board of directors of PulverDryer.

13




Item 2.    Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Schmitt Industries, Inc. designs, assembles and markets computer controlled balancing equipment (the Balancer Segment) primarily to the machine tool industry.  Through its wholly owned subsidiary, Schmitt Measurement Systems, Inc. (SMS), the Company designs, manufactures and markets precision laser measurement systems (the Measurement Segment). The Company also sells and markets its products in Europe through its wholly owned subsidiary, Schmitt Europe Ltd. (SEL), located in the United Kingdom.  The accompanying unaudited financial information should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended May 31, 2006.  Certain amounts in prior periods’ financial information have been reclassified to conform to the current periods’ presentation.  These reclassifications did not affect consolidated net income.

RESULTS OF OPERATIONS

Overview

Balancer segment sales focus throughout the world on end-users, rebuilders and original equipment manufacturers of grinding machines with the target geographic markets in North America, Asia and Europe.  Combined Balancer sales increased 3.3% for the nine months ended February 28, 2007 compared to the nine months ended February 28, 2006.  Balancer sales for the three months ended February 28, 2007 decreased 3.2% compared to the same fiscal quarter ended February 28, 2006.  North American sales declined (11.4%) in the three months ended February 28, 2007 compared to the three months ended February 28, 2006.  Recent weakness in industrial production toward the end of 2006 especially in the motor vehicle sectors, has caused production in other manufacturing industries to soften.  General economic data indicates a slowing in the growth of business capital spending on orders and shipments of equipment other than high-tech and transportation equipment. These economic conditions in the worldwide automotive, bearing and aircraft industries and its impact on the machine tool industry are the reason for softening Balancer orders.  Machine tool industry customers are optimistic regarding short term demand for grinding machines although the recent weakness in industrial production and business conditions in North America and indicate growth rates for their products which incorporate the Balancer segment product line will be lower than those experienced over the past three years.  Market demand in Asia for the Balancer segment products remains strong with that region showing a 29.3% increase for the three months ended February 28, 2007 compared to the three months ended February 28, 2006.  The European market growth rates slowed as total Balancer sales into that geographic market decreased (10.8%) during the three months ended February 28, 2007 compared to the three months ended February 28, 2006.  Sales in all Other markets decreased to $181,147 in the three months ended February 28, 2007 compared to $194,831 for the three months ended February 28, 2006, a 7% decrease.  As with the North American market, the duration of the stronger demand in Asia and conditions in the European market cannot be forecasted with any certainty.

The Measurement segment product line consists of both laser light-scatter and dimensional sizing products. Combined Measurement sales increased 35.2% for the nine months ended February 28, 2007 compared to the nine months ended February 28, 2006.  Measurement sales for the three months ended February 28, 2007 increased 44% when compared to the same fiscal quarter ended February 28, 2006.  The increased sales volume is primarily due to the delivery of a CASI Scatterometer during the second fiscal quarter and increased shipments of laser light-scatter products to the disk drive manufacturers.  As noted below sales can be very cyclical in the Measurement segment.  The business operations and prospects for these two product lines are summarized as follows:

Laser light-scatter products for disk drive and silicon wafer manufacturers – The primary target markets for Measurement products have been disk drive and silicon wafer manufacturers and companies and organizations involved in research efforts. Certain segments of these targeted industries have seen consolidation into very large international manufacturers.  Sales totaled $1,383,589 for the nine months ended February 28, 2007 compared to the $884,817 for the nine months ended February 28, 2006.  Information has indicated continued improving demand for and sales of disk drive products.  U.S. retail sales of external drives by disk drive manufacturers rose an estimated 75% during the third calendar quarter of 2006 citing demand fueled by need to convert photos, video and other content into digital form.  The disk drive industry has recently announced they expect to start delivering drives that store a trillion bytes of data, known as a terabyte.  Sales to customers in these industries can be very cyclical and therefore the impact of the strong demand in the disk drive industry on sales to the Company’s laser light-scatter products is unknown at this time and cannot be forecasted with any certainty.

