UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended November 26, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File Number 0-619
WSI Industries, Inc.
(Exact Name of Small Business Issuer, as Specified in Its Charter)
Minnesota 41-0691607
(State or other jurisdiction of (I. R. S. Employer
incorporation of organization) Identification No.)
213 Chelsea Road
Monticello, Minnesota 55362
(Address of principal executive offices) (Zip Code)
(763) 295-9202
(Registrant's telephone number, including area code)
___________________________________________________
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: 2,682,630 shares of common
stock were outstanding as of December 31, 2006.
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
November 26, 2006 (Unaudited) and August 27, 2006 3
Condensed Consolidated Statements of Income Thirteen
weeks ended November 26, 2006 and November 27, 2005
(Unaudited) 4
Condensed Consolidated Statements of Cash Flows
Thirteen weeks ended November 26, 2006 and
November 27, 2005 (Unaudited) 5
Notes to Condensed Consolidated Financial Statements
(Unaudited) 6 - 8
Item 2. Management's Discussion and Analysis of Financial
Condition or Plan of Operation 9 - 12
Item 3. Controls and Procedures 13
PART II. OTHER INFORMATION:
Item 6. Exhibits 13
Signatures 13
2
Part I. Financial Information
Item I. Financial Statements
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
NOVEMBER 26, 2006 AUGUST 27, 2006
----------------- ---------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 1,742,151 $ 1,282,717
Accounts receivable 1,933,190 2,347,494
Inventories 1,323,402 1,223,842
Prepaid and other current assets 93,022 115,239
Deferred tax assets 127,221 133,448
----------- -----------
Total Current Assets 5,218,986 5,102,740
----------- -----------
Property, Plant and Equipment - Net 3,493,081 3,602,583
----------- -----------
Deferred tax assets 1,246,952 1,320,940
----------- -----------
Intangible assets, net 2,384,432 2,386,085
----------- -----------
$12,343,451 $12,412,348
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Trade accounts payable $ 1,366,004 $ 1,129,190
Accrued compensation and employee withholdings 367,670 531,537
Miscellaneous accrued expenses 71,532 174,462
Current portion of long-term debt 382,203 376,116
----------- -----------
Total Current Liabilities 2,187,409 2,211,305
----------- -----------
Long-term debt, less current portion 2,612,195 2,709,768
----------- -----------
STOCKHOLDERS' EQUITY:
Common stock, par value $.10 a share; authorized
10,000,000 shares; issued and outstanding
2,680,630 shares 268,063 268,063
Capital in excess of par value 2,145,676 2,129,167
Retained earnings 5,130,108 5,094,045
----------- -----------
Total Stockholders' Equity 7,543,847 7,491,275
----------- -----------
$12,343,451 $12,412,348
=========== ===========
See notes to condensed consolidated financial statements
3
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
13 weeks ended
-------------------------------------
November 26, 2006 November 27, 2005
----------------- -----------------
Net sales $4,129,379 $4,170,200
Cost of products sold 3,418,115 3,446,117
---------- ----------
Gross margin 711,264 724,083
Selling and administrative expense 462,244 406,944
Interest and other income (16,215) (8,802)
Interest and other expense 44,932 38,279
---------- ----------
Earnings from operations before income taxes 220,303 287,662
Income tax expense 83,715 109,312
---------- ----------
Net earnings $ 136,588 $ 178,350
========== ==========
Basic earnings per share $ .05 $ .07
========== ==========
Diluted earnings per share $ .05 $ .07
========== ==========
Cash dividend per share declared $ .0375 $ .0375
========== ==========
Weighted average number of common shares 2,680,630 2,672,630
========== ==========
Weighted average number of common and dilutive
potential common shares 2,715,376 2,726,181
========== ==========
See notes to condensed consolidated financial statements.
4
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
13 weeks ended
-------------------------------------
November 26, 2006 November 27, 2005
----------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 136,588 $ 178,350
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation 113,158 171,643
Amortization 1,653 1,653
Deferred taxes 80,215 109,312
Stock option compensation expense 16,509 --
Changes in assets and liabilities:
Decrease in accounts receivable 414,304 404,299
Increase in inventories (99,560) (102,255)
Decrease in prepaid expenses 22,217 23,000
Increase (decrease) in accounts payable and
accrued expenses (29,983) (40,258)
---------- ----------
Net cash provided by operations 655,101 745,744
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (3,656) (24,027)
---------- ----------
Net cash used in investing activities (3,656) (24,027)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of long-term debt (91,486) (78,516)
Dividends paid (100,525) --
---------- ----------
Net cash used in financing activities (192,011) (78,516)
---------- ----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 459,434 643,201
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 1,282,717 937,575
---------- ----------
CASH AND CASH EQUIVALENTS AT END OF REPORTING PERIOD $1,742,151 $1,580,776
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid during the period for:
Interest $ 45,154 $ 38,504
Income taxes $ 3,500 $ 900
Non-cash investing and financing activities:
Acquisition of equipment through capital lease $ -- $ 182,879
Dividends payable $ -- $ 100,225
See notes to condensed consolidated financial statements.
