UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q - ------ xx QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ------ SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: August 31, 1996 ----------------- or - ---- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE - ---- SECURITIES EXCHANGE ACT OF 1934 For the transition period from: to: ------------------- ------------------ Commission File Number: 0-23996 -------- SCHMITT INDUSTRIES, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Oregon 93-1151989 ----------------------- ------------------------ (Place of Incorporation) (IRS Employer ID Number) 2765 NW Nicolai Street, Portland, Oregon 97210 ------------------------------------------------------ (Address of registrant's principal executive office) (503) 227-7908 ------------------------------------------------------ (Registrant's telephone number) 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 xx No ----- ----- The number of shares of each class of common stock outstanding as of August 31, 1996 Common stock, no par value 6,989,389 SCHMITT INDUSTRIES, INC. INDEX TO FORM 10-Q Page ---- Part I - FINANCIAL INFORMATION Item 1 - Financial Statements: Consolidated Balance Sheets: - August 31, 1996 and May 31, 1996. . . . . . . . . . . . . 3-4 Consolidated Income Statements: - For the Three Months Ended August 31, 1996 and August 31, 1995 . . . . . . . . . . . 5 Consolidated Statements of Cash Flows - For the Three Months Ended August 31, 1996 and August 31, 1995 . . . . . . . . . . . 6-7 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . . . . . . . . . . 8-9 Part II - OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . 10 Signatures - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Exhibits - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Page 2 of 11 PART I - FINANCIAL INFORMATION Item 1. Financial Statements SCHMITT INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS ASSETS August 31, 1996 May 31, 1996 Unaudited --------------- ------------ Cash $ 134,077 $ 508,240 Marketable securities & commercial paper 410,162 145,600 Accounts receivable 1,193,450 1,411,805 Inventories 2,250,368 1,781,331 Deferred tax asset 701,705 593,740 Prepaid expenses 8,426 15,906 ---------- ---------- Total current assets 4,698,188 4,456,622 Property and equipment Land 299,000 299,000 Buildings & leasehold improvements 834,850 834,850 Furniture and equipment 732,576 660,371 ---------- ---------- 1,866,426 1,794,221 Less accumulated depreciation (375,652) (312,189) ---------- ---------- Total property & equipment 1,490,774 1,482,032 Other assets Marketing rights 735,914 735,914 Less accumulated amortization (682,201) (663,521) ---------- ---------- 53,713 72,393 Total other assets 53,713 72,393 Total assets $6,242,675 $6,011,047 ---------- ---------- ---------- ---------- Page 3 of 11 SCHMITT INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS LIABILITIES August 31, 1996 May 31, 1996 Unaudited --------------- ------------ Current liabilities Trade accounts payable $ 451,847 $ 344,828 Accrued liabilities 147,364 244,613 Income taxes payable 11,000 294,749 Current portion of long term debt 40,346 40,346 ---------- ---------- Total current liabilities 650,557 924,536 Long term deferred tax liability 25,107 25,107 Long-term debt, net of current portion 174,532 174,532 ---------- ---------- Total liabilities $ 850,196 $1,124,175 STOCKHOLDERS' EQUITY Common stock Authorized: 20,000,000 shares without par value Issued and outstanding: August 31, 1996 6,989,389 shares 4,463,843 4,098,512 May 31, 1996 6,918,139 shares Retained earnings 928,636 788,360 ---------- ---------- Total stockholders' equity 5,392,479 4,886,872 Total liabilities and stockholders' equity $6,242,675 $6,011,047 ---------- ---------- ---------- ---------- Page 4 of 11 SCHMITT INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED AUGUST 31, 1996 AND 1995 (UNAUDITED) 1996 1995 ---------- ---------- Sales $1,793,698 $1,340,771 Cost of sales 724,140 502,307 ---------- ---------- Gross profit 1,069,558 838,464 General and administrative expenses 761,734 596,946 ---------- ---------- Income from operations 307,824 241,518 Other income and expense Interest income 5,473 5,509 Interest expense -0- (5,386) Depreciation (63,464) (44,957) Amortization (18,680) (42,848) Misc. income 20,123 4,556 ---------- ---------- (56,548) (83,126) Income before income tax 251,276 158,392 Provision for income tax 111,000 75,000 Net income for period $ 140,276 $ 83,392 ---------- ---------- ---------- ---------- Net