14




Laser light-scatter products for research organizations – The Company continues to receive inquiries for these products and provide quotes to interested parties.  The Company completed the delivery of a CASI Scatterometer in the second fiscal quarter, the first delivery of a new CASI Scatterometer since fiscal 2004.

Dimensional sizing products – These products are marketed and sold into a wide array of industries and used in applications from steel casting, paper production, crane control and medical imaging to micron level part and surface inspection.  Sales totaled $1,516,350 for the nine months ended February 28, 2007 compared to the $1,416,618 for the nine months ended February 28, 2006.  Sales of these products can be cyclical and therefore the duration of the continued demand cannot be forecasted with any certainty.

The Company entered into a convertible promissory note agreement with Xtero Datacom, Inc. of Vancouver, British Columbia pursuant to which the Company will loan up to $250,000 USD to Xtero to fund product development and testing of Xtero satellite measurement technologies.  The advances under the loan agreement are based on established milestones being achieved by Xtero in the beta field testing of their technology over the next 90 days.  The loan is convertible into equity of Xtero at the sole option of Schmitt Industries, Inc.  On February 14, 2007, Schmitt advanced $125,000 to Xtero.

Critical Accounting Policies

Revenue Recognition – The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is probable.  For sales to all customers, including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped.  When other significant obligations remain after products are delivered, revenue is recognized only after such obligations are fulfilled.

Cash Equivalents and Short Term Investments – The Company generally invests excess cash in money market funds and investment grade highly liquid securities. The Company considers securities that are highly liquid, readily convertible into cash and have original maturities of less than three months when purchased to be cash equivalents.  At February 28, 2007, short-term investments are classified as available-for-sale.  The carrying amounts of cash equivalents and short term investments are stated at cost, which approximate fair market value because of their short maturities.  There were no related unrealized holding gains or losses at February 28, 2007.

Accounts Receivable – The Company maintains credit limits for all customers that are developed based upon several factors, including but not limited to payment history, published credit reports and use of credit references.  On a monthly basis, management performs various analyses to evaluate accounts receivable balances to ensure recorded amounts reflect estimated net realizable value.  This review includes accounts receivable agings, other operating trends and relevant business conditions, including general economic factors, as they relate to the Company’s domestic and international customers. If these analyses lead management to the conclusion that potential significant accounts are uncollectible, a reserve is provided.

Inventories – These assets are stated at the lower of cost or market on an average cost basis. Each fiscal quarter, management utilizes various analyses based on sales forecasts, historical sales and inventory levels to ensure the current carrying value of inventory accurately reflects current and expected requirements within a reasonable timeframe.

Deferred Tax Assets– The Company applies the asset and liability method in recording income taxes, under which deferred income tax assets and liabilities are determined, based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using currently enacted tax rates and laws. Additionally, deferred tax assets are evaluated and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.  In Fiscal 2005 and 2006, management concluded future operations would produce sufficient earnings so that a portion of this asset could be used in future periods to reduce federal and state tax liabilities.  Management continues to review the level of the valuation allowance on a quarterly basis. There can be no assurance that the Company’s future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized.

Intangible Assets – There is a periodic review of intangible and other long-lived assets for impairment.  This review consists of the analysis of events or changes in circumstances that would indicate the carrying amount of the asset may not be recoverable. Recoverability is determined by comparing the forecasted future net cash flows from the operations to which the assets relate, based on management’s best estimates using the appropriate assumptions and projections at the time, to the

15




carrying amount of the assets.  If the carrying value is determined to be in excess of future operating cash flows, the asset is considered impaired and a loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the assets.   As of February 28, 2007, management does not believe impairment, as defined above, exists.