5
WSI INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
The condensed consolidated balance sheet as of November 26, 2006, the
condensed consolidated statements of income for the thirteen weeks ended
November 26, 2006 and November 27, 2005 and the condensed consolidated
statements of cash flows for the thirteen weeks then ended, respectively,
have been prepared by the Company without audit. In the opinion of
management, all adjustments (which include normal recurring adjustments)
necessary to present fairly the financial position, results of operations
and cash flows for all periods presented have been made.
The condensed consolidated balance sheet at August 27, 2006 is derived
from the audited consolidated balance sheet as of that date. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally
accepted in the United States of America have been condensed or omitted.
Therefore, these condensed consolidated financial statements should be read
in conjunction with the financial statements and notes thereto included in
the Company's 2006 annual report to shareholders. The results of operations
for interim periods are not necessarily indicative of the operating results
for the full year.
2. DEBT AND LINE OF CREDIT:
Effective January 1, 2007, the Company has renewed its revolving
credit agreement in the maximum amount of $1 million with its bank.
Interest on the renewed agreement is at the bank's prime rate. The credit
agreement contains restrictive provisions concerning yearly capital
expenditures, maximum debt to net worth and minimum current ratios, as well
a minimum debt service coverage ratio. The Company is in compliance with
all of the provisions. The credit agreement is secured by all non-real
property assets of the Company and expires January 31, 2008.
3. INVENTORIES
Inventories consist primarily of raw material, work-in-progress (WIP)
and finished goods. The following table breaks out the values in each
category net of the inventory valuation allowances of $155,584 and $168,782
at November 26, 2006 and August 27, 2006, respectively.
November 26, August 27,
2006 2006
------------ ----------
Raw material $ 569,596 $ 569,799
WIP 414,517 380,521
Finished goods 339,289 273,522
---------- ----------
$1,323,402 $1,223,842
========== ==========
The Company did not dispose of any significant inventory during the quarter
ended November 26, 2006 and therefore there was no material effect on gross
margin from any dispositions.
6
4. GOODWILL AND INTANGIBLE ASSETS
Goodwill and other intangible assets consist of costs resulting from
business acquisitions which total $2,368,452 (net of accumulated
amortization of $344,812). The Company assesses the valuation or potential
impairment of its goodwill by utilizing a present value technique to
measure fair value by estimating future cash flows. The Company constructs
a discounted cash flow analysis based on various sales and cost assumptions
to estimate the fair value of the Company (which is the only reporting
unit). The result of the analysis performed in the fiscal 2006 fourth
quarter did not show an impairment of goodwill. The Company will analyze
goodwill more frequently should changes in events or circumstances,
including reductions in anticipated cash flows generated by our operations,
occur.
The Company recorded $33,063 of deferred financing costs incurred in
connection with mortgages entered into in order to purchase the Company's
facility in Monticello, Minnesota. The costs are being amortized over five
years on a straight-line basis with the Company incurring $1,653 of
amortization expense for the quarters ended November 26, 2006 and November
27, 2005, respectively. Accumulated amortization on the deferred financing
costs amounted to $17,082 and $15,429 at November 26, 2006 and August 27,
2006, respectively.
5. EARNINGS PER SHARE:
The following table sets forth the computation of basic and diluted
earnings per share:
Thirteen weeks ended
---------------------------
November 26, November 27,
2006 2005
------------ ------------
Numerator for earnings per share:
Net earnings $ 136,588 $ 178,350
========== ==========
Denominator:
Denominator for basic earnings
per share - weighted average shares 2,680,630 2,672,630
Effect of dilutive securities:
Employee and non-employee options 34,746 53,551
---------- ----------
Denominator for diluted earnings
per share 2,715,376 2,726,181
========== ==========
Basic earnings per share $ .05 $ .07
========== ==========
Diluted earnings per share $ .05 $ .07
========== ==========
6. STOCK BASED COMPENSATION
Effective August 28, 2006, the Company adopted the provisions of SFAS No.
