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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q/A 

Amendment No. 1

 

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended August 31, 2021

 

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: 001-38964

 

  SCHMITT INDUSTRIES, INC. 

 

Oregon   93-1151989
(State or Other Jurisdiction of   (IRS Employer
Incorporation or Organization)   Identification Number)

 

2765 N.W. Nicolai Street
Portland, Oregon 97210
(Address of Principal Executive Offices) (Zip Code)

 

(503) 227-7908  

(Registrant's Telephone Number, Including Area Code)

 

Securities registered under Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock - no par value   SMIT   NASDAQ Capital Market

 

Securities registered under Section 12(g) of the Act:

 

None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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  ☒    No  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒    No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer Accelerated filer
       
Non-accelerated filer Smaller reporting company
       
Emerging growth company    

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

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

 

The number of shares of each class of common stock outstanding as of September 30, 2021 

 

Common stock, no par value – outstanding   3,800,479

 

 

 

 

EXPLANATORY NOTE

 

On September 20, 2022, Schmitt Industries, Inc. (the “Company”, “we”, “our” or “us”) filed a Current Report on Form 8-K disclosing that the Company determined that our previously issued financial statements contained in our Quarterly Reports on Form 10-Q for the periods ended August 31, 2021, November 30, 2021, and February 28, 2022 should no longer be relied upon due to the ineffective application of cut-off procedures resulting primarily in the exclusion of certain general and administrative expenses from the statement of operations in the Company’s unaudited interim condensed consolidated financial statements during the fiscal year ended May 31, 2022. For additional information, please refer to that certain Form 8-K, filed on September 20, 2022.

 

Background of Restatement

 

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (“Form 10-Q/A”) amends and restates certain items noted below in the Quarterly Report on Form 10-Q of the Company for the quarter ended August 31, 2021, as originally filed with the Securities and Exchange Commission (the “SEC”) on October 20, 2021 (the “Original Filing”). This Form 10-Q/A amends the Original Filing to reflect the correction of errors in the previously issued unaudited interim condensed consolidated financial statements as of and for the three months ended August 31, 2021 related to the Company’s accounting treatment of certain liabilities and expenses incurred that the Company failed to accrue for within the proper reporting period.

 

For the convenience of the reader, we have included all items in this Form Q/A which supersedes in its entirety the Original Form 10-Q.

 

The following sections in the Original Filing have been revised in this Form Q/A to reflect the restatement:

  

·Part I, Item 1, “Financial Statements”

·Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations"

·Part I, Item 4, “Controls and Procedures”

·Part II, Item 1A, “Risk Factors”

·Part II – Item 6. Exhibits.

·the Chief Executive Officer and Chief Financial Officer certifications in Exhibits 31.1, 31.2, 32.1, and 32.2

 

This Form Q/A does not reflect adjustments for events occurring after the filing of the Original Filing except to the extent that they are otherwise required to be included and discussed herein and did not substantively modify or update the disclosures herein other than as required to reflect the adjustments described above. See Note 2 to the accompanying unaudited interim condensed consolidated financial statements, set forth in Item 1 of this Form 10-Q/A, for details of the restatement and its impact on the unaudited interim condensed consolidated financial statements.

 

Internal Control Considerations

 

In connection with the restatement, the Audit Committee concluded, with concurrence of management, that there were additional deficiencies in our internal control over financial reporting that constituted additional material weaknesses as of August 31, 2021. For a discussion of management's consideration of our disclosure controls and procedures and the material weaknesses identified, See Part I, Item 4, “Controls and Procedures” of this Form 10-Q/A.

 

 

 

 

SCHMITT INDUSTRIES, INC.

 

  INDEX TO FORM 10-Q/A

 

    Page
     
Part I - FINANCIAL INFORMATION  
     
Item 1: Condensed Consolidated Financial Statements (unaudited) 3
       
  Condensed Consolidated Balance Sheets (unaudited) 3
     
  Condensed Consolidated Statements of Operations (unaudited) 4
     
  Condensed Consolidated Statements of Cash Flows (unaudited) 5
     
  Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) 6
     
  Notes to Unaudited Condensed Consolidated Interim Financial Statements 7
     
Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations 26
     
Item 3: Quantitative and Qualitative Disclosures about Market Risk 32
     
Item 4: Controls and Procedures 32
     
Part II - OTHER INFORMATION  
     
Item 1A: Risk Factors 34
     
Item 5: Other Information 35
     
Item 6: Exhibits 35
     
Signatures    
     
Certifications    

 

 

 

 

PART I - FINANCIAL INFORMATION

 

Item 1: Financial Statements

 

     SCHMITT INDUSTRIES, INC. 

CONDENSED CONSOLIDATED BALANCE SHEETS 

(UNAUDITED)  

 

  

August 31, 2021

(As Restated)

  May 31, 2021
ASSETS          
Current assets          
Cash and cash equivalents  $2,725,643   $4,032,690 
Accounts receivable, net   981,421    1,154,645 
Inventories, net   1,829,361    1,553,310 
Prepaid expenses   203,625    198,345 
Other current assets   264,476     
Income taxes receivable   1,103    18,057 
Total current assets   6,005,629    6,957,047 
Leasehold assets   10,131,277    10,448,486 
Property and equipment, net   2,832,720    2,824,017 
Property and equipment held for sale, net   174,847    174,847 
Leasehold, utilities and ERP deposits   578,781    431,808 
Other assets          
Intangible assets, net   305,846    337,725 
TOTAL ASSETS  $20,029,100   $21,173,930 
           
LIABILITIES & STOCKHOLDERS' EQUITY          
Current liabilities          
Accounts payable  $600,474   $583,750 
Accrued commissions   24,167    60,614 
Accrued payroll liabilities   593,477    527,608 
Accrued liabilities   622,068    465,146 
Customer deposits and prepayments   143,273    93,364 
Other accrued liabilities   1,438,907    694,590 
Current portion of long-term lease liabilities   815,141    1,042,331 
Current portion of long-term debt   670,517    541,691 
Total current liabilities   4,908,024    4,009,094 
Long-term debt, net current portion   2,800,505    3,253,389 
Long-term leasehold liabilities, net current portion   10,141,864    10,141,864 
Total liabilities   17,850,393    17,404,347 
Stockholders' equity          
Common stock, no par value, 20,000,000 shares authorized, 4,218,530 and 3,800,479 shares issued and outstanding at August 31, 2021, respectively; and 4,204,553 and 3,786,502 shares issued and outstanding at May 31, 2021, respectively   12,250,286    12,223,359 
Accumulated deficit   (10,071,579)   (8,453,776)
Total stockholders' equity   2,178,707    3,769,583 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $20,029,100   $21,173,930 

 

See accompanying notes to condensed consolidated financial statements

 

 3 

 

SCHMITT INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

FOR THE THREE MONTHS ENDED AUGUST 31, 2021 AND AUGUST 31, 2020

 

                 
   Three Months Ended August 31,
  

2021

(As Restated)

  2020
Net sales  $3,759,175   $1,507,485 
Cost of revenue   1,469,150    899,841 
Gross profit   2,290,025    607,644 
Operating expenses          
Selling, general and administrative   4,650,552    2,086,716 
Transaction costs       125,167 
Research and development   9,265    17,453 
Total operating expenses   4,659,817    2,229,336 
Operating loss   (2,369,792)   (1,621,692)
Bargain purchase gain       1,271,615 
Forgiveness of Paycheck Protection Program loan   588,534     
    Interest expense   (11,276)   (2,511)
    Other income, net   184,156    98,580 
Loss before income taxes   (1,608,378)   (254,008)
Income tax provision (benefit)   9,425    (404,667)
Net (loss) income  $(1,617,803)  $150,659 
           
Net (loss) income per common share          
    Basic  $(0.43)  $0.04 
Weighted-average number of common shares, basic   3,780,439    3,763,752 
Diluted  $(0.43)  $0.04 
Weighted-average number of common shares, diluted   3,780,439    3,776,494 

 

See accompanying notes to condensed consolidated financial statements

 

 4 

 

     SCHMITT INDUSTRIES, INC.