income per common share and common share equivalent: $.02 $.01 ---------- ---------- ---------- ---------- Page 5 of 11 SCHMITT INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED AUGUST 31, 1996 AND 1995 (UNAUDITED) Cash flows from operating activities: 1996 1995 --------- --------- Net earnings from operations $ 140,276 $ 83,392 Items not affecting cash: Amortization 18,680 42,848 Depreciation 63,464 44,957 Deferred taxes (7,965) -0- --------- --------- 214,455 171,197 Cash flows from changes in assets & liabilities: Increase (decrease) in accounts payable 107,018 (59,391) Increase (decrease) in current-mortgage -0- 300 Increase (decrease) in other liabilities (97,249) -0- Decrease (increase) in accounts receivable 218,355 291,589 Decrease (increase) in marketable securities & commercial paper (264,562) 150,000 Decrease (increase) in inventory (469,037) (219,013) Decrease (increase) in prepaid expenses 7,480 4,181 Decrease (increase) in other assets -0- (4,000) Increase (decrease) in corp income tax (183,749) 25,000 Decrease (increase) in income tax receivables -0- 50,000 --------- --------- (681,744) 238,666 --------- --------- Net cash provided (used) by operating activities: (467,289) 409,863 Cash flows from financing activities: Mortgage payable -0- (3,407) --------- --------- Net cash provided (used) by financing activities: -0- (3,407) Cash flows from investing activities: Exercise of stock options 165,331 -0- Acquisition of capital assets (72,205) (207,100) --------- --------- Net cash provided (used) by investing activities: 93,126 (207,100) Increase (decrease) in cash (374,163) 199,356 Cash beginning of period $508,240 $ 141,244 Cash end of period $134,077 $ 340,600 --------- --------- --------- --------- Page 6 of 11 SUPPLEMENTAL SCHEDULE OF NON CASH INVESTING AND FINANCING ACTIVITIES Income tax benefit of stock options exercised ($300,000) -------- -------- Supplemental Information Income taxes paid $ -0- $ -0- Interest paid $ -0- $ 5,386 NOTES TO INTERIM FINANCIAL STATEMENTS The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information, and all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended August 31, 1996 are not necessarily indicative of the results that may be experienced for the fiscal year ending May 31, 1997. These financial statements are those of the Company and its wholly owned subsidiaries. All significant inter-company accounts and transactions have been eliminated in the preparation of the consolidated financial statements. Page 7 of 11 SCHMITT INDUSTRIES, INC. FORM 10-Q Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations: The following information contains certain forward-looking statements that anticipate future trends or events. These statements are based on certain assumptions that may prove to be erroneous and are subject to certain risks including but not limited to the uncertainties of the Company's new product introduction and the risks of increased competition and technological change in the Company's industry. Accordingly, actual results may differ, possibly materially, from the predictions contained herein. Company operations improved during the first quarter of fiscal 1997, ended August 31, 1996, as evidenced by modest increases in sales and profit levels. The acquisition of Schmitt Measurement Systems ("SMS"), which occurred in the fourth quarter of fiscal 1995, led to a significant increase in assets and new products. During the first quarter ended August 31, 1996, the Company continued to sell TMS-2000 non-contact laser texture measurement systems (TMS 2000) to the computer hard drive market. The Company has secured additional orders for these new products and expects substantial delivery during the balance of fiscal year 1997. RESULTS OF OPERATIONS: Sales in the first quarter of fiscal 1997 increased to $1,793,698 versus $1,340,771 in the same period last year. This 34% increase was caused by across-the-board gains in orders from both domestic and international customers. Management believes sales increases resulted from improved marketing coverage and advertising and the weakening of domestic competitors. Additionally, SMS sales accounted for $460,754 of the first quarter sales as the new TMS-2000 had increased shipments, as compared to $140,864 in first quarter 1996 SMS sales. First quarter cost-of-sales increased to 40% of sales versus 37% in the same period last year. The continued sales of TMS-2000 products during the first quarter had a positive impact on gross earnings and net earnings. Cost-of-sales of