123(R), "Share-Based Payment," which establishes accounting for equity
instruments exchanged for employee services. Under the provisions of SFAS
123(R), stock-based compensation cost is measured at the grant date, based
on the calculated fair value of the award, and is recognized as an expense
over the employees' requisite service period (generally the vesting period
of the equity grant). Before August 28, 2006, the Company accounted for
stock-based compensation to employees in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and complied with the disclosure requirements of SFAS No. 123,
"Accounting for Stock-Based Compensation." The Company adopted SFAS 123(R)
using the modified prospective method, which requires the Company to record
compensation expense over the
7
vesting period for all awards granted after the date of adoption, and for
the unvested portion of previously granted awards that remain outstanding
at the date of adoption. Accordingly, financial statements for the periods
prior to August 28, 2006 have not been restated to reflect the fair value
method of expensing share-based compensation. For the three months ended
November 26, 2006, the Company recognized share based compensation cost of
$16,509, which is included in selling and administrative expense.
The following table illustrates the effect on net income and net income per
share if the Company had applied the fair value recognition provisions of
SFAS No. 123 to options granted and unvested under the Plan for the three
months ended November 27, 2005:
November 27,
2005
------------
Net income $178,350
Deduct: Total stock-based compensation
expensed determined under fair value based
method for all awards, net of related tax effects (12,966)
--------
Pro forma net income $165,384
========
Basic and diluted net income per share:
As reported $ .07
========
Pro forma $ .06
========
SFAS No. 123 (R) also requires the benefit of tax deductions in excess of
recognized compensation cost to be reported as a financing cash flow,
rather than an operating cash flow under current accounting literature.
Since we do not have the benefit of tax deductions in excess of recognized
compensation cost because of our net operating loss position, the change
will have no immediate impact on our consolidated financial statements.
8
Item 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
or
PLAN OF OPERATION
Critical Accounting Policies and Estimates
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses the Company's condensed consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of these financial statements
requires management to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses and related disclosure of
contingent assets and liabilities.
The Company believes that the estimates, assumptions and judgments involved
in the accounting policies described below have the greatest potential impact on
our financial statements, so the Company considers these to be its critical
accounting policies. Because of the uncertainty inherent in these matters,
actual results could differ from the estimates the Company uses in applying the
critical accounting policies. Within the context of these critical accounting
policies, the Company is not currently aware of any reasonably likely event that
would result in materially different amounts being reported.
Allowance for Excess and Obsolete Inventory:
Inventories, which are composed of raw materials, work in process and
finished goods, are valued at the lower of cost or market by comparing the cost
of each item in inventory to its most recent sales price or sales order price.
Any excess of cost over the net realizable value of inventory components is
included in the allowance for obsolete inventory.
In addition, the Company determines the reserve for excess and obsolete
inventory by analyzing the sales history of its inventory, sales orders on hand
and indications from the Company's customers as to the future of various parts
or programs. If, in the Company's determination, the inventory value has become
impaired, the Company establishes an obsolescence reserve at the amount the
Company estimates as the ultimate net realizable value for that inventory. The
obsolescence reserve remains on the Company's books until the inventory is
disposed of or sold. Actual customer requirements in any future periods are
inherently uncertain and thus may differ from our estimates. If actual or
expected customer requirements were significantly lower than the established
reserves, the Company would record an increase to the obsolescence allowance in
the period in which the Company made such a determination. The Company performs
its lower of cost or market testing as well as its excess or obsolete inventory
analyses, quarterly.
The Company's allowance for obsolete inventory consists of the following at
November 26, 2006 and August 27, 2006:
November 26, August 27,
2006 2006
------------ ----------
Obsolete finished goods $ 86,187 $ 87,917
Obsolete work-in-process 6,900 6,900
Cost exceeding market value 62,497 73,965
-------- --------
$155,584 $168,782
The Company has no specific timeline to dispose of its obsolete inventory and
intends to sell this obsolete inventory from time to time, as market conditions
allow.