Recently issued accounting pronouncements:

The FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48) in June 2006.  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in our financial statements in accordance with SFAS No. 109, “Accounting for Income Taxes”.  The provisions of FIN 48 are effective for our fiscal year beginning June 1, 2007.  We are currently evaluating the impact of the provisions of FIN 48.

Discussion of operating results:

Three months ended February 28, 2007 and 2006:

 

Three months ended February 28, 2007

 

 

 

Consolidated

 

Balancer

 

Measurement

 

 

 

Dollars

 

%

 

Dollars

 

%

 

Dollars

 

%

 

Sales

 

$

2,970,877

 

100.0

 

$

1,902,008

 

100.0

 

$

1,068,869

 

100.0

 

Cost of sales

 

1,250,165

 

42.1

 

895,693

 

47.1

 

354,472

 

33.2

 

Gross profit

 

1,720,712

 

57.9

 

$

1,006,315

 

52.9

 

$

714,397

 

66.8

 

Operating expenses

 

1,120,435

 

37.7

 

 

 

 

 

 

 

 

 

Operating income

 

$

600,277

 

20.2

 

 

 

 

 

 

 

 

 

 

 

Three months ended February 28, 2006

 

 

 

Consolidated

 

Balancer

 

Measurement

 

 

 

Dollars

 

%

 

Dollars

 

%

 

Dollars

 

%

 

Sales

 

$

2,707,123

 

100.0

 

$

1,964,995

 

100.0

 

$

742,128

 

100.0

 

Cost of sales

 

1,293,476

 

47.8

 

1,000,603

 

50.9

 

292,873

 

39.5

 

Gross profit

 

1,413,647

 

52.2

 

$

964,392

 

49.1

 

$

449,255

 

60.5

 

Operating expenses

 

1,172,835

 

43.3

 

 

 

 

 

 

 

 

 

Operating income

 

$

240,812

 

8.9

 

 

 

 

 

 

 

 

 

 

Worldwide sales of Balancer products decreased 3.2% in the three month period ended February 28, 2007 when compared to the same period in the prior fiscal year as sales in North American declined 11.4% and European Balancer markets decreased 10.8% offset by sales growth in the Asian markets which increased by 29.3%.  All Other markets decreased 7% in the most current fiscal quarter when compared to the same period in the prior fiscal year.  Unit sales prices of Balancer products are relatively stable in each of the major markets and therefore any increases or decreases in the dollar amount of sales between fiscal periods can generally be attributed to an increase or decrease in the number of units sold.  The Balancer product sales increase in Asia is attributed to the continued expansion of the sales efforts in China.  Balancer sales in the third fiscal quarter to Europe decreased primarily due to reduced sales in Germany and the United Kingdom.  The decline in unit in European markets was offset positively by changes in foreign exchange rates between the two fiscal periods.

Measurement product sales increased by a combined 44% in the most current fiscal quarter when compared to the same period in the prior fiscal year primarily due to increased shipments of laser light-scatter products to disk drive manufacturers.  These increases were offset by dimensional sizing products sales declining by 2.5%.  The Measurement segment’s largest market, North America, decreased 11.5% in the three months ended February 28, 2007 compared to the three months ended February 28, 2006.  Market demand in Asia, historically the second largest geographic market for Measurement products, showed a 75% increase for the three months ended February 28, 2007 compared to the three months ended February 28, 2006.

Cost of sales for the Balancer segment decreased (as a percentage of sales) in the most current fiscal quarter when compared to the same period in the prior fiscal year primarily due to the product sales mix as production labor and overhead costs were relatively stable.

16




Cost of sales for the Measurement segment decreased (as a percentage of sales) in the most current fiscal quarter when compared to the same period in the prior fiscal year primarily due to the product sales mix as surface measurement products generate higher gross profit margins than dimensional sizing products.

Sales by the foreign subsidiary totaled $460,346 for the most recent quarter versus $468,029 for the same quarter last year.  Approximately 11.9% of the decrease is due to lower unit sales volumes offset by a 10.3% increase due to the changes in foreign exchange rates between the two fiscal periods.  The lower sales volumes were realized primarily due to decrease in Balancer sales.

