Annual Statements Open main menu

SCHMITT INDUSTRIES INC - Quarter Report: 2005 August (Form 10-Q)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

 

FORM 10-Q

 

ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the quarterly period ended: August 31, 2005

 

 

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:  0-23996

 

SCHMITT INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Oregon

 

93-1151989

(State 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

ý

 

No

 

o

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

 

Yes

o

 

No

 

ý

 

The number of shares of each class of common stock outstanding as of August 31, 2005

 

Common stock, no par value

 

2,593,796

 

 



 

SCHMITT INDUSTRIES, INC.

 

INDEX TO FORM 10-Q

 

Part I     -

FINANCIAL INFORMATION

 

 

 

 

Item 1   -

Financial Statements:

 

 

 

 

 

Consolidated Balance Sheets:

 

 

–    August 31, 2005 (unaudited) and May 31, 2005

 

 

 

 

 

Consolidated Statements of Income:

 

 

–    For the Three Months Ended August 31, 2005 and 2004 (unaudited)

 

 

 

 

 

Consolidated Statement of Changes in Stockholders’ Equity:

 

 

–    For the Three Months Ended August 31, 2005 (unaudited)

 

 

 

 

 

Consolidated Statements of Cash Flows:

 

 

–    For the Three Months Ended August 31, 2005 and 2004 (unaudited)

 

 

 

 

 

Notes to Consolidated Interim Financial Statements:
–    Three Months Ended August 31, 2005 and 2004

 

 

 

 

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 and Reports on Form 8-K

 

 

 

 

Signatures -

 

 

 

 

 

Certifications

 

 

 

2



 

PART I - FINANCIAL INFORMATION

 

Item 1.               Financial Statements

 

SCHMITT INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

 

 

 

August 31, 2005

 

May 31, 2005

 

 

 

Unaudited

 

 

 

ASSETS

 

 

 

 

 

Current assets

 

 

 

 

 

Cash

 

$

2,168,115

 

$

1,176,959

 

Accounts receivable, net of allowance of $18,466 and $41,366 at August 31, 2005 and May 31, 2005, respectively

 

1,654,718

 

2,109,143

 

Inventories

 

3,361,478

 

3,533,313

 

Prepaid expenses

 

89,771

 

104,292

 

Deferred tax asset

 

92,319

 

92,319

 

 

 

7,366,401

 

7,016,026

 

 

 

 

 

 

 

Property and equipment

 

 

 

 

 

Land

 

299,000

 

299,000

 

Buildings and improvements

 

1,228,725

 

1,214,348

 

Furniture, fixtures and equipment

 

1,156,657

 

1,120,946

 

Vehicles

 

96,849

 

96,849

 

 

 

2,781,231

 

2,731,143

 

Less accumulated depreciation and amortization

 

(1,509,153

)

(1,462,637

)

 

 

1,272,078

 

1,268,506

 

 

 

 

 

 

 

Other assets

 

 

 

 

 

Long-term deferred tax asset

 

427,681

 

547,681

 

Other assets

 

234,358

 

243,009

 

 

 

662,039

 

790,690

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

9,300,518

 

$

9,075,222

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

Accounts payable

 

$

417,820

 

$

497,206

 

Accrued commissions

 

246,265

 

275,745

 

Accrued payroll liabilities

 

86,005

 

102,883

 

Other accrued liabilities

 

141,641

 

141,550

 

Income taxes payable

 

57,147

 

26,147

 

Current portion of long-term obligations

 

25,041

 

32,114

 

Total current liabilities

 

973,919

 

1,075,645

 

 

 

 

 

 

 

Long-term obligations

 

15,944

 

20,756

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

Common stock, no par value, 20,000,000 shares authorized, 2,593,796 and 2,559,687 shares issued and outstanding at August 31, 2005 and May 31, 2005, respectively

 

7,554,668

 

7,496,098

 

Accumulated other comprehensive loss

 

(224,287

)

(254,654

)

Retained earnings

 

980,274

 

737,377

 

Total stockholders’ equity

 

8,310,655

 

7,978,821

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

9,300,518

 

$

9,075,222

 

 

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

 

3



 