 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED) 

FOR THE THREE MONTHS ENDED AUGUST 31, 2021 AND AUGUST 31, 2020

 

                 
   Three Months Ended August 31,
  

2021

(As Restated)

  2020
Cash flows relating to operating activities          
Net (loss) income  $(1,617,803)  $150,659 
Adjustments to reconcile net (loss) income to net cash used in operating activities:          
Bargain purchase gain       (1,271,615)
Forgiveness of Paycheck Protection Program loan   (588,534)    
Depreciation and amortization   149,478    245,481 
Stock-based compensation   26,927    182,822 
Non-cash lease costs   90,018     
(Increase) decrease in:          
Accounts receivable, net   173,224    (69,370)
Inventories, net   (276,051)   (132,252)
Prepaid expenses   (5,280)   (65,654)
Other current assets   (264,476)    
Rent, utility deposits and ERP deposits   (146,973)   (33,030)
Increase (decrease) in:          
Accounts payable   16,724    419,433 
Accrued liabilities and customer deposits   980,571    141,670 
Income taxes payable   16,954    (404,667)
Net cash used in operating activities   (1,445,221)   (836,523)
           
Cash flows relating to investing activities          
Acquisition of Ample Hills  $   $(1,668,877)
Purchases of property and equipment   (126,302)   (133,303)
Net cash used in investing activities  $(126,302)  $(1,802,180)
           
Cash flows relating to financing activities          
Proceeds from Paycheck Protection Program, net of repayment  $264,476   $1,777,964 
Repurchase of common stock       (234,517)
Net cash provided by financing activities   264,476    1,543,447 
Decrease in cash and cash equivalents   (1,307,047)   (1,095,256)
Cash and cash equivalents, beginning of period   4,032,690    10,566,531 
Cash and cash equivalents, end of period  $2,725,643   $9,471,275 
Supplemental disclosure of cash flow information          
Cash paid for income taxes, net of refunds  $10,806   $ 
Cash paid during the period for interest  $   $616 

 

See accompanying notes to condensed consolidated financial statements

 

 5 

 

     SCHMITT INDUSTRIES, INC. 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY 

(UNAUDITED)

FOR THE THREE MONTHS ENDED AUGUST 31, 2021 and AUGUST 31, 2020

 

   Shares  Amount  Accumulated Deficit  Total
Balance, May 31, 2021   3,786,502   $12,223,359   $(8,453,776)  $3,769,583 
Stock-based compensation   —      26,927          26,927 
Shares issued to directors, officers and others upon vesting of RSUs   13,977                   
Net loss (As Restated)   —            (1,617,803)   (1,617,803)
Balance, August 31, 2021 (As Restated)   3,800,479   $12,250,286   $(10,071,579)  $2,178,707 
                     

 

   Shares  Amount  Accumulated Deficit  Total
Balance, May 31, 2020   3,784,554   $12,257,306   $(364,104)  $11,893,202 
Share repurchases   (72,159)   (234,517)         (234,517)
Shares issued to directors and officers upon vesting of RSUs   40,031                   
Stock-based compensation   —      182,822          182,822 
Net income   —            150,659    150,659 
Balance, August 31, 2020   3,752,426   $12,205,611   $(213,445)  $11,992,166 

 

See accompanying notes to condensed consolidated financial statements

 

 6 

 

      SCHMITT INDUSTRIES, INC. 

NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS

(UNAUDITED)

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

In the opinion of management of Schmitt Industries, Inc. (the "Company", "Schmitt", "we" or "our"), the accompanying unaudited interim condensed consolidated financial statements, collectively hereinafter the “consolidated financial statements”, have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and contain all adjustments, consisting only of normal recurring adjustments, necessary to present fairly its financial position as of August 31, 2021 and its results of operations and its cash flows for the periods presented. The consolidated balance sheet at May 31, 2021 has been derived from the Annual Report on Form 10-K for the fiscal year ended May 31, 2021. The accompanying unaudited condensed consolidated financial statements and related notes should be read in conjunction with the audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended May 31, 2021. Operating results for the interim periods presented are not necessarily indicative of the results that may be experienced for the fiscal year ending May 31, 2022.

 

Principles of Consolidation

 

These condensed consolidated financial statements include those of the Company and its wholly owned subsidiaries: Schmitt Measurement Systems, Inc. and Ample Hills Acquisition LLC. All significant intercompany accounts and transactions have been eliminated in the preparation of the condensed consolidated financial statements.

 

Reclassification

 

Certain amounts in the prior period consolidated balance sheet have been reclassified to conform to the presentation of the current period. These reclassifications had no effect on previously recorded net income.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with Generally Accepted Accounting Principles in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

 

Liquidity 

 

Our primary source of liquidity is our cash flows from operating activities resulting from net income and management of working capital. As of August 31, 2021, our available funds consisted of $2,725,643 in cash and cash equivalents. Management is seeking to sell the assets held for sale, which would be a source of liquidity, in addition to sources related to the forgiveness of the Paycheck Protection Program (“PPP”) loans (see Note 12 – Long-Term Debt) and the commitment from our CEO to provide additional capital if needed (see below for details). We anticipate that the available funds and cash generated from operations and financing activities will be sufficient to meet cash and working capital requirements, including the anticipated level of capital expenditures to fund operations for at least one year after the date the consolidated financial statements are issued.

 

On August 7, 2021, the Company received The Commitment Letter to Schmitt Industries (“Commitment”) from Michael Zapata, CEO. The Commitment states that Sententia Capital Management LLC (“SCM”) or its affiliated entities will provide additional capital as required to Schmitt up to $1,300,000 for the Company’s operations as needed through August 31, 2022. The Company has not requested or used any of the funds available as of August 31, 2021.

 

 7 

 

Business Combination

 

On July 9, 2020, Ample Hills Acquisition LLC ("Buyer"), a New York limited liability company and wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the "Agreement"), dated as of June 29, 2020, with Ample Hills Holdings, Inc., a Delaware corporation, Ample Hills Creamery, Inc., a New York corporation, and their subsidiaries (collectively, "Ample Hills"). The transactions contemplated by the Agreement (the "Transactions") closed on July 9, 2020, the day after a sale order approving the Transactions was entered by the Bankruptcy Court (defined below). The Ample Hills entities were debtors-in-possession under title 11 of the United States Code, 11 U.S.C. § 101 et seq. pursuant to voluntary petitions for relief filed under chapter 11 of the Bankruptcy Code on March 15, 2020 in the United States Bankruptcy Court for the Eastern District of New York (the "Bankruptcy Court"). The Transactions were conducted through a Bankruptcy Court-supervised process, subject to Bankruptcy Court-approved bidding procedures, approval of the Transactions by the Bankruptcy Court, and the satisfaction of certain closing conditions.

 

The Agreement assigned to Buyer, or one or more of its affiliates, the Acquired Assets (as defined in the Agreement) and Buyer, or one or more of its affiliates, assumed the Assumed Liabilities (as defined in the Agreement) for a purchase price of $1,000,000. The Asset Acquisition included the following assets, among other things, Ample Hills' equipment, inventory, and all intellectual property, including the names and marks of "AMPLE HILLS" and "AMPLE HILLS CREAMERY" and all derivatives thereof. Pursuant to the Agreement, Buyer also paid approximately $700,000 to certain landlords of Ample Hills in exchange for the right to assume leases with such landlords. See Note 4 – Ample Hills Business Acquisition for acquisition accounting based on the estimated fair value of assets acquired and liabilities assumed.

 

The Company's strategy includes utilizing its capital for value opportunities. Accordingly, the primary purpose of the Ample Hills acquisition was to capitalize on this strategy by purchasing a business with a good brand name, which in light of the purchase price paid in bankruptcy, could have a significant upside. The Transactions were funded by the Company with cash on hand and has been accounted for in accordance with Accounting Standard Codification (“ASC”) 805 - Business Combinations. ASC-805 requires, among other things, an assignment of the acquisition consideration transferred to the sellers for the tangible and intangible assets acquired and liabilities assumed, using the bottom up approach, to estimate their value at acquisition date. Any excess of the fair value of the purchase consideration over these identified net assets is to be recorded as goodwill. Conversely, any excess of the fair value of the net assets acquired over the purchase consideration is recorded as a bargain purchase gain. Our estimates of fair value are based upon assumptions believed to be reasonable, yet are inherently uncertain and, as a result, may differ from actual performance. During the measurement period, not to exceed one year from the date of acquisition, the Company recorded adjustments to the estimated fair values of the assets acquired and liabilities assumed with a corresponding adjustment to goodwill or bargain purchase gain, as appropriate, in the period in which such revised estimates are identified. The purchase price allocation has been finalized as of May 31, 2021, within the measurement period, and no further adjustments will be made.

 

Revenue Recognition

 

The Company generates revenues from the following sources: (i) retail restaurant sales, (ii) factory sales, (iii) measurement product sales, and (iv) remote tank monitoring services.

 

Retail Restaurant Sales, net

 

The Company's Ice Cream Segment generates revenues from retail restaurant sales to its end-user customers at the time of sale, net of discounts, coupons, employee meals, and complimentary meals and gift cards. Sales tax is collected from customers and remitted to governmental authorities and is presented on a net basis within revenue in our consolidated statement of operations.