In the three month period ended February 28, 2007, net income was $387,649 ($.14 per fully diluted share) compared to net income of $197,776 ($.07 per fully diluted share) for the same period last year.  Net income was negatively impacted by the provision for income taxes, which increased to $257,000 for the three month period ended February 28, 2007 compared to the $64,500 provision for income taxes in the same period last year.

Nine months ended February 28, 2007 and 2006:

 

Nine months ended February 28, 2007

 

 

 

Consolidated

 

Balancer

 

Measurement

 

 

 

Dollars

 

%

 

Dollars

 

%

 

Dollars

 

%

 

Sales

 

$

8,973,125

 

100.0

 

$

5,861,644

 

100.0

 

$

3,111,481

 

100.0

 

Cost of sales

 

4,012,190

 

44.7

 

2,908,328

 

49.6

 

1,103,862

 

35.5

 

Gross profit

 

4,960,935

 

55.3

 

$

2,953,316

 

50.4

 

$

2,007,619

 

64.5

 

Operating expenses

 

3,567,126

 

39.8

 

 

 

 

 

 

 

 

 

Operating income

 

$

1,393,809

 

15.5

 

 

 

 

 

 

 

 

 

 

 

Nine months ended February 28, 2006

 

 

 

Consolidated

 

Balancer

 

Measurement

 

 

 

Dollars

 

%

 

Dollars

 

%

 

Dollars

 

%

 

Sales

 

$

7,977,607

 

100.0

 

$

5,676,172

 

100.0

 

$

2,301,435

 

100.0

 

Cost of sales

 

3,630,222

 

45.5

 

2,758,516

 

48.6

 

871,706

 

37.9

 

Gross profit

 

4,347,385

 

54.5

 

$

2,917,656

 

51.4

 

$

1,429,729

 

62.1

 

Operating expenses

 

3,499,635

 

43.9

 

 

 

 

 

 

 

 

 

Operating income

 

$

847,750

 

10.6

 

 

 

 

 

 

 

 

 

 

Worldwide sales of Balancer products increased 3.3% in the nine months ended February 28, 2007 compared to the nine months ended February 28, 2006 as sales to the Asian markets increased by 37.3% and sales in European markets increased 13.9%.  These increases were offset by a decline in the North American market of 6.3% and by decreases in all Other markets of 30.8%.  Unit sales prices of Balancer products are relatively stable in each of the major markets and therefore any increases or decreases in the dollar amount of sales between fiscal periods can generally be attributed to an increase or decrease in the number of units sold.  The Balancer product sales increase in Asia is attributed to the continued expansion of the sales efforts in China.  The large percentage decrease in all Other markets was predominately a result of decreases in the Japanese and South American markets.  Although Balancer sales to Europe increased in the nine months ended February 28, 2007 the European market remains soft when compared to longer term historical results due to strong competition and weaker economic conditions in certain European Balancer markets.  The European markets were also positively impacted by changes in foreign exchange rates between the two fiscal periods.

Measurement product sales increased 35.2% in the nine months ended February 28, 2007 compared to the nine months ended February 28, 2006 primarily due to the sale of a CASI Scatterometer in the second fiscal quarter, increased shipments of laser light-scatter to the disk drive manufacturers.  Sales of the Company’s dimensional sizing products increased by 7% and surface measurement products increased by 80.3%.

17




Cost of sales for the Balancer segment increased (as a percentage of sales) in the nine months ended February 28, 2007 compared to the nine months ended February 28, 2006 primarily due to the product sales mix as production labor and overhead costs were relatively stable.  Margins were also negatively impacted as a result of higher sales in foreign markets as a large portion of those sales are made through distributors who receive pricing net of commissions and other sales costs.