9
Goodwill Impairment:
The Company evaluates the valuation of its goodwill according to the
provisions of SFAS 142 to determine if the current value of goodwill has been
impaired. The Company believes that its stock price is not necessarily an
indicator of the Company's value given its limited trading volume and its wide
price fluctuations. The Company follows the guidance provided by SFAS 142 and
utilizes a present value technique to measure fair value by estimating future
cash flows. The major assumptions in this analysis include: (a) sales estimates
for the Company in part provided with guidance from the Company's customers; and
(b) material and labor costs of the Company's major programs. The Company
constructs a discounted cash flow analysis based on these assumptions to
estimate the fair value of the Company (which is the only reporting unit). The
result of the analysis performed in the fiscal 2006 fourth quarter did not show
an impairment of goodwill. If the Company has changes in events or
circumstances, including reductions in anticipated cash flows generated by our
operations, goodwill could become impaired which would result in a charge to
earnings.
Deferred Taxes:
The Company accounts for income taxes using the liability method. Deferred
income taxes are provided for temporary difference between the financial
reporting and tax bases of assets and liabilities. A valuation allowance would
be set up should the realization of any deferred taxes become less likely than
not to occur. The valuation allowance is analyzed periodically by the Company
and may result in income tax expense different than statutory rates. The Company
has not established a valuation allowance as it believes it is more likely than
not that it will fully realize the benefit of its tax assets. Currently, the
Company's deferred tax assets have two major components which relate to the
Company's NOL and the Company's AMT tax credit carryforwards. The Company's AMT
tax credit carryforward does not expire. The Company's NOL carryforward has
$112,000 expiring in fiscal year 2009, $415,000 in fiscal 2011 and $3.1 million
expiring in fiscal 2021 and after. The Company believes that its current rate of
growth will be sufficient to fully utilize its NOL carryforwards before they
expire. However, a significant loss of a customer or a change in the Company's
business could affect the realization of the deferred tax assets. If a major
program were discontinued, the Company would immediately assess the impact of
the loss of the program on the realization of the deferred tax assets.
Revenue Recognition:
The Company considers its revenue recognition policy to fall under the
guidance of FASB's conceptual framework for revenue recognition. The Company
recognizes revenue only after: (a) The Company has received a purchase order
identifying price and delivery terms or services to be rendered; (b) shipment
has occurred, or in the case of services, after the service has been completed;
(c) the Company's price is fixed as evidenced by the purchase order; and (d)
collectibility is reasonably assured. The Company continually monitors its
accounts receivable for any delinquent or slow paying accounts. The Company
believes that based upon its past history with minimal bad debt write-offs, that
all accounts are collectible upon shipment or delivery of services. Credit
losses have been minimal and within management's expectations. Based on
management's evaluation of uncollected accounts receivable, bad debts are
provided for on the allowance method. Accounts are considered delinquent if they
are 120 days past due. If an uncollectible account should arise during the year,
it would be written-off at the point it was determined to be uncollectible. The
Company mitigates its credit risk by performing periodic credit checks and
actively pursuing past due accounts. The Company refers to "net sales" in its
consolidated statements of operations as the Company's sales are sometimes
reduced by product returned by its customers.
10
Results of Operations:
Net sales were $4,129,000 for the quarter ending November 26, 2006, a
decrease of 1% from the same period of the prior year. Sales from the Company's
ATV and motorcycle markets were $3,341,000 and $3,561,000 for the quarters ended
November 26, 2006 and November 27, 2005, respectively. The 6% decrease in sales
in the quarter ended November 26, 2006 as compared to November 27, 2005 came
primarily from lower sales in the ATV market.
Sales from the Company's aerospace and defense markets totaled $481,000 and
$454,000 for the quarters ended November 26, 2006 and November 27, 2005,
respectively. The Company believes that these increases are not as a result of
significant change in a customer or product requirement, but rather as a result
from a general increase in the level of business with the Company's customers in
these markets.
Sales from the Company's biosciences market totaled $239,000 for the
quarter ended November 26, 2006, as compared to the prior year quarter's amount
of $78,000. The increase is attributable to the further implementation of the
partnering arrangement announced in June 2005.
Sales from the Company's other revenue markets amounted to $68,000 and
$77,000 for the quarters ended November 26, 2006 and November 27, 2005,
respectively. The Company's other revenue markets consist primarily of computer
components and small engine parts.
Gross margin for both quarters ended November 26, 2006 and November 25,
2005 was 17%. Gross margin for each of the Company's major markets at November
26, 2006 was comparable to the gross margin for each of such markets in the
prior year quarter.