 

Factory Sales, net

 

The Company’s Ice Cream Segment generates revenues from sales of finished goods from its Brooklyn, New York factory, including wholesale, e-commerce, and direct-to-consumer sales. These revenues, net of sales tax paid to states, are recognized when control of the goods is transferred to the customer, in accordance with the terms of the applicable agreement. The Company also generates revenues by providing manufacturing production services to third parties, and recognizes revenues as services provided to the customer.

 

 8 

 

Measurement Product Sales

 

 The Company’s Measurement Segment determines the amount of revenue it recognizes associated with the transfer of each product. For sales of products to all customers, each transaction is evaluated to determine whether there is approval and commitment from both the Company and the customer for the transaction; whether the rights of each party are specifically identified; whether the transaction has commercial substance; whether collectability from the customer is probable at the inception of the contract and whether the transaction amount is defined. If a transaction to sell products meets all of the above criteria, revenue is recognized for the sales of product at the time of shipment.

 

The Company incurs commission expense associated with the sales of certain measurement products. The Company applies the practical expedient allowed under ASC 340-40-25-4 by recognizing the expense at the time the product is shipped. These amounts are recorded within selling, general and administrative expense. The Company also incurs costs related to shipping and handling of its products, which are expensed as incurred as a component of cost of sales.

 

Remote Tank Monitoring Services

 

The Company's Measurement Segment revenues associated with the Xact product line include satellite focused remote tank monitoring products and related monitoring services for markets in the Internet of Things environment (“IoT”).

 

The Company determines the amount of revenue it recognizes associated with the transfer of such services. For delivery of monitoring services to all customers, each transaction is evaluated to determine whether there is approval and commitment from both the Company and the customer for the transaction; whether the rights of each party are specifically identified; whether the transaction has commercial substance; whether collectability from the customer is probable at the inception of the contract and whether the transaction amount is defined. If a transaction to provide monitoring services meets all of the above criteria, revenue is recognized at the completion of the month in which monitoring services are provided.

 

Customer Deposits and Prepayments 

 

The Company defers recognition of revenues in instances where consideration is received from customers in advance of the Company completing its obligations in exchange for such consideration. As of August 31, 2021 and May 31, 2021, significant customer deposits and prepayments balances were as follows:

 

   August 31, 2021  May 31, 2021
Contract Liabilities          
Customer deposits, current  $102,687   $55,464 
Gift card liabilities, current   40,586    37,900 
Total customer deposits and prepayments  $143,273   $93,364 

 

Seasonality

 

The Company’s sales and earnings are seasonal for the Ice Cream Segment, with significantly higher sales and earnings occurring during the warmer months of the year, which causes fluctuations in the Company’s quarterly results of operations. In addition, quarterly results have been, and in the future are likely to be, affected by the timing of new store openings. Because of the seasonality of the Company’s business and the impact of new store openings, results for any quarter are not necessarily indicative of the results that may be achieved in other quarters.

 

Cash and Cash Equivalents 

 

The Company generally invests its excess cash in money market funds. The Company's investment policy also allows for cash to be invested in investment grade highly liquid securities, and the Company considers securities that are highly liquid, readily convertible into cash and have original maturities of less than three months when purchased to be cash equivalents. The Company's cash consists of demand deposits in large financial institutions. At times, balances may exceed federally insured limits.

 

 9 

 

Accounts Receivable, net

 

The Company maintains credit limits for all customers based on several factors, including but not limited to financial condition and stability, payment history, published credit reports and use of credit references. Management performs various analyses to evaluate accounts receivable balances to ensure recorded amounts reflect estimated net realizable value. This review includes using accounts receivable aging reports, other operating trends and relevant business conditions, including general economic factors, as they relate to each of the Company's domestic and international customers. In the event there is doubt about whether a customer account is collectible, a reserve is recorded. If these analyses lead management to the conclusion that a customer account is uncollectible, the balance will be directly charged to bad debt expense. Accounts receivable, net consisted of the following: 

 

   August 31,  May 31,
   2021  2021
Accounts receivable  $1,079,748   $1,252,968 
Less: allowance for doubtful accounts   (98,327)   (98,323)
Accounts receivable, net  $981,421   $1,154,645 

 

Inventories, net

 

Inventories, net are valued at the lower of cost or net realizable value with cost determined on the average cost basis. Costs included in inventories consist of materials, labor and manufacturing overhead, which are related to the purchase or production of inventories. Write-downs, when required, are made to reduce excess inventories to their net realizable values. Such estimates are based on assumptions regarding future demand and market conditions. If actual conditions become less favorable than the assumptions used, an additional inventory write-down may be required. As of August 31, 2021 and May 31, 2021 inventories consisted of the following:

 

  

August 31, 2021

(As Restated)

  May 31, 2021
Raw materials  $1,059,697   $901,464 
Work-in-process   28,396    35,160 
Finished goods   842,047    731,826 
Total inventories   1,930,140    1,668,450 
Inventory reserves   (100,779)   (115,140)
     Inventory, net  $1,829,361   $1,553,310 

 

Property and Equipment, net

Property and equipment, net are stated at cost, less depreciation and amortization. Depreciation is computed using the straight-line method over estimated useful lives of three to seven years for furniture, fixtures, and equipment; three years for vehicles; the lesser of the useful life or the remaining lease term for leasehold improvements; and twenty-five years for buildings. Expenditures for maintenance and repairs are charged to expense as incurred. As of August 31, 2021 and May 31, 2021, property and equipment, net consisted of the following:

 

  

August 31, 2021

(As Restated)

  May 31, 2021
Land   $159,000   $159,000 
Buildings and improvements    3,053,834    2,989,140 
Furniture, fixtures and equipment    1,840,685    1,788,784 
   Total property and equipment   5,053,519    4,936,924 
Less accumulated depreciation   (2,220,799)   (2,112,907)
Total property and equipment, net  $2,832,720   $2,824,017 

 

 10 

 

Assets Held for Sale

 

The Company owns a two story 35,050 sq. foot building in an industrial zone that has been listed for sale since December 2020. Assets held for sale are stated at the lower of cost less depreciation or expected net realizable value. Depreciation is computed using the straight-line method over estimated useful lives of 25 years for building improvements. Expenditures for maintenance and repair are charged to expense as incurred and are recorded within selling, general, and administrative expenses on the consolidated statement of operations. As of August 31, 2021 and May 31, 2021, assets held for sale consisted of:

 

   August 31, 2021  May 31, 2021
Land  $140,000   $140,000 
Buildings and improvements   246,135    246,135 
Total property and equipment-held for sale   386,135    386,135 
Less accumulated depreciation   (211,288)   (211,288)
Total property and equipment, net held for sale  $174,847   $174,847 

 

Leases 

 

On November 22, 2019, the Company entered in a commercial lease agreement in which it is the lessor. This lease has been accounted for pursuant to Topic 842. The Company elected the practical expedient to not separate lease and non-lease components and will present property revenues as other income, combined based upon the lease being determined to be the predominant component. On November 22, 2019, the Company entered into a triple-net lease agreement with Tosei Engineering Corp. and Tosei America, Inc. (collectively "Tosei"), whereby Tosei will lease the Company's building located at 2451 NW 28th Avenue, Portland, OR 97210 for a base monthly fee of $23,282 for a term of 120 months.

 

The lessor commercial agreement contains a 10-year term with a renewal option to extend, which will be considered a new, separate contract and will be recognized at the time the option is exercised on a straight-line basis over the renewal period, and early termination options based on established terms specific to the individual agreement.

 

On July 9, 2020, the Company executed a business combination through its acquisition of Ample Hills. In connection with this business combination, the Company became the lessee for multiple leased stores and a manufacturing facility. Upon acquisition, the Company renegotiated the terms of these leases. Upon acquisition, the lease liabilities were measured based upon the present value of future lease payments.

 

On October 1, 2020 the Company entered into a triple-net lease agreement in which it is the lessor (the "Humboldt Lease") with Humboldt Street Collective, LLC ("Humboldt"), whereby Humboldt will lease the Company's building located at 2765-2755 NW Nicolai Street, Portland, OR 97210 for a monthly fee of $3,185 for a term of 62 months.

 

On December 1, 2020 the Company entered into a triple-net lease agreement in which it is the lessor (the “Second Humboldt Lease”) with Humboldt, whereby Humboldt will lease a portion of the Company’s building located at 2451 NW 28th Avenue, Portland, OR 97210 for a monthly fee of $4,596 for a lease term of 59 months.