Cost of sales for the Measurement segment decreased (as a percentage of sales) in the nine months ended February 28, 2007 compared to the nine months ended February 28, 2006 primarily due to the product sales mix as surface measurement products generate higher gross profit margins than dimensional sizing products.

Sales by the foreign subsidiary totaled $1,647,427 for the nine months ended February 28, 2007 compared to sales of $1,352,414 in the nine months ended February 28, 2006.  Approximately 13.3% of the increase is due to higher unit sales volumes with the remainder due to the changes in foreign exchange rates between the two fiscal periods.  The higher sales volumes were realized primarily due to the CASI Scatterometer sale in the second quarter and also general expansion of the sales efforts in the dimensional sizing products.

In the nine month period ended February 28, 2007, net income was $929,426 ($0.34 per fully diluted share) compared to net income of $835,219 ($0.30 per fully diluted share) for the same period last year.  Net income was negatively impacted by the provision for income taxes, which increased to $595,000 for the nine month period ended February 28, 2007 compared to the $33,543 provision for income taxes in the same period last year.  As more fully described in Note 6 of the Notes to Consolidated Interim Financial Statements, the provision for income taxes in the nine month period ended February 28, 2006 was significantly impacted by a reduction in the deferred tax asset valuation allowance, which did not recur in 2007.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s ratio of current assets to current liabilities increased to 9.4 to 1 at February 28, 2007 compared to 8.1 to 1 at May 31, 2006.  Cash, cash equivalents and available for sale short term investments totaled $4,687,443 as of February 28, 2007 compared to $3,538,012 at May 31, 2006.  As of February 28, 2007 the Company had $712,756 in cash and cash equivalents compared to $1,552,072 at May 31, 2006.  As of February 28, 2007 the Company had $3,974,687 in short term investments compared to $1,985,940 at May 31, 2006.  Short term investments consisted of highly liquid A1-P1 rated commercial paper securities maturing through May 2007.

During the nine months ended February 28, 2007, cash provided by operating activities amounted to $1,248,099 with the changes described as follows:

·                       Net income for the nine months ended February 28, 2007 of $929,426 plus non-cash items: depreciation and amortization of $157,147, stock-based compensation of $40,377, the decrease in deferred tax assets of $553,260, tax benefit related to stock options of $8,739 and the $7,220 loss on disposal of property and equipment.

·                       Accounts receivable remained relatively the same as the balance increased by a slight $878 to a February 28, 2007 balance of $1,983,968 compared to $1,983,090 at May 31, 2006.  The Company generally experiences a payment cycle of 30-90 days on invoices, depending on the geographic market.  Management believes its credit and collection policies are effective and appropriate for the marketplace.  There can be no assurance that the Company’s collection procedures will continue to be successful.

·                       Inventories increased $409,769 to a February 28, 2007 balance of $3,651,359 compared to $3,241,590 at May 31, 2006, a 12.6% increase.  The Company maintains levels of inventory sufficient to satisfy normal customer demands plus an increasing short-term delivery requirement for a majority of its Balancer products.  Management believes its ability to provide prompt delivery gives it a competitive advantage for certain sales.

·                       Prepaid expenses increased by $51,035 to $128,661 from a balance of $77,626 at May 31, 2006 with the increase due to prepaid insurance, fees, trade show costs and various business costs.

·                       Trade accounts payable increased by $261,537 to $665,027 from a balance of $403,490 at May 31, 2006 primarily due to normal fluctuations in timing of payment of outstanding payable balances.

·                       Other accrued liabilities (including customer deposits, commissions, payroll items, sales returns, expected warranty costs and other accrued expenses) decreased by $178,275 to a balance of $448,510 from $626,785 at May 31, 2006.

·                       Current income taxes payable decreased by $60,237 to a balance of $-0- from $60,237 at May 31, 2006.  In addition the Company recorded an income tax receivable at February 28, 2007 of $9,413.