SCHMITT INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

FOR THE THREE MONTHS ENDED AUGUST 31, 2005 AND 2004

(UNAUDITED)

 

 

 

Three Months Ended

 

 

 

August 31, 2005

 

August 31, 2004

 

 

 

 

 

 

 

Net sales

 

$

2,656,434

 

$

2,428,729

 

Cost of sales

 

1,244,325

 

1,070,393

 

Gross profit

 

1,412,109

 

1,358,336

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

General, administration and sales

 

1,013,644

 

1,074,392

 

Research and development

 

14,508

 

6,067

 

Total operating expenses

 

1,028,152

 

1,080,459

 

 

 

 

 

 

 

Operating income

 

383,957

 

277,877

 

 

 

 

 

 

 

Other income

 

9,940

 

8,178

 

 

 

 

 

 

 

Income before provision for income taxes

 

393,897

 

286,055

 

 

 

 

 

 

 

Provision for income taxes

 

151,000

 

6,000

 

 

 

 

 

 

 

Net income

 

$

242,897

 

$

280,055

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

.09

 

$

.11

 

 

 

 

 

 

 

Diluted

 

$

.09

 

$

.10

 

 

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

 

4



 

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

FOR THE THREE MONTHS ENDED AUGUST 31, 2005

(UNAUDITED)

 

 

 

Shares

 

Amount

 

Accumulated
other
comprehensive
income (loss)

 

Retained
earnings

 

Total

 

Total
comprehensive
income

 

Balance, May 31, 2005

 

2,559,687

 

$

7,496,098

 

$

(254,654

)

$

737,377

 

$

7,978,821

 

 

 

Stock options exercised

 

34,109

 

58,570

 

 

 

58,570

 

 

 

Net income

 

 

 

 

242,897

 

242,897

 

$

242,897

 

Other comprehensive income

 

 

 

30,367

 

 

30,367

 

30,367

 

Balance, August 31, 2005

 

2,593,796

 

$

7,554,668

 

$

(224,287

)

$

980,274

 

$

8,310,655

 

 

 

Comprehensive income, Three months ended August 31, 2005

 

 

 

 

 

 

 

 

 

 

 

$

273,264

 

 

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

 

5



 

SCHMITT INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED AUGUST 31, 2005 AND 2004

(UNAUDITED)

 

 

 

Three Months Ended

 

 

 

August 31, 2005

 

August 31, 2004

 

Cash Flows Relating to Operating Activities

 

 

 

 

 

Net income

 

$

242,897

 

$

280,055

 

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

 

 

 

 

 

Depreciation and amortization

 

55,167

 

50,530

 

Deferred taxes

 

120,000

 

 

(Increase) decrease in:

 

 

 

 

 

Accounts receivable

 

454,425

 

2,713

 

Inventories

 

171,835

 

(361,776

)

Prepaid expenses

 

14,521

 

(6,300

)

Income taxes receivable

 

 

14,976

 

Increase (decrease) in:

 

 

 

 

 

Accounts payable

 

(79,386

)

170,894

 

Accrued liabilities and customer deposits

 

(46,267

)

98,914

 

Income taxes payable

 

31,000

 

 

Net cash provided by operating activities

 

964,192

 

250,006

 

 

 

 

 

 

 

Cash Flows Relating to Investing Activities

 

 

 

 

 

Purchase of property and equipment

 

(50,088

)

(49,990

)

Net cash used in investing activities

 

(50,088

)

(49,990

)

 

 

 

 

 

 

Cash Flows Relating to Financing Activities

 

 

 

 

 

Repayments on long-term debt

 

(11,885

)

(12,813

)

Common stock issued on exercise of stock options

 

58,570

 

58,414

 

Net cash provided by financing activities

 

46,685

 

45,601

 

 

 

 

 

 

 

Effect of foreign exchange translation on cash

 

30,367

 

(24,202

)

 

 

 

 

 

 

Increase in cash

 

991,156

 

221,415

 

 

 

 

 

 

 

Cash, beginning of period

 

1,176,959

 

604,194

 

 

 

 

 

 

 

Cash, end of period

 

$

2,168,115

 

$

825,609

 

 

 

 

 

 

 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for interest

 

$

175

 

$

 

Cash paid during the period for income taxes

 

$

300

 

$

 

 

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

 

6



 

SCHMITT INDUSTRIES, INC.

NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS

THREE MONTHS ENDED AUGUST 31, 2005

 

Note 1:                   Basis of Presentation

 

These financial statements are those of the Company and its wholly owned subsidiaries.  In the opinion of Management, the accompanying unaudited Consolidated Financial Statements of Schmitt Industries, Inc. have been prepared pursuant to the rules and regulations of the Securities Exchange Commission and contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly its financial position as of August 31, 2005 and its results of operations and its cash flows for the three-months ended August 31, 2005 and August 31, 2004.  Operating results for the three-month period ended August 31, 2005 are not necessarily indicative of the results that may be experienced for the fiscal year ending May 31, 2006.  The consolidated balance sheet at May 31, 2005 has been derived from the audited financial statements at that date.  The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements and Form 10-K of the Company for the fiscal year ended May 31, 2005.

 

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 issued Statement of Financial Accounting Standards No. 151, “Inventory Costs an Amendment to ARB No. 43, Chapter 4” in November 2004.  This Statement requires that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) costs be recognized as current-period charges.  In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.  The Company does not expect this pronouncement to have a material impact on the financial statements.

 

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, “Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29” in December 2004.   The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The Company does not expect this pronouncement to have a material impact on the financial statements.

 

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3”.  This Statement replaces APB Opinion No. 20, “Accounting Changes”, and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements”, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a pronouncement includes specific transition provisions, those provisions should be followed.  The Company does not expect this pronouncement to have a material impact on the financial statements.

 

The Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123R, “Share-Based Payment” in December 2004.  Under the revised standard, the Company will be required to recognize compensation cost, related to its stock options, beginning in the first fiscal quarter of the year beginning June 1, 2006.  The cost of services received from employees in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued.  The Company expects the effect of this pronouncement to approximate the proforma amounts disclosed in Note 4.

 

7



 

Note 4:                   Stock – Based Compensation

 

The Company has elected to follow the accounting provisions of Accounting Principles Board Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees”, 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 is reflected in net income because all options granted under those plans 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 net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based compensation:

 

 

 

Three Months Ended August 31,

 

 

 

2005

 

2004

 

Net income, as reported

 

$

242,897

 

$

280,055

 

Add: Stock-based employee compensation expense included in reported net income, net of tax

 

 

 

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

 

(5,436

)

(64,500

)

Pro forma net income (loss)

 

$

237,461

 

$

215,555

 

 

 

 

 

 

 

Earnings (loss) per share – basic

 

 

 

 

 

As reported

 

$

.09

 

$

.11

 

Pro forma

 

$

.09

 

$

.09

 

Earnings (loss) per share – diluted

 

 

 

 

 

As reported

 

$

.09

 

$

.10

 

Pro forma

 

$

.09

 

$

.08

 

 

The effects of applying SFAS No. 123 in this pro forma disclosure are not necessarily indicative of future amounts.

 

The Company continues to measure compensation cost for the Plan using the method of accounting prescribed by APB 25.  In electing to continue to follow APB 25 for expense recognition purposes, the Company is required to provide the expanded disclosures required under SFAS No. 148 for stock-based compensation granted, including disclosure of pro forma net income and earnings per share, as if the fair value based method of accounting defined in the SFAS No. 123, had been adopted.

 

The Company has computed, for pro forma disclosure purposes, the value of each option granted using the Black-Scholes option pricing model as prescribed by SFAS No. 123 using the following assumptions:

 

 

 

Three Months Ended August 31,

 

 

 

2005

 

2004

 

Risk-free interest rate

 

6.00

%

4.00

%

Expected dividend yield

 

0

%

0

%

Expected life

 

5.4 years

 

8.0 years

 

Expected volatility

 

48

%

122

%

 

Note 5:                   EPS Reconciliation

 

 

 

Three Months Ended August 31,

 

 

 

2005

 

2004

 

Weighted average shares (basic)

 

2,583,183

 

2,490,498

 

Effect of dilutive stock options

 

169,310

 

184,770

 

Weighted average shares (diluted)

 

2,752,493

 

2,675,268

 

 

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.