 

Bargain Purchase Gain

 

In connection with the acquisition of Ample Hills on July 9, 2020, the Company recognized an initial bargain purchase gain of $1,271,615 that was recorded as a component of other income on the consolidated statement of operations. The bargain purchase gain amount represents the excess of the estimated fair value of net assets acquired over the estimated fair value of the consideration transferred to the sellers and their landlords. In accordance with ASC 805, we have estimated the fair value of the net assets acquired as of the acquisition date. As a result of additional information obtained during the measurement period about the facts and circumstances that existed as of the acquisition date, the Company recorded measurement period adjustments of $132,807 which decreased the total bargain purchase gain recognized to $1,138,808. The adjustments were primarily related to additional cure payments subsequent to the acquisition which related to circumstances that existed prior to the acquisition date, and the identification of acquired inventory deemed obsolete as of the acquisition date. See Note 4 – Ample Hills Business Acquisition for further discussion. The purchase price allocation has been finalized as of May 31, 2021, within the measurement period, and no further adjustments will be made.

 

 11 

 

Intangible Assets and Impairment 

 

Indefinite-Lived Intangible Assets

 

The Company’s indefinite-lived assets included tradenames and trademarks for the Company’s Ice Cream Segment. The Company reviews the carrying values of identifiable intangibles annually or whenever events or changes in circumstances indicate that such carrying values may not be recoverable as required by ASC 350, Intangibles — Goodwill and Other. This guidance provides the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If, based on a review of qualitative factors, it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a quantitative analysis. If the carrying value of a reporting unit exceeds its fair value, the Company measures any intangible impairment losses as the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the total amount of the intangible allocated to that reporting unit.

 

Unforeseen events, changes in circumstances, market conditions and material differences in the value of intangible assets due to changes in estimates of future cash flows could negatively affect the fair value of the Company’s assets and result in a non-cash impairment charge. Some factors considered important that could trigger an impairment review include the following: significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of acquired assets or the strategy for its overall business and significant negative industry or economic trends.

 

During the fourth quarter of the year ended May 31, 2021, the Company made an evaluation based on factors such as changes in the Ice Cream Segment’s forecasted financial information, and concluded that a triggering event for an interim impairment analysis had occurred. As part of qualitative assessment, it was determined that the carrying value of the Ample Hills tradename exceeded its estimated fair value. The tradename was valued using the relief-from-royalty method – a variation of the income approach – which was used for the initial valuation of the tradename in connection with the Company’s acquisition of Ample Hills. Due to a reduction in estimated total enterprise value as a result of the change in financial projections, there is no incremental fair value to allocate to the tradename. Therefore, the Company recognized an impairment loss in the amount of $903,422, which equals the total carrying value of the tradename as of the testing date.

 

Finite-Lived Intangible Assets

 

Amortizable intangible assets include purchased technology and patents for the Company’s Measurement Segment and proprietary recipes and the Company’s website for its Ice Cream Segment. These assets are amortized over their estimated useful lives ranging from three to fifteen years. Amortization of intangible assets is recorded in selling, general and administrative expenses in the consolidated statements of operations.

 

The Company reviews finite-lived intangible assets for impairment annually or whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability is determined by comparing the forecasted future net undiscounted 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 such undiscounted 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, which is determined by discounting future projected cash flows.

 

Other Accrued Liabilities

 

Other accrued liabilities were $1,438,907 and $694,590, respectively, as of August 31, 2021 and May 31, 2021. As of August 31, 2021, other accrued liabilities includes $821,341 from the Ice Cream Segment and $617,566 from the Measurement Segment. The Ice Cream Segment includes other accrued liabilities of $815,999 related to general accruals for routine operating expenses and $5,342 related to unearned revenue. The Measurement Segment includes other accrued liabilities of $523,955 related to general accruals for routine operating expenses, $69,846 of accrued SMS royalty expense related to a discontinued product line, and $29,547 for the Company’s warranty reserve and ($5,782) for miscellaneous other accrued liabilities.

 

 12 

 

Advertising

 

Advertising costs included in selling, general and administrative expenses are expensed when the advertising first takes place. Advertising expense was $12,688 and $1,078 for the three months ended August 31, 2021 and August 31, 2020, respectively.

 

Research and Development Costs

 

Research and development costs, predominately internal labor costs and costs of materials, are charged to expense when incurred.

 

Shipping and Handling

 

The Company incurs costs related to shipping and handling of its manufactured products. These costs are expensed as incurred as a component of cost of sales. Shipping and handling charges related to the receipt of raw materials are also incurred, which are recorded as a cost of the related inventory.

 

Warranty Reserve

 

Warranty costs are estimated and charged to operating expense to cover a defined warranty period. The estimated warranty cost is based on the history of warranty claims for each particular product type. For new product types without a warranty history, preliminary estimates are based on historical information for similar product types. The warranty reserve accrual, included in other accrued liabilities, is reviewed periodically and updated based on warranty trends.

 

Stock-Based Compensation/Restricted Stock Units 

 

Stock-based compensation includes expense charges for all stock-based awards to employees and directors granted under the Company's stock option plan. The Company requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options based on estimated fair values.

 

Stock-based compensation recognized during the period is based on the value of the portion of the stock-based award that will vest during the period, adjusted for expected forfeitures. Compensation cost for all stock-based awards is recognized using the straight-line method.

 

Restricted Stock Units

 

Service-based and market-based restricted stock units (“RSUs”) are granted to key employees and members of the Company's Board of Directors. Service-based RSUs generally fully vest on the first anniversary date of the award. Market-based RSUs are contingent on continued service and vest based on the 15-day average closing price of the Company's common stock equal or exceeding certain targets established by the Compensation Committee of the Board of Directors.

 

The lattice model utilizes multiple input variables that determine the probability of satisfying the market conditions stipulated in the award and calculates the fair value of the market-based RSUs. The expected stock price volatility for each grant is based on the historical volatility of the Company's stock for a period equivalent to the derived service period of each grant. The expected dividend yield is based on annual expected dividend payments. The average risk-free interest rate is based on the treasury yield rates as of the date of grant for a period equivalent to the derived service period of each grant. The fair value of each RSU is amortized over the requisite or derived service period, which is up to five years.

 

 13 

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management continues to review the level of the valuation allowance on a quarterly basis. 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. There can be no assurance that the Company’s future operations will produce sufficient earnings to allow for the deferred tax asset to be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets.

 

Each year the Company files income tax returns in the various taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company's financial statements in accordance with ASC Topic 740. The Company applies this guidance by defining criteria that an individual income tax position must meet for any part of the benefit of that position to be recognized in an enterprise's financial statements and provides guidance on measurement, de-recognition, classification, accounting for interest and penalties, accounting in interim periods, disclosure and transition.

 

(Loss) Earnings Per Share

 

Basic (loss) earnings per share is computed using the weighted-average number of common shares outstanding. Diluted (loss) earnings per share is computed using the weighted-average number of common shares outstanding, adjusted for dilutive incremental shares attributed to outstanding options to purchase common stock. Common stock equivalents for stock options are computed using the treasury stock method. In periods in which a net loss is incurred, no common stock equivalents are included since they are antidilutive and as such all stock options outstanding are excluded from the computation of diluted net loss in those periods. There were no potentially dilutive common shares from outstanding stock options for the three months ended August 31, 2021 as a result of the Company’s net loss.

 

Concentration of Credit Risk

 

Financial instruments that potentially expose the Company to concentration of credit risk are trade accounts receivable. Credit terms generally require an invoice to be paid within 30 to 60 days or include a discount of up to 1.5% if the invoice is paid within ten days, with the net amount payable in 30 days. Terms are set for each account depending on the customer's credit standing with the Company.

 

Financial Instruments

 

The carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash and cash equivalents, accounts receivable, accounts payable, the current portion of PPP loans, customer deposits and prepayments) approximates fair value because of their short-term maturities. 

 

NOTE 2 – RESTATEMENT OF PREVIOUSLY ISSUED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

As previously disclosed on Form 8-K filed on September 20, 2022, the Company determined that the Company’s previously issued financial statements for the period ended August 31, 2021 should no longer be relied upon due to errors in such condensed consolidated financial statements related to certain liabilities and expenses incurred that the Company failed to accrue for within the proper reporting periods, resulting primarily in the exclusion of certain general and administrative expenses from the statement of operations in the condensed financial statements.

 

 14 

 

The following errors were identified as part of the restatement:

 

A.The Company discovered expenses and liabilities incurred during the three-month period ended August 31, 2021 that it failed to accrue for properly. The additional expenses are primarily related to unpaid and unrecorded utility charges, professional fees and other operating expenses.

 

B.The Company discovered that it did not properly record approximately $72,000 in leasehold security deposits that it acquired from Ample Hills in the Transactions in fiscal year ended May 31, 2021. The Company determined that the error was immaterial to the prior year and has recorded this transaction in the current period as an out of period adjustment.