SMS products was 54% for the first quarter 1996 versus 36% in the same period last year. Management expects SMS cost-of-sales for fiscal 1997 to be approximately 35%. Three-month general and administrative expenses totaled $761,734 versus $596,946 for the same period last year. This increase is attributed to the increased sales level this year and a lower level of expenses in the same period last year. The expansion in advertising, sales training costs, computer purchases and employee salaries continued. Also, an increasing percentage of the Company's products are being sold through commissioned agents and salesmen, as compared with last year, a trend management expects to continue. The acquisition of SMS added to ongoing operating expenses. General and administrative expenses as a percentage of sales during the first three months of fiscal 1997 were 42% compared to 44% for the same period last year, and management feels these costs will stabilize at approximately 42% for fiscal 1997, down from 43% for fiscal 1996 and 47% in fiscal year 1995. Page 8 of 11 SCHMITT INDUSTRIES, INC. FORM 10-Q In the three-month period ended August 31, 1996 pretax earnings totaled $251,276 versus $158,392 for the same period last year. Taxes were accrued at approximately a 44% rate compared with 47% in the same period last year. Management anticipates that the tax rate for fiscal 1997 will approximate 30%. Three-month net earnings were $140,276 versus $83,392 for the same period last year. Three-month earnings per share were $0.02 versus $0.01 last year. Primary EPS and Common Stock Equivalent were $0.02 versus $0.01 last year. LIQUIDITY AND CAPITAL RESOURCES: The Company increased its working capital position slightly during the first quarter while still financing the growth of the new SMS products and inventory growth. Working capital totaled $3,847,631 at August 31, 1996 versus $3,532,086 at May 31, 1996 fiscal year end. Corporate cash and marketable securities levels stood at $544,239 at August 31, 1996. During the three-month period ended August 31, 1996 net cash provided by operating activities totaled $214,455, including net operating earnings of $140,276. Included in cash flow from operations was a $469,037 increase in inventory. During the period, accounts receivable decreased by $218,355 and marketable securities and commercial paper increased by $264,562. The decrease in accounts receivable occurred because of the lower sales during the three-month period ended August 31, 1996 compared with the last three months of fiscal year 1996. As a result of its high-quality customer base, the Company has experienced near 100% collection and no reserve for uncollectables, returns or allowances has been established. Net cash used by investing activities was $72,205, used for the acquisition of capital assets, etc. Net cash used by financing activities was $0.00. The Company had previously paid off the mortgage on the Company's corporate headquarters. Management believes that its cash flow from operations, available credit resources and its improving cash position will provide adequate funds on a short-term basis to cover currently foreseeable debt payments, lease commitments and payments under existing and anticipated supplier agreements. Management believes that such cash flow is sufficient to finance current short term operations, projected capital expenditures, anticipated short-term sales agreements and other contingencies during the next three months. Management is currently reviewing long-range capital requirements as they relate to expansion of products and markets. This analysis will be completed within the next three months and may or may not result in future decisions to seek additional funding for the Company via debt or equity to service the Companies future growth requirements. Page 9 of 11 SCHMITT INDUSTRIES, INC. FORM 10-Q Part II - OTHER INFORMATION Item 1. Legal Proceedings - None Item 2. Changes in Securities - None Item 3. Default Upon Senior Securities - None Item 4. Submission of Matters to a Vote of Security Holders: -- None -- Item 5. Other Information - None Item 6.A Exhibit 11.1 - Schedule of Computation of Net Income Per Share Item 6.B Exhibit of Reports on Form 8-K - None 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: 10/10/96 ---------------------------------------------------------------------- Wayne A. Case, President/CEO/Director Date: 10/10/96 ---------------------------------------------------------------------- Annie Windsor, Chief Financial Officer Page 10 of 11