 

8



 

Note 6:                   Long-term deferred tax asset

 

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 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.  As a result, the valuation reserve for this asset was reduced as of May 31, 2005 to reflect the amount of the asset management expects to utilize in future fiscal periods.  Management continues to review the level of the valuation allowance on a quarterly basis.

 

Note 7:                   Segments of Business

 

Segment Information

 

 

 

Three Months Ended August 31,

 

 

 

2005

 

2004

 

 

 

Balancer

 

Measurement

 

Balancer

 

Measurement

 

Gross sales

 

$

2,035,688

 

$

753,773

 

$

1,942,228

 

$

682,741

 

Intercompany sales

 

(128,816

)

(4,211

)

(189,541

)

(6,699

)

Net sales

 

$

1,906,872

 

$

749,562

 

$

1,752,687

 

$

676,042

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

$

288,094

 

$

95,863

 

$

82,831

 

$

195,046

 

 

 

 

 

 

 

 

 

 

 

Intercompany rent

 

$

 

$

7,500

 

$

 

$

7,500

 

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

$

37,141

 

$

9,375

 

$

33,441

 

$

8,438

 

 

 

 

 

 

 

 

 

 

 

Amortization expense

 

$

 

$

8,651

 

$

 

$

8,651

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

35,332

 

$

14,756

 

$

41,665

 

$

8,325

 

 

Geographic Information

 

 

 

Three Months Ended August 31,

 

 

 

 

 

 

 

2005

 

2004

 

 

 

 

 

Geographic Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

North American Sales

 

 

 

 

 

 

 

 

 

United States

 

$

1,487,099

 

$

1,405,002

 

 

 

 

 

Canada and Mexico

 

37,066

 

61,043

 

 

 

 

 

North American total

 

1,524,165

 

1,466,045

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

European Sales

 

 

 

 

 

 

 

 

 

Germany

 

80,781

 

77,447

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United Kingdom

 

228,214

 

318,951

 

 

 

 

 

Intercompany

 

(132,853

)

(196,240

)

 

 

 

 

United Kingdom total

 

95,361

 

122,711

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other European Sales

 

167,628

 

275,062

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Europe

 

343,770

 

475,220

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Asia

 

547,393

 

436,459

 

 

 

 

 

Others

 

241,106

 

51,005

 

 

 

 

 

 

 

$

2,656,434

 

$

2,428,729

 

 

 

 

 

 

9



 

 

 

Three Months Ended August 31,

 

 

 

2005

 

2004

 

 

 

United States

 

Europe

 

United States

 

Europe

 

Income (Loss) from operations

 

$

366,668

 

$

17,289

 

$

339,782

 

$

(61,905

)

 

 

 

 

 

 

 

 

 

 

Depreciation expense

 

$

42,322

 

$

4,194

 

$

40,977

 

$

902

 

 

 

 

 

 

 

 

 

 

 

Amortization expense

 

$

8,651

 

$

 

$

8,651

 

$

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

$

46,500

 

$

3,588

 

$

54,169

 

$

(4,179

)

 

Long-term Assets

 

 

 

August 31, 2005

 

May 31, 2005

 

Segment:

 

 

 

 

 

Balancer

 

$

1,441,659

 

$

1,563,468

 

Measurement

 

$

492,458

 

$

495,728

 

 

 

 

 

 

 

Geographic:

 

 

 

 

 

United States

 

$

1,907,114

 

$

2,031,587

 

Europe

 

$

27,003

 

$

27,609

 

 

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

 

Note 8:                   Related Party Transactions

 

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 totaled $63,106 during the fiscal quarter ended August 31, 2005.

 

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.

 

10



 

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

 

These financial statements are those of the Company and its wholly owned subsidiaries.  In the opinion of Management, the accompanying unaudited Consolidated Financial Statements of Schmitt Industries, Inc. have been prepared pursuant to the rules and regulations of the Securities Exchange Commission and contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly its financial position as of August 31, 2005 and its results of operations and its cash flows for the three months ended August 31, 2005 and August 31, 2004.  Operating results for the three month period ended August 31, 2005 are not necessarily indicative of the results that may be experienced for the fiscal year ending May 31, 2006.  The accompanying unaudited financial statements and related notes should be read in conjunction with the audited financial statements and Form 10-K of the Company for the fiscal year ended May 31, 2005.