 

The following reflects the restatement adjustments recorded in connection with the Company’s restatement of its consolidated financial statements:

 

                             
Balance Sheet  As of August 31, 2021   
   As previously Reported  Adjustment  As Restated  Reference
ASSETS            
Current Assets                  
Cash and cash equivalents  $2,725,643   $   $2,725,643    
Accounts receivable, net   981,421        981,421    
Inventories, net   1,823,337    6,024    1,829,361   A
Prepaid expenses   203,625        203,625    
Other current assets   264,476        264,476    
Income tax receivable   3,676    (2,573)   1,103   A
Total current assets   6,002,178    3,451    6,005,629   A
Leasehold assets   10,131,277        10,131,277    
Property and equipment, net   2,831,052    1,668    2,832,720   A
Property and equipment held for sale, net   174,847        174,847    
Leasehold, utilities, and ERP deposits   513,946    64,835    578,781   A, B
Other assets                  
Intangible assets, net   305,846        305,846    
Total Assets  $19,959,146   $69,954   $20,029,100   A, B
                   
LIABILITIES AND STOCKHOLDERS' EQUITY                  
Current liabilities                  
Accounts payable  $604,219   $(3,745)  $600,474   A
Accrued commissions   49,806    (25,639)   24,167   A
Accrued payroll liabilities   616,168    (22,691)   593,477   A
Accrued liabilities   627,532    (5,464)   622,068   A
Customer deposits and prepayments   143,273        143,273    
Other accrued liabilities   738,650    700,257    1,438,907   A
Current portion of long-term lease liabilities   815,141        815,141    
Current portion of long-term debt   670,517        670,517    
Total current liabilities   4,265,306    642,718    4,908,024   A
Long-term debt   2,800,505        2,800,505    
Long-term leasehold liabilities   10,141,864        10,141,864    
Total liabilities   17,207,675    642,718    17,850,393   A
Total stockholders' equity                  
Common stock, no par value, 20,000,000 shares authorized, 4,218,530 and 3,800,479 shares issued and outstanding at August 31, 2021, respectively   12,250,286        12,250,286    
Accumulated deficit   (9,498,815)   (572,764)   (10,071,579)  A, B
Total stockholders' equity   2,751,471    (572,764)   2,178,707   A, B
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $19,959,146   $69,954  $20,029,100   A, B

 

 15 

 

                             
Statement of Operations  For the three months ended August 31, 2021   
   As previously Reported  Adjustment  As Restated  Reference
Net sales  $3,759,175   $   $3,759,175    
Cost of revenue   1,349,975    119,175    1,469,150   A
Gross profit   2,409,200    (119,175)   2,290,025   A
Operating expenses                 
Selling, general and administrative   4,130,686    519,866    4,650,552   A
Research & development   9,265        9,265    
Total operating expenses   4,139,951    519,866    4,659,817   A
Operating loss   (1,730,751)   (639,041)   (2,369,792)  A
Forgiveness of PPP loans   588,534        588,534    
Interest expense   (11,276)       (11,276)   
Other income, net   112,029    72,127    184,156   B
Loss before income taxes   (1,041,464)   (566,914)   (1,608,378)  A, B
Income tax provision   3,575    5,850    9,425   A
Net loss  $(1,045,039)  $(572,764)  $(1,617,803)  A, B
Net loss   (1,045,039)   (572,764)   (1,617,803)  A, B
Net loss per common share                  
Basic  $(0.28)  $(0.15)  $(0.43)  A, B
Weighted average number of common shares, basic   3,780,439        3,780,439    
Diluted  $(0.28)  $(0.15)  $(0.43)  A, B
Weighted average number of common shares, diluted   3,780,439        3,780,439    

 

 

                             
Statement of Cash Flows  For the three months ended August 31, 2021   
   As previously Reported  Adjustment  As Restated  Reference
Cash flows relating to operating activities                  
 Net loss  $(1,045,039)  $(572,764)  $(1,617,803)  A, B
Adjustments to reconcile net loss to net cash used in operating activities:                 
Forgiveness of PPP Loan   (588,534)       (588,534)   
Depreciation and amortization   149,478        149,478    
Stock-based compensation   26,927        26,927    
Non-cash lease costs   90,018        90,018    
(Increase) decrease in:                
Accounts receivable, net   173,224        173,224    
Inventories, net   (270,027)   (6,024)   (276,051)  A
Prepaid expenses   (5,280)       (5,280)   
Other current assets   (264,476)       (264,476)   
Rent, Utility Deposits, & ERP Deposits   (82,138)   (64,835)   (146,973)  A, B
Increase (decrease) in:                 
Accounts payable   20,469    (3,745)   16,724   A
Accrued liabilities and customer deposits   334,108    646,463    980,571   A
Income taxes payable   14,381    2,573    16,954   A
Net cash used in operating activities  $(1,446,889)  $1,668   $(1,445,221)  A, B
Cash flows relating to investing activities                  
Purchases of property and equipment   (124,634)   (1,668)   (126,302)  A
Net cash used in investing activities  $(124,634)  $(1,668)  $(126,302)  A
Cash flows relating to financing activities                  
Proceeds from Paycheck Protection Program   264,476        264,476    
Net cash provided by financing activities  $264,476   $   $264,476    
Decrease in cash and cash equivalents   (1,307,047)       (1,307,047)   
Cash and cash equivalents, beginning of period   4,032,690        4,032,690    
Cash and cash equivalents, end of period   2,725,643        2,725,643    
Supplemental disclosure of cash flow information                  
Cash paid during the period for income taxes   10,806        10,806    
Cash paid during the period for interest               

 

 16 

 

                             
Segment Information-Ice Cream  For the three months ended August 31, 2021   
   As previously Reported  Adjustment  As Restated  Reference
Revenue, net  $2,955,755   $     $2,955,755    
Gross Margin  $2,009,190   $(73,010)  $1,936,180   A
Gross Margin %   68.0%   (2.5%)   65.5%  A
Operating loss  $(1,215,218)  $(412,871)  $(1,628,089)  A, B
Depreciation expense  $107,892   $     $107,892    
Amortization expense  $5,733   $     $5,733    
Capital expenditures  $124,634   $1,668   $126,302   A
                   

 

                             
Segment Information-Measurement  For the three months ended August 31, 2021  
   As previously Reported  Adjustment  As Restated  
Revenue, net  $803,420   $     $803,420     
Gross Margin  $400,010   $(46,165)  $353,845   A 
Gross Margin %   49.8%   (5.8%)   44.0%  A 
Operating loss  $(515,533)  $(226,170)  $(741,703)  A 
Depreciation expense  $9,707   $     $9,707     
Amortization expense  $26,146   $     $26,146     
Capital expenditures  $     $     $       
                    

 

                             
Segment Information- Assets  As of August 31, 2021   
   As previously Reported  Adjustment  As Restated   
Ice Cream Segment  $9,975,115   $72,527   $10,047,642   A, B
Measurement Segment   1,939,006    (2,573)   1,936,433   A
Corporate assets   8,045,025          8,045,025    
Total Assets  $19,959,146   $69,954   $20,029,100   A, B

 

 

NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

 

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No2019-12: Simplifying the Accounting for Income Taxes (Topic 740). The objective of the standard is to improve areas of GAAP by removing certain exceptions permitted by ASC 740 and clarifying existing guidance to facilitate consistent application. The standard will become effective for the Company beginning on June 1, 2021. The Company adopted ASU 2019-12 effective June 1, 2021 and the adoption did not have an impact on the Company's financial condition or its results of operations.

 

In November 2019, the FASB issued ASU 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Codification Improvements - Share-based Consideration Payable to a Customer.  The objective of the standard is to clarify that an entity must measure and classify share-based payment awards granted to a customer by applying the guidance in Topic 718. ASU 2019-08 is effective for fiscal years beginning after December 15, 2019, including interim reporting periods within those fiscal years. The Company adopted ASU 2019-08 effective June 1, 2020 and the adoption did not have an impact on the Company's financial condition or its results of operations.  

 

NOTE 4 - AMPLE HILLS BUSINESS ACQUISITION

 

As described in Note 1, the Company closed on the Ample Hills acquisition on July 9, 2020. The Company paid the sellers $1,000,000 for assets of Ample Hills. Additionally, the Company paid approximately $700,000 to certain landlords and vendors of the sellers in exchange for the right to assume the associated leases with such landlords and $125,167 in transaction costs.

 

In accordance with ASC 805 - Business Combinations, the Company has recognized the assets and liabilities of Ample Hills at fair value with the excess of such values over the fair value of consideration transferred to the seller presented as a bargain purchase gain recognized on the accompanying consolidated statement of operations during the year ended May 31, 2021. The foregoing amounts reflect our current estimates of fair value as of the July 9, 2020 acquisition date.