18




During the nine months ended February 28, 2007, net cash used in investing activities was $2,246,958, consisting of net additions to property and equipment of $133,211, advance on a convertible promissory note of $125,000 and net purchases of short term investments of $1,988,747.  Net cash provided by financing activities amounted to $48,995 which consisted of repayments of long-term obligations of $12,046 net of common stock issued on exercised stock options of $61,041.

The following summarizes contractual obligations at February 28, 2007 and the effect on future liquidity and cash flows:

Years ending
February 28,

 

Long term
obligations

 

Operating
leases

 

Total
contractual
obligations

 

 

 

 

 

 

 

 

 

2008

 

$

9,566

 

$

62,604

 

$

72,170

 

2009

 

 

14,123

 

14,123

 

2010

 

 

 

3,091

 

3,091

 

2011

 

 

1,167

 

1,167

 

Total

 

$

9,566

 

$

80,985

 

$

90,551

 

 

Management has historically responded to business challenges that had a negative impact on operations and liquidity by reducing operating expenses, developing new products and attempting to penetrate new markets for the Company’s products.  As a result of these efforts, results of operations and cash flow from operations have improved.  Management believes its cash flows from operations, its available credit resources and its cash position will provide adequate funds on both a short-term and long-term basis to cover currently foreseeable debt payments, lease commitments and payments under existing and anticipated supplier agreements.  Management believes that such cash flow (without the raising of external funds) is sufficient to finance current operations, projected capital expenditures, anticipated long-term sales agreements and other expansion-related contingencies during Fiscal 2007 and 2008.  However, in the event the Company fails to achieve its operating and financial goals for Fiscal 2007, management may be required to take certain actions to finance operations in that time period.  These actions could include, but are not limited to, implementation of cost cutting measures and/or entering into additional borrowing arrangements collateralized by assets.

Business Risks

This report includes “forward-looking statements” as that term is defined in Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements can be identified by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” “anticipates,” or “hopes,” or the negative of those terms or other comparable terminology, or by discussions of strategy, plans or intentions. For example, this section contains numerous forward-looking statements. All forward-looking statements in this report are made based on management’s current expectations and estimates, which involve risks and uncertainties, including those described in the following paragraphs. Among these factors are the following:

·                  Demand for Company products may change.

·                  New products may not be developed to satisfy changes in consumer demands.

·                  Failure to protect intellectual property rights could adversely affect future performance and growth.

·                  Production time and the overall cost of products could increase if any of the primary suppliers are lost or if any primary supplier increased the prices of raw materials.

·                  Fluctuations in quarterly and annual operating results make it difficult to predict future performance.

·                  The Company may not be able to reduce operating costs quickly enough if sales decline.

·                  The Company maintains a significant investment in inventories in anticipation of future sales.

·                  Future success depends in part on attracting and retaining key management and qualified technical personnel.

·                  The Company faces risks from international sales and currency fluctuations.

Such risks and uncertainties could cause actual results to be materially different from those in the forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements in this report. We assume no obligation to update such information.

19




Demand for Company products may change:

Over the past two fiscal years, the Company had experienced increased demand for its Balancer products in North America, its largest market, attributed primarily to an improving economy in North America.  However, during the most recent nine months Balancer sales in North America have declined 6.3% when compared to the same period last fiscal year. The conditions and circumstances could change in future periods and as a result demand for the Company’s products could decline.  Management is responding to these risks in two ways.  First, it appears there is still a significant portion of the marketplace that is not using the automatic balancing products of the Company or any of its competitors.  The Company will therefore continue to devote part of its future R&D efforts toward developing products that will both broaden the scope of Balancing products offered to the current customer base.  Second, there are uses for the Company’s Balancer products in industries other than those in the Company’s historic customer base.  Management is devoting time to identify these markets and educate those markets on the value of those products within their operations.