Selling and administrative expense of $462,000 for the quarter ending
November 26, 2006 was $55,000 higher than in the prior year quarter. Fiscal 2006
first quarter selling and administrative expense was negatively affected by
$16,500 in costs associated with the SFAS 123(R) requirement to include the
expensing of stock option compensation in the Condensed Consolidated Statements
of Income (see Footnote 6). The quarter also had higher payroll compensation the
fiscal 2006 first quarter.
Interest expense in the first quarter of fiscal 2007 was $45,000 compared
to $38,000 in first quarter of fiscal 2006.
The Company recorded income tax expense at an effective tax rate of 38% for
the quarters ended November 26, 2006 and November 27, 2005, respectively.
Liquidity and Capital Resources:
On November 26, 2006, working capital was $3,032,000 compared to $2,891,000
at August 27, 2006. The ratio of current assets to current liabilities at
November 26, 2006 was 2.39 to 1.0 compared to 2.31 to 1.0 at August 27, 2006.
The improvement in both measurements is attributable to the generation of cash
from operations in the Company's fiscal 2007 first quarter. The Company's cash
balance increased $459,000 during the first quarter of fiscal 2007 which was
derived primarily from collections of accounts receivable.
As discussed in the Notes to Condensed Consolidated Financial Statements,
effective January 1, 2007, subsequent to the end of the fiscal 2007 first
quarter, the Company renewed its $1,000,000 revolving credit agreement with its
bank. Interest on amounts borrowed under the new agreement is at prime.
It is the Company's belief that its current cash balance, plus future
internally generated funds and its line of credit, will be sufficient to enable
the Company to meet its working capital requirements through the end of calendar
year 2007.
11
Cautionary Statement:
Statements included in this Management's Discussion and Analysis of
Financial Condition and Results of Operations, in future filings by the Company
with the Securities and Exchange Commission, in the Company's press releases and
in oral statements made with the approval of an authorized executive officer
that are not historical or current facts are "forward-looking statements." These
statements are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 and are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical earnings and those presently anticipated or projected. The Company
wishes to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made.
The following important factors, among others, in some cases have affected
and in the future could affect the Company's actual results and could cause the
Company's actual financial performance to differ materially from that expressed
in any forward-looking statement: (i) the Company's ability to obtain additional
manufacturing programs and retain current programs; (ii) the loss of significant
business from any one of its current customers could have a material adverse
effect on the Company; (iii) the Company was dependent upon one customer for 81%
of its revenues in fiscal year 2006 and expects that a significant portion of
its future revenue will be derived from this customer; (iv) a significant
downturn in the industries in which the Company participates could have an
adverse effect on the demand for Company services; (v) our sales are
concentrated in a limited number of highly competitive industries, each with a
limited number of customers; (vi) the prices of our products are subject to
downward pressure from customers and market pressure from competitors; (vii) the
Company's ability to curtail its costs and expenses for new manufacturing
programs, commensurate with expected revenues; (viii) the Company's ability to
comply with covenants of its credit facility; (ix) fluctuations in operating
results due to, among other things, changes in customer demand for our product,
in our manufacturing costs and efficiently of our operations; (x) a trend among
our customers toward outsourcing manufacturing to foreign operations.
The foregoing list should not be construed as exhaustive and the Company
disclaims any obligation subsequently to revise any forward-looking statements
to reflect events or circumstances after the date of such statements or to
reflect the occurrence of anticipated or unanticipated events.
12
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures.
The Company's Chief Executive Officer, Michael J. Pudil, and Chief
Financial Officer, Paul D. Sheely, have evaluated the Company's disclosure
controls and procedures as of the end of the period covered by this report.
Based upon this review, they have concluded that these controls and procedures
are effective.
(b) Changes in Internal Controls over Financial Reporting.
There have been no changes in internal control financial reporting that
occurred during the fiscal period covered by this report that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II. OTHER INFORMATION:
ITEM 6. EXHIBITS
A. The following exhibits are included herein:
Exhibit 10.1 Amendment and Modification of Revolving Line of Credit dated
January 1, 2007 between the Company and Excel Bank.
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14
and 15d-14 of the Exchange Act.
Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14
and 15d-14 of the Exchange Act.
Exhibit 32 Certificate pursuant to 18 U.S.C. Section 1350.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WSI INDUSTRIES, INC.
Date: January 5, 2007 /s/ Michael J. Pudil
----------------------------------------
Michael J. Pudil, President & CEO
Date: January 5, 2007 /s/ Paul D. Sheely
----------------------------------------
Paul D. Sheely, Vice President,
Finance & CFO
13