 

 17 

 

The following table summarizes the Company's fair value of the assets acquired, and liabilities assumed, as of July 9, 2020, for the Company's acquisition of Ample Hills.

         
Purchase Price   
Cash paid to sellers  $1,000,000 
Cash paid for cure costs   713,404 
Total Purchase Price  $1,713,404 
      
Purchase Price Allocation     
Assets Acquired     
Right-of-use operating lease assets   10,645,098 
Website   25,445 
Tradename and trademarks   903,422 
Proprietary recipes   146,739 
Security deposits   225,180 
Machinery and equipment   564,553 
Leasehold improvements   815,798 
Inventory   632,100 
Total assets acquired  $13,958,335 
      
Liabilities Assumed     
Right-of-use operating lease liabilities   10,645,098 
Deferred tax liability   405,688 
Customer deposits   20,204 
Gift card liabilities   35,133 
Total liabilities assumed  $11,106,123 
Net assets acquired   2,852,212 
Gain on bargain purchase  $1,138,808 

 

As a result of additional information obtained during the measurement period about the facts and circumstances that existed as of the acquisition date, the Company recorded measurement period adjustments which resulted in a reduction in the bargain purchase gain, reducing it to $1,138,808. The adjustments related to additional cure payments made during the prior year, the discovery of obsolete inventory, and the reduction of the deferred tax liability. The bargain purchase gain amount represents the excess of the estimated fair value of the net assets and intangibles, described below, acquired over the estimated fair value of the consideration transferred to the sellers and their landlords. In accordance with ASC 805, the Company estimated the fair value of the net assets acquired as of the acquisition date.

 

Ample Hills was a privately held company that was acquired out of bankruptcy. Management has performed a thorough evaluation of the pre-bankruptcy books and found the records to not be auditable. Therefore, management has engaged a third party consultant to assist in evaluating alternative means by which to provide historic financial data in future periods.

 

For further information see Note 11 – Intangibles Assets, net for further details regarding the results of the Ice Cream segment.

 

NOTE 5 - STOCK OPTIONS AND STOCK-BASED COMPENSATION

 

Stock-based compensation includes expense charges for all stock-based awards to employees and directors granted under the Company's stock option plan. Stock-based compensation recognized during the period is based on the portion of the grant date fair value of the stock-based award that will vest during the period, adjusted for expected forfeitures. Compensation cost for all stock-based awards is recognized using the straight-line method.

 

 18 

 

Stock Options

 

At August 31, 2021, the Company had outstanding stock options to purchase 22,500 shares of Common Stock all of which are vested and exercisable with a weighted-average exercise price of $1.70. As all options outstanding as of August 31, 2021 were fully vested; the Company recorded no expense as additional stock-based compensation expense related to stock options during the quarter ending August 31, 2021.

 

Outstanding Options   Exercisable Options
Number of Shares   Weighted- Average Exercise Price   Weighted-Average Remaining Contractual Life (years)   Number of Shares   Weighted- Average Exercise Price
  22,500     $ 1.70       5.8       22,500     $ 1.70  

 

No stock options were granted, exercised, canceled or expired under the Company's stock-based compensation plans during the three months ended August 31, 2021.

 

Restricted Stock Units

 

Service-based and market-based RSUs are granted to key employees and members of the Company's Board of Directors. Service-based RSUs generally fully vest on the first anniversary date of the award. Market-based RSUs are contingent on continued service and vest based on the 15-day average closing price of the Company's common stock equal or exceeding certain targets established by the Compensation Committee of the Board of Directors. No market-based RSUs were granted in the three months ended August 31, 2021.

 

During the three months ended August 31, 2021, 664 service-based RSUs were granted.

 

RSU activity under the Company's stock-based compensation plans during the three months ended August 31, 2021 is summarized as follows:

   Number of Units  Weighted-Average Price at Grant Date  Aggregate Intrinsic Value
Non-vested RSUs - May 31, 2021   34,237   $4.71   $161,400 
RSUs granted   664   $5.31    3,526 
RSUs vested   (13,977)  $3.81    (53,215)
Non-vested RSUs – August 31, 2021   20,924   $5.34   $111,711 

 

During the three months ended August 31, 2021, total restricted stock-compensation expense recognized was $26,927 and has been recorded as selling, general and administration expense in the condensed consolidated statements of operations. The remaining stock-compensation expense on non-vested RSUs with a time-vesting condition is $17,225.

 

NOTE 6 – WEIGHTED-AVERAGE SHARES AND RECONCILIATION

 

Basic net (loss) income per share is computed using the weighted-average number of shares of common stock outstanding. Diluted net (loss) income per share is computed using the weighted-average number of shares of common stock outstanding, adjusted for dilutive incremental shares attributed to outstanding options to purchase common stock and RSUs vested but not issued. Common stock equivalents for stock options are computed using the treasury stock method. In periods in which a net loss is incurred, no common stock equivalents are included since they are antidilutive and as such all stock options outstanding are excluded from the computation of diluted net loss in those periods.

 

 19 

 

For the three months ended August 31, 2021, potentially dilutive securities consisted of options to purchase 22,500 shares of common stock at $1.70 per share. Of these potentially dilutive securities, all of the shares of common stock underlying the options are excluded from the computation of diluted earnings per share because the Company incurred a net loss. In periods when a net loss is incurred, no common stock equivalents are included in the calculation of diluted net income or loss for the Company since they are antidilutive. As such, all stock options outstanding are excluded from the computation of diluted net income in those periods.

 

Basic weighted-average shares for the three months ended August 31, 2021 and August 31, 2020 were as follows:

   Three Months Ended
August 31,
   2021  2020
Weighted-average shares (basic)   3,780,439    3,763,752 
Effect of dilutive stock options         12,742 
Weighted-average shares (diluted)   3,780,439    3,776,494 

 

NOTE 7 - INCOME TAXES

 

The Company accounts for income taxes using the asset and liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities. Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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 to allow for the deferred tax asset to be fully utilized. The Company currently maintains a full valuation allowance against net deferred tax assets.

 

Each year the Company files income tax returns in the various national, state and local income taxing jurisdictions in which it operates. These tax returns are subject to examination and possible challenge by the taxing authorities. Positions challenged by the taxing authorities may be settled or appealed by the Company. As a result, there is an uncertainty in income taxes recognized in the Company's consolidated financial statements in accordance with ASC Topic 740. The Company applies this guidance by defining criteria that an individual income tax position must meet for any part of the benefit of that position to be recognized in an enterprise's financial statements and provides guidance on measurement, de-recognition, classification, accounting for interest and penalties, accounting in interim periods, disclosure, and transition.

 

As of August 31, 2021 and of May 31, 2021 the Company had no other long-term liabilities related to income tax contingencies. Interest and penalties associated with uncertain tax positions are recognized as components of the "Provision for income taxes." The Company had no liability for payment of interest and penalties as of August 31, 2021 and May 31, 2021.

 

Several tax years are subject to examination by major tax jurisdictions. In the United States, federal tax years ended May 31, 2018 and after are subject to examination.

 

Effective Tax Rate

 

The effective tax rate was (0.6%) and 159.3%, respectively, for the three months ended August 31, 2021 and August 31, 2020. The effective tax rate on consolidated net (loss) income for the three months ended August 31, 2021 and August 31, 2020 differs from the federal statutory tax rate primarily due to changes in the deferred tax asset valuation allowance. For the three months ended August 31, 2020, the tax benefit recorded related to the bargain purchase gain and the impact of certain expenses not being deductible for income tax reporting purposes.

 

NOTE 8 - LEASES

 

On November 22, 2019, the Company entered into a triple-net lease agreement with Tosei, whereby Tosei will lease the Company's building located at 2451 NW 28th Avenue, Portland, OR 97210 for a base monthly fee of $23,282 for a term of 120 months. This lease arrangement been accounted for pursuant to ASU No. 2016-02, "Leases (Topic 842)". The Company presents property revenues as other income.