The laser light-scatter products of the Measurement segment have relied heavily upon sales to disk drive and silicon wafer manufacturers.  Information has indicated continued improving demand for and sales of disk drive products.   U.S. retail sales of external drives rose an estimated 75% during the third calendar quarter of 2006 citing demand fueled by need to convert photos, video and other content into digital form.  The disk drive industry has recently announced they expect to start delivering drives that store a trillion bytes of data, known as a terabyte.  Industry forecasts are for continued improving conditions and the Company has experienced increasing sales in Fiscal 2006 and 2007 to those industries.  However, the long-term impact on demand for the Company’s surface Measurement products cannot be predicted with any certainty.

The semiconductor industry has also faced a down cycle over the past few fiscal years. Beginning in Fiscal 2002 the semiconductor industry experienced backlog cancellations, resulting in slower revenue growth and these conditions continued into Fiscal 2004.  The result is similar to disk drive manufacturers in that capital spending has declined significantly and consequently so has demand for and sales of the Company’s wafer products.  Some improvement in market conditions is forecasted to occur, although there is no certainty if and when those improvements will occur.

Management will continue to market these products to these historic markets as it appears no other technology has been introduced that would make the laser light-scatter products technologically obsolete.  There is the belief that once market conditions improve in the disk drive and silicon wafer markets, demand for the Company’s products and technology will increase although most likely not to historic levels.  Also, management believes there are other uses for the Company’s laser light scatter technology and continues to evaluate R&D efforts to develop new products and introduce them to the marketplace.

New products may not be developed to satisfy changes in consumer demands:

The failure to develop new technologies, or react to changes in existing technologies, could materially delay development of new products, which could result in decreased revenues and a loss of market share to competitors. Financial performance depends on the ability to design, develop, manufacture, assemble, test, market and support new products and enhancements on a timely and cost-effective basis.  New product opportunities may not be identified and developed and brought to market in a timely and cost-effective manner.  Products or technologies developed by other companies may render products or technologies obsolete or noncompetitive or a fundamental shift in technologies in the product markets could have a material adverse effect on the Company’s competitive position within historic industries.

Failure to protect intellectual property rights could adversely affect future performance and growth:

Failure to protect existing intellectual property rights may result in the loss of valuable technologies or paying other companies for infringing on their intellectual property rights.  The Company relies on patent, trade secret, trademark and copyright law to protect such technologies.  There is no assurance any of the Company’s U.S. patents will not be invalidated, circumvented, challenged or licensed to other companies.

Production time and the overall cost of products could increase if any of the primary suppliers are lost or if a primary supplier increased the prices of raw materials:

Manufacturing operations depend upon obtaining adequate supplies of raw materials on a timely basis.  The results of operations could be adversely affected if adequate supplies of raw materials cannot be obtained in a timely manner or if the costs of raw materials increased significantly.

20




Fluctuations in quarterly and annual operating results make it difficult to predict future performance:

Quarterly and annual operating results are likely to fluctuate in the future due to a variety of factors, some of which are beyond management’s control. As a result of quarterly operating fluctuations, it is important to realize quarter-to-quarter comparisons of operating results are not necessarily meaningful and should not be relied upon as indicators of future performance

The Company may not be able to reduce operating costs quickly enough if sales decline:

Operating expenses are generally fixed in nature and largely based on anticipated sales.  However, should future sales decline significantly and rapidly, there is no guarantee management could take actions that would further reduce operating expenses in either a timely manner or without seriously impacting the operations of the Company.

The Company maintains a significant investment in inventories in anticipation of future sales:

The Company believes it maintains a competitive advantage by shipping product to its customers more rapidly than its competitors.  As a result, the Company has a significant investment in inventories.  These inventories are recorded using the lower-of-cost or market method, which requires management to make certain estimates.  Management evaluates the recorded inventory values based on customer demand, market trends and expected future sales and changes these estimates accordingly.  A significant shortfall of sales may result in carrying higher levels of inventories of finished goods and raw materials thereby increasing the risk of inventory obsolescence and corresponding inventory write-downs.  As a result, the Company may not carry adequate reserves to offset such write-downs.