 

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.  Beginning in March 2004, improving economic conditions in North America resulted in increased sales in that geographic market.  Sales people, representatives and distributors throughout these geographic areas spend a large amount of time with targeted customers.  They are finding that many of the customers in the automotive, bearing and aircraft industries refer to improved economic conditions and its impact on the machine tool industry in North America as the reason for their increased orders.  While those customers are optimistic regarding short term demand for Balancer products, they remain uncertain as to the strength and duration of current business conditions in North America for their products which incorporate the Balancer segment product line.  North American sales increased 7.7% in the fiscal quarter ended August 31, 2005 compared to the fourth quarter ended May 31, 2005. Market demand in Asia for the Balancer segment products remains strong with that region showing a 19.6% increase for the three months ended August 31, 2005 compared to the fourth quarter ended May 31, 2005.   As with the North American market, the duration of the strong demand in Asia cannot be forecasted with any certainty.  The European market remains soft as total balancer sales into that geographic market were off 26.8% during the fiscal quarter August 31, 2005 compared to the fourth quarter ended May 31, 2005.

 

The Measurement segment product line consists of both laser light-scatter and dimensional sizing products. Combined Measurement sales decreased 31.9% for the three months ended August 31, 2005 compared to the fourth quarter ended May 31, 2005.  Measurement sales for the three months ended August 31, 2005 increased 10.9% when compared to the same fiscal quarter ended August 31, 2004.  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.  Management and the sales staff monitor industry publications and public financial information in order to judge the potential demand for products by the targeted industries.  Over the past year, this information has indicated improving demand for and sales of the products of those industries.  Also, frequent discussions with customers have confirmed the information presented in the public information.  Sales to customers in these industries can be very cyclical and therefore the impact of this recovery on sales to the Company’s laser light-scatter products is unknown at this time, although sales personnel have seen increasing interest and inquiries regarding the Company’s products.

 

Laser light-scatter products for research organizations – The Company continues to receive inquiries for these products and provide quotes to interested parties.  However, in the current fiscal quarter, no sales of these products have been realized.

 

Dimensional sizing products – These products are marketed and sold into a wide array of industries.  In Fiscal 2004 Management built a sales distribution network covering all fifty states.  As a result of this action, the Company experienced increasing interest and sales in these products in the most recent fiscal period when compared to the same period in the prior fiscal year.  During the quarter ended August 31, 2003, Management consolidated the operations related to these products (which had been located in Menlo Park, California) into the Measurement segment operations in Portland, Oregon.  The relocation was completed as of August 31, 2003.   Since relocation to Portland, sales of these products were $1,763,307 and $1,023,278 in Fiscal 2005 and 2004, respectively.

 

11



 

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.

 

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.

 

Long-term Deferred Tax Asset– 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 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 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 August 31, 2005, Management does not believe impairment, as defined above, exists.

 

Recently issued accounting pronouncements:

 

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 151, “Inventory Costs—an Amendment to ARB No. 43, Chapter 4” in November 2004.  This Statement requires that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) costs be recognized as current-period charges.  In addition, this Statement requires that allocation of fixed production overheads to the costs of conversion be based on the normal capacity of the production facilities.  The Company does not expect this pronouncement to have a material impact on the financial statements.

 

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 153, “Exchanges of Nonmonetary Assets—an amendment of APB Opinion No. 29” in December 2004.   The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. This Statement amends Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  The Company does not expect this pronouncement to have a material impact on the financial statements.

 

The Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections—a replacement of APB Opinion No. 20 and FASB Statement No. 3”.  This Statement replaces APB Opinion No. 20, “Accounting Changes”, and FASB Statement No. 3, “Reporting Accounting Changes in Interim Financial Statements”, and changes the requirements for the accounting for and reporting of a change in accounting principle. This Statement applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. When a

 

12



 

pronouncement includes specific transition provisions, those provisions should be followed.  The Company does not expect this pronouncement to have a material impact on the financial statements.