 

 20 

 

The lessor commercial agreement contains a 10-year term with a renewal option to extend, which will be considered a new, separate contract and will be recognized at the time the option is exercised on a straight-line basis over the renewal period, and early termination options based on established terms specific to the individual agreement. Minimum future lease payments receivable are as follows:

 

    Years Ending May 31,
2022   $ 219,963  
2023     300,666  
2024     309,870  
2025     319,164  
2026     328,740  
Thereafter     1,228,860  
Total undiscounted cash flow   $ 2,707,263  

 

On October 1, 2020, the Company entered into the Humboldt Lease, whereby Humboldt will lease the Company's building located at 2755 NW Nicolai Street, Portland, OR 97210 for a monthly fee of $3,185 for a term of 62 months. This lease arrangement been accounted for pursuant to ASU No. 2016-02, "Leases (Topic 842)". The Company presents property revenues as other income. Minimum future lease payments receivable are as follows: 

 

    Years Ending May 31,
2022   $ 42,189  
2023     57,656  
2024     59,386  
2025     61,167  
2026     31,036  
Thereafter      
Total undiscounted cash flow   $ 251,434  

 

On December 1, 2020 the Company entered into the Second Humboldt Lease, whereby Humboldt will lease a portion of the Company’s building located at 2451 NW 28th Avenue, Portland, OR 97210 for a monthly fee of $4,596 for a lease term of 59 months. Minimum future lease payments receivable are as follows:

 

    Years Ending May 31,
2022   $ 29,428  
2023     40,151  
2024     41,356  
2025     42,597  
2026     14,338  
Thereafter      
Total undiscounted cash flow   $ 167,870  

 

In connection with the July 9, 2020 acquisition of Ample Hills, the Company has multiple real estate leases for its leased stores as well as a manufacturing facility that are recorded as operating leases under various non-cancellable operating leases.

 

To determine whether a contract is or contains a lease, the Company determines at contract inception whether it contains the right to control the use of an identified asset for a period of time in exchange for consideration to the counterparty in the transaction. If the Company determines that the contract provides the right to obtain substantially all of the economic benefit from the use of the leased asset, as well as the right for the Company to direct the asset's use, the Company recognizes a right-of-use asset and liability upon contract inception. The initial carrying value of the operating lease liability is determined by calculating the present value of future lease payments under the contract. The Company considers the future lease payments under the original terms of the contract and also includes explicitly enumerated renewal periods where management is reasonably certain that such renewal options will be exercised. The Company’s operating leases contain varying terms and expire at various dates through 2030. For the three months ended August 31, 2021 and August 31, 2020 lease expenses under fixed term leases amounted to $409,030 and $265,268, respectively

 

 21 

 

Certain of the Company’s operating leases contain variable lease payments, either in part or in total, related to certain performance targets by the Company at the underlying store locations. These variable leases costs are recognized as incurred in accordance with ASC 842 - Leases.

 

The Company's future minimum lease payments required under operating leases that have commenced as of August 31, 2021 were as follows:

   

Years Ending

May 31, 2021

2022   $ 1,122,800  
2023     1,714,502  
2024     1,720,065  
2025     1,694,403  
2026     1,464,115  
Thereafter     5,203,655  
Total lease payments     12,919,540  
Less: imputed interest     (1,962,535)  
Present value of lease payments     10,957,005  
less: current lease obligations     (815,141)  
Long-term lease obligations   $ 10,141,864  

 

In order to calculate the operating lease asset and liability for a lease, ASC 842 - Leases requires that a lessee apply a discount rate equal to the rate implicit in a lease whenever such a rate is readily determinable. The Company's lease agreements do not provide a readily determinable implicit rate, nor is this rate available from our leasing counterparties. Consequently, the Company estimates an incremental borrowing rate to determine the present value of the lease payments. This incremental borrowing rate represents the Company's estimate of an interest rate that the Company would be able to obtain from a lender to borrow, on a collateralized basis, over a similar term to obtain an asset of similar value.

 

Lease term and discount rates were as follows:

    August 31, 2021
Weighted-average remaining lease term (years)     7.14  
Weighted-average discount rate     3.87 %

 

NOTE 9 - CUSTOMER CONCENTRATION

 

The Company had no customers who exceeded 10% of net revenues for the three months ended August 31, 2021. The Company had one customer who accounted for 25.1% of net revenues for the three months ended August 31, 2020.

 

NOTE 10 - SEGMENT INFORMATION

 

As described in Note 4 - Ample Hills Business Acquisition, the Company closed on the acquisition of Ample Hills during the Fiscal 2021. With the acquisition of Ample Hills, the Company now has two reportable business segments, the Ice Cream Segment and the Measurement Segment. The Ice Cream Segment encompasses the activities of Ample Hills and focuses on the wholesale and retail sales of the Company’s ice cream products from 11 separate retail locations in New York, New Jersey and California. The Measurement Segment focuses on laser-based test and measurement systems and ultrasonic products. All of the Company’s operations are conducted within North America.

 

 22 

 

The foregoing information presents the balances and activities of the Measurement Segment for both the three months ended August 31, 2021 and August 31, 2020. For the Ice Cream Segment, the balances and activities for the three months ended August 31, 2021 are included, however, due to the acquisition occurring on July 9, 2020, only a portion of balances and activities are presented for the three months ended August 31, 2020.

 

 Segment Information

 

   Three Months Ended August 31,
  

2021

(As Restated)

  2020
   Ice Cream  Measurement  Ice Cream  Measurement
Revenue, net  $2,955,755   $803,420   $501,420   $1,006,065 
Gross margin  $1,936,180   $353,845   $230,221   $394,222 
Gross margin %   65.5%   44.0%   45.9%   39.2%
Operating loss  $(1,628,089)  $(741,703)  $(962,754)  $(658,938)
Depreciation expense  $107,892   $9,707   $35,326   $20,908 
Amortization expense  $5,733   $26,146   $163,102   $26,145 
Capital expenditures  $126,302   $     $120,663   $12,640 

 

Segment Assets

 

  

August 31,  

2021

(As Restated)

 

May 31, 

2021 

Segment assets to total assets          
Ice Cream Segment  $10,047,642   $10,713,832 
Measurement Segment   1,936,433    2,565,701 
Corporate assets   8,045,025    7,894,397 
Total assets  $20,029,100   $21,173,930 

 

NOTE 11 - INTANGIBLE ASSETS

 

Indefinite-Lived Intangible Assets

 

In connection with the acquisition of Ample Hills on July 9, 2020, the Company acquired tradenames and trademarks related to the Ample Hills business. The Company estimated the fair value of these assets utilizing the relief-from-royalty method. These assets were determined to be indefinite-lived and are not amortized, but instead are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that such carrying values may not be recoverable as required by ASC 350, Intangibles — Goodwill and Other. The Company first performs a qualitative analysis to determine if it is “more likely than not” that an impairment event has occurred. If it is deemed to be more likely than not, then the Company will perform a qualitative analysis to estimate the fair value of the assets based on their discounted future cash flows. Should the carrying value of such assets exceed this fair value estimate, then an impairment charge for the difference will be recognized in earnings. The Company’s annual qualitative impairment analysis indicated that it was more likely than not that the indefinite-lived assets were impaired and, accordingly, a quantitative analysis was performed.

 

During the fourth quarter of the fiscal year ended May 31, 2021, the Company made an evaluation based on factors such as changes in the Ice Cream Segment’s growth rate and recent trends in the Ice Cream Segment’s forecasted financial information, and concluded that a triggering event for an interim impairment analysis had occurred. As part of qualitative assessment, it was determined that the carrying value of the Ample Hills Tradename exceeded its estimated fair value. The Tradename was valued using the relief-from-royalty method – a variation of the income approach – which was used for the initial valuation of the Tradename in connection with the Company’s acquisition of Ample Hills. Due to a reduction in estimated total enterprise value as a result of the change in financial projections, there is no incremental fair value to allocate to the tradename. Therefore, during the fiscal year ended May 31, 2021, the Company recognized an impairment loss in the amount of $903,422, which equals the total carrying value of the Tradename as of the testing date.

 

 23 

 

Finite-lived Intangible Assets

 

 Amortizable intangible assets, include purchased technology and patents for the Company’s Measurement Segment and proprietary recipes and the Company’s website for its Ice Cream Segment. These assets are amortized over their estimated useful lives ranging from three to fifteen years. In total, the weighted-average remaining amortization period of the Company’s intangible assets was 4.61 years as of August 31, 2021.

 

As of August 31, 2021 and May 31, 2021, for the Measurement Segment, the gross carrying value of amortizable intangible assets was $2,085,362, and accumulated amortization was $1,923,905 and $1,897,759 for the three months ended August 31, 2021 and the year ended May 31, 2021, respectively, which includes fully amortized assets. Amortization expense for the Measurement Segment for both of the three month periods ended August 31, 2021 and August 31, 2020 was $26,146. The weighted-average remaining amortization period for Measurement Segment intangible assets was 1.50 years as of August 31, 2021.

 

As of August 31, 2021 and May 31, 2021, for the Ice Cream Segment, the gross carrying value of amortizable intangible assets was $172,184 for both of the three month period ended August 31, 2021 and the year ended May 31, 2020. Accumulated amortization for the three months ended August 31, 2021 and May 31, 2021 was $27,795 and $22,062, respectively. Amortization expense for the Ice Cream Segment for the three months ended August 31, 2021 and 2020 was $5,733 and $4,011, respectively. The weighted-average remaining amortization period for Ice Cream Segment intangible assets was 8.10 years as of August 31, 2021.