Future success depends in part on attracting and retaining key management and qualified technical and sales personnel:

Future success depends on the efforts and continued services of key management, technical and sales personnel.  Significant competition exists for such personnel and there is no assurance key technical and sales personnel can be retained nor assurances there will be the ability to attract, assimilate and retain other highly qualified technical and sales personnel as required.  There is also no guarantee key employees will not leave and subsequently compete against the Company. The inability to retain key personnel could adversely impact the business, financial condition and results of operations.

The Company faces risks from international sales and currency fluctuations:

The Company markets and sells its products worldwide and international sales have accounted for and are expected to continue to account for a significant portion of future revenue.  International sales are subject to a number of risks, including: the imposition of governmental controls; trade restrictions; difficulty in collecting receivables; changes in tariffs and taxes; difficulties in staffing and managing international operations; political and economic instability; general economic conditions; and fluctuations in foreign currencies.  No assurances can be given these factors will not have a material adverse effect on future international sales and operations and, consequently, on business, financial condition and results of operations.

21




Item 3.    Quantitative and Qualitative Disclosures About Market Risk:

Interest Rate Risk

The Company did not have any derivative financial instruments as of February 28, 2007.  However, the Company could be exposed to interest rate risk at any time in the future and therefore, employs established policies and procedures to manage its exposure to changes in the market risk of its marketable securities.

The Company’s interest income and expense are most sensitive to changes in the general level of U.S. and European interest rates.  In this regard, changes in U.S. and European interest rates affect the interest earned on the Company’s interest bearing cash equivalents and short term investments.  The Company has a variable rate line of credit facility with a bank but there is no outstanding balance as of February 28, 2007.  Also, there is no other long-term obligation whose interest rates are based on variable rates that may fluctuate over time based on economic changes in the environment.  Therefore, at this time, the Company is not subject to interest rate risk on outstanding interest bearing obligations if market interest rates fluctuate and does not expect any change in the interest rates to have a material effect on the Company’s results from operations.

Foreign Currency Risk

The Company markets and sells its products worldwide and international sales have accounted for and are expected to continue to account for a significant portion of future revenue. The Company operates a subsidiary in the United Kingdom and acquires certain materials and services from vendors transacted in foreign currencies.  Therefore, the Company’s business and financial condition is sensitive to currency exchange rates or any other restrictions imposed on their currencies.  For the three months ended February 28, 2007 and 2006 results of operations included gains (losses) on foreign currency denominated transactions of ($18,291) and $1,630, respectively.  For the nine months ended February 28, 2007 and 2006 results of operations included (losses) on foreign currency denominated transactions of ($13,642) and ($10,958), respectively.

Item 4.    Controls and Procedures

(a)           Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this report.  Based on their evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report.

(b)           There have been no changes in our internal controls that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

22




PART II - OTHER INFORMATION

Item 6.    Exhibits

Exhibit

 

Description

 

 

 

3.1

 

Second Restated Articles of Incorporation of Schmitt Industries, Inc. (the “Company”). Incorporated by reference to Exhibit 3(i) to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 1999.

 

 

 

3.2

 

Second Restated Bylaws of the Company Incorporated by reference to Exhibit 3(ii) to the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 1999.

 

 

 

4.1

 

See exhibits 3.1 and 3.2 for provisions of the Articles of Incorporation and Bylaws defining the rights of security holders.

 

 

 

31.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

31.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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.

SCHMITT INDUSTRIES, INC.

(Registrant)

Date:

 

March 30, 2007

/s/ Wayne A. Case

 

 

 

 

Wayne A. Case, President/CEO/Director

 

 

 

 

 

 

Date:

 

March 30, 2007

/s/ Michael S. McAfee

 

 

 

 

Michael S. McAfee, Chief Financial Officer/Treasurer

 

 

23