 

The Financial Accounting Standards Board revised Statement of Financial Accounting Standards No. 123, “Share-Based Payment” in December 2004.  Under the revised standard, the Company will be required to recognize compensation cost, related to its stock options, beginning in the first fiscal quarter of the year beginning June 1, 2006.  The cost of services received from employees in exchange for awards of share-based compensation generally shall be measured based on the grant-date fair value of the equity instruments issued.  The Company expects the effect of this pronouncement to approximate the proforma amounts disclosed in Note 4.

 

Discussion of operating results:

 

 

 

Three months ended August 31, 2005

 

 

 

Consolidated

 

Balancer

 

Measurement

 

 

 

Dollars

 

%

 

Dollars

 

%

 

Dollars

 

%

 

Sales

 

$

2,656,434

 

100.0

%

$

1,906,872

 

100.0

%

$

749,562

 

100.0

%

Cost of sales

 

1,244,325

 

46.8

%

936,860

 

49.1

%

307,465

 

41.0

%

Gross profit

 

1,412,109

 

53.2

%

$

970,012

 

50.9

%

$

442,097

 

59.0

%

Operating expenses

 

1,028,152

 

38.7

%

 

 

 

 

 

 

 

 

Income from operations

 

$

383,957

 

14.5

%

 

 

 

 

 

 

 

 

 

 

 

Three months ended August 31, 2004

 

 

 

Consolidated

 

Balancer

 

Measurement

 

 

 

Dollars

 

%

 

Dollars

 

%

 

Dollars

 

%

 

Sales

 

$

2,428,729

 

100.0

%

$

1,752,687

 

100.0

%

$

676,042

 

100.0

%

Cost of sales

 

1,070,393

 

44.1

%

851,249

 

48.6

%

219,144

 

32.4

%

Gross profit

 

1,358,336

 

55.9

%

$

901,438

 

51.4

%

$

456,898

 

67.6

%

Operating expenses

 

1,080,459

 

44.5

%

 

 

 

 

 

 

 

 

Income from operations

 

$

277,877

 

11.4

%

 

 

 

 

 

 

 

 

 

Worldwide sales of Balancer products increased 8.8% in the most current fiscal period when compared to the same period in the prior fiscal year as sales to the North American and Asian markets increased by 7.7% and 23.4% respectively.  These increases were offset by decreases in the European market of 30.6%.  Unit sales prices of balancer products are relatively stable 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 increase in units sold in North America is attributed to growing demand and stronger economic conditions.  The increase in Asia is attributed to expansion of the sales efforts in China.  The decreased units sold in Europe are attributed to strong European competition and weaker economic conditions in certain European markets.

 

Measurement product sales increased 10.9% in the most current fiscal period when compared to the same period in the prior fiscal year as sales of the Company’s dimensional sizing products increased by 39.7% offset by decreases in surface measurement products of 21.4%.  The sales of dimensional sizing products in the most recent fiscal period increased as they included more unit sales than in the same fiscal period in the prior year.  The decreases in surface measurement products are due to a decrease in sales of large value laser light-scatter products.

 

Cost of sales for the both the Balancer and Measurement segments increased (as a percentage of sales) in the most current fiscal period 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 stable.

 

Sales by the foreign subsidiary totaled $428,094 for the most recent quarter versus $456,508 for the same quarter last year.  Approximately 4% of the decrease is due to lower unit sales volumes with the remainder due to the changes in foreign exchange rates between the two fiscal periods.  The lower sales volumes were realized as a result of the soft sales in European markets, which were partially offset by increases in other markets primarily located in South America.

 

13



 

In the three month period ended August 31, 2005, net income was $242,897 ($.09 per fully diluted share) compared to net income of $280,055 ($.10 per fully diluted share) for the same period last year.  Net income was negatively impacted by the provision for income taxes, which increased to $151,000 for the three month period ended August 31, 2005 from the $6,000 reported in the same period last year.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The Company’s ratio of current assets to current liabilities increased to 7.6 to 1 at August 31, 2005 compared to 6.5 to 1 at May 31, 2005.  As of August 31, 2005, the Company had $2,168,115 in cash compared to $1,176,959 at May 31, 2005.

 

During the three-months ended August 31, 2005, cash provided by operating activities amounted to $964,192 with the changes described as follows:

 

                  Net income for the three-months ended August 31, 2005 of $242,897 plus two non-cash items: depreciation and amortization of $55,167 and deferred taxes of $120,000.

 

                  Accounts receivable generated cash as the balance decreased by $454,425 to an August 31, 2005 balance of $1,654,718 compared to $2,109,143 at May 31, 2005, a 21.5% decrease. 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, particularly with current economic conditions.

 

                  Inventories decreased $171,835 to an August 31, 2005 balance of $3,361,478 compared to $3,533,313 at May 31, 2005, a 4.9% decrease.  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 decreased by $14,521 to $89,771 from a balance of $104,292 at May 31, 2005 with the decrease due to prepaid fees, trade show costs and various business and insurance costs.

 

                  Trade accounts payable decreased by $79,386 to $417,820 from a balance of $497,206 at May 31, 2005 primarily due to lower operating expenses during the current quarter when compared to the fourth quarter ended May 31, 2005 and normal fluctuations in timing of payment of outstanding payable balances.

 

                  Other accrued liabilities (including customer deposits, commissions, payroll items and other accrued expenses) decreased by $46,267 to a balance of $473,911 from $520,178 at May 31, 2005.

 

During the three-months ended August 31, 2005, net cash used in investing activities was $50,088, consisting of additions to property and equipment.  Net cash provided by financing activities amounted to $46,685 which consisted of $58,570 in common stock issued to employees who exercised stock options less payment on long-term obligations of $11,885.

 

The following summarizes contractual obligations at August 31, 2005 and the effect on future liquidity and cash flows:

 

Years Ending
August 31,

 

Long term
obligations

 

Operating Leases

 

Total
Contractual
Obligations

 

2006

 

$

25,041

 

$

40,533

 

$

65,574

 

2007

 

12,785

 

40,533

 

53,318

 

2008

 

3,159

 

30,400

 

33,559

 

2009

 

 

 

 

Total

 

$

40,985

 

$

111,466

 

$

152,451

 

 

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

 

14



 

operations, projected capital expenditures, anticipated long-term sales agreements and other expansion-related contingencies during Fiscal 2006 and 2007. However, in the event the Company fails to achieve its operating and financial goals for Fiscal 2006, 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 and sales 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.

 

Demand for Company products may change:

 

Over the past six fiscal quarters, the Company has experienced increasing demand for its Balancer products in North America.  These increases are attributed primarily to an improving economy in North America..  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 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 a significant portion of its 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.  Conditions in those markets adversely affected sales beginning in Fiscal 1999 and those poor conditions continued into Fiscal 2004 and consequently, demand for drives fell over these periods. As the operations of those companies suffered, they in turn reduced capital spending resulting in minimal demand for and sporadic sales of the Company’s laser light-scatter products.  Industry forecasts are for improving conditions and the Company has experienced increasing sales in Fiscal 2005 and 2006 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 sometime in the next several months, although there is no certainty if and when those improvements will occur.

 

15



 

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.

 

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.

 

16



 

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.

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk:

 

Interest Rate Risk

 

The Company did not have any derivative financial instruments as of August 31, 2005.  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 cash equivalents as well as interest paid on debt.

 

The Company does have a line of credit but does not have an outstanding balance as of August 31, 2005.  Also, there is no other debt 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 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 August 31, 2005 and 2004, results of operations included losses on foreign currency translation of $2,867 and $2,943 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 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

17



 

Part II - OTHER INFORMATION

 

Item 6.   Exhibits and Reports on Form 8-K

 

(a)  Exhibits

 

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:

10/17/2005

/s/ Wayne A. Case

 

 

 

 

Wayne A. Case, President/CEO/Director

 

 

 

Date:

10/17/2005

/s/ Michael S. McAfee

 

 

 

 

Michael S. McAfee, Chief Financial Officer/Treasurer

 

18