 

The following tables present the major components of finite-intangible assets which are subject to amortization as of August 31, 2021 and May 31, 2021:

 

As of August 31, 2021 

Useful

Life

(Years)

 

Gross 

Carrying 

Value 

 

Accumulated

Amortization 

 

Net

Carrying

Value

Finite-lived intangible assets subject to amortization:                    
Measurement Segment                    
Patented technology   15   $1,663,538   $(1,502,081)  $161,457 
Measurement Segment finite-lived assets        1,663,538    (1,502,081)   161,457 
                     
Ice Cream Segment                    
Proprietary recipes   10    146,739    (17,589)   129,150 
Company website   3    25,445    (10,206)   15,239 
        Ice Cream Segment finite-lived intangible assets        172,184    (27,795)   144,389 
Total finite-lived intangible assets       $1,835,722   $(1,529,876)  $305,846 

 

As of May 31, 2021 

Useful

Life 

(Years) 

 

Gross

Carrying 

Value 

 

Accumulated 

Amortization 

 

Net

Carrying 

Value

Finite-lived intangible assets subject to amortization:                    
Measurement Segment                    
Patented technology   15   $1,663,538   $(1,475,935)  $187,603 
Measurement Segment finite-lived assets        1,663,538    (1,475,935)   187,603 
                     
Ice Cream Segment                    
Proprietary recipes   10    146,739    (13,934)   132,805 
Company website   3    25,445    (8,128)   17,317 
        Ice Cream Segment finite-lived intangible assets        172,184    (22,062)   150,122 
Total finite-lived intangible assets       $1,835,722   $(1,497,997)  $337,725 

 

 24 

 

Estimated amortization expense for each of the following years is as follows:

         
Year Ending May 31,
2022     $ 95,637
2023        101,370
2024        15,313
2025       14,621
2026       14,621
Thereafter       64,284
Total expected amortization expense     $ 305,846

 

Finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. Recoverability is determined by comparing the forecasted future net undiscounted 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 such undiscounted 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, which is determined by discounting future projected cash flows.

 

NOTE 12 – LONG-TERM DEBT

 

Paycheck Protection Program Loan

 

On March 21, 2020, the Coronavirus Aid Relief and Economic Security Ace (“CARES ACT”) was enacted. The CARES ACT established the PPP, which funds eligible businesses through federally guaranteed loans. Under the PPP, companies are eligible for forgiveness of principal and accrued interest if the proceeds are used for eligible costs, which include, but are not limited to, payroll, benefits, mortgage, lease, and utility expenses.

 

The Company received three PPP loans during the fiscal year ended May 31, 2021, one of which was forgiven during the three months ended August 31, 2021. The remaining PPP loans are as follows:

 

   Loan Amount  Issuance Date  Maturity Period  Interest Rate
PPP Loans                  
Ample Hills  $1,471,022   July 30, 2020   5 years    1.0%
Ample Hills   2,000,000   April 6, 2021   5 years    1.0%
Total PPP Loan Balance  $3,471,022              

 

The first two loans (one of which was forgiven during the three months ended August 31, 2021 and therefore excluded from the table) were granted on July 30, 2020 (collectively the “First Draw PPP Loan”) under two notes payable. Both notes were issued July 30, 2020 and funds were disbursed on August 3, 2020. The third loan was granted April 6, 2021 (the “Second Draw PPP Loan”) under a note payable. The note payable issued by Ample Hills for the Second Draw PPP Loan was dated April 6, 2021 (the three notes collectively the “Notes”) and funds were disbursed April 6, 2021. The Notes mature five years from the date of issuance and bear interest annually of 1.0%. Interest is accrued monthly, commencing on the date of issuance. Principal and accrued interest are payable monthly through the maturity date, commencing on July 30, 2020 for the First Draw PPP Loan and April 6, 2021 for the Second Draw PPP Loan, unless forgiven as described below. The Notes may be prepaid at any time prior to maturity with no prepayment penalties. As noted above, Loan proceeds may be used only for eligible expenses. The Company has used and intends to use the remaining funds for eligible purposes, including the re-hiring of Ample Hill’s workforce, The Company is currently seeking forgiveness of the balance of the First Draw PPP Loan and intends on seeking forgiveness for the Second Draw PPP Loan.

 

Forgiveness of the Loans is available for principal that is used for the limited purposes that qualify for forgiveness under the requirements of the Small Business Administration (“SBA”), in addition to accrued interest. To obtain forgiveness, the Company must request it, provide documentation in accordance with SBA requirements and certify that the amounts requested to be forgiven qualify under those requirements. There is no guarantee that the remaining Loans will be forgiven by the SBA and therefore, the Company has recorded a $3,471,022 loan payable on the consolidated balance sheet as of the end of August 31, 2021. Of this amount, $670,517 has been recorded as a current liability to reflect the amount due within the twelve months through August 31, 2022.

 

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On August 2, 2021, the Company requested, provided documentation in accordance with SBA requirements and certified the amounts requested to be forgiven qualified under the requirements. On August 28, 2021, the Company received correspondence from Bank of America, which included a Notice of Paycheck Protection Program Forgiveness Payment from SBA for a portion of the First Draw PPP Loan in the amount of $588,534. The Company must retain all records for the PPP loan for six years from the date the loan is forgiven. Additionally, subsequent to receiving the First Draw PPP Loan, the Company repaid $264,476. Bank of America is returning this payment to the Company as a result of the loan being forgiven.

 

As of August 31, 2021 and May 31, 2021, the Company has the following current and long-term liabilities recorded for the PPP loans:

 

   August 31, 2021  May 31, 2021
PPP Loan Balance          
Current  $670,517   $541,691 
Long-term   2,800,505    3,253,389 
Total PPP Loan Balance  $3,471,022   $3,795,080 

 

 NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

In a transaction related to the acquisition of Schmitt Measurement Systems, Inc., formerly TMA Technologies, Inc. ("TMA"), the Company established a royalty pool and vested in each shareholder and debt holder of the acquired company an interest in the royalty pool equal to the amount invested or loaned including interest payable through March 1995. The royalty pool is funded at 5% of net revenues (defined as gross sales less returns, allowances and sales commissions) of the Company's surface measurement products and future derivative products developed by Schmitt Industries, Inc., which utilize these technologies. As part of the royalty pool agreement, each former shareholder and debt holder released TMA from any claims with regards to the acquisition except their rights to future royalties. Royalty expense for the three months ended August 31, 2021 and August 31, 2020 amounted to $7,642 and $12,486, respectively.

 

In the Company’s fiscal year ended May 31, 2020 (“Fiscal 2020”), the Company determined that it was more likely than not that the Company had a pre-existing tax liability related to prior periods. The Company has analyzed the liability and estimated it to be $265,349 and accordingly, the Company recognized estimated liability in operating expenses in Fiscal 2020 and recorded an accrual for the liability. Management has evaluated the exposure related to this matter and believes that the remaining liability is its best estimate as of August 31, 2021. 

 

NOTE 14 - SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q/A, and determined that there have been no events that have occurred that would require adjustments to our disclosures in the condensed consolidated financial statements.

 

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

 

Forward-Looking Statements

 

This Quarterly Report filed with the SEC on Form 10-Q/A (the "Report"), including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this Item 2, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 regarding future events and the future results of Schmitt Industries, Inc. and its consolidated subsidiaries that are based on management's current expectations, estimates, projections and assumptions about the Company's business. Words such as "expects," "anticipates," "intends," "plans," "believes," "sees," "estimates" and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in the risk factors disclosed in our Annual Report on Form 10-K for the year ended May 31, 2021, as well as in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Report as well as those discussed from time to time in the Company's other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions.

 

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Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

 

RESULTS OF OPERATIONS

 

Schmitt Industries, Inc. (the "Company", "Schmitt", "we" or "our") operates a diversified business. The Company reports in two business segments, the Ice Cream Segment and the Measurement Segment.

 

·Ice Cream Segment. Through our wholly owned subsidiary, Ample Hills Acquisition, LLC, the Ice Cream Segment manufactures, wholesales, and retails ice cream and related products through a network of 11 individual retail locations located in New York, New Jersey and California.

 

·Measurement Segment. Through its wholly owned subsidiary Schmitt Measurement Systems, Inc., the Measurement Segment manufactures and sells products in two core product lines, Acuity® and Xact®.

  

-Acuity® sells products, solutions and services that includes laser and white light sensor distance, measurement and dimensional sizing products;

 

-Xact® product line includes ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the Internet of Things ("IoT") environment. The Xact products measure the fill levels of tanks holding propane, diesel and other tank-based liquids and the related monitoring services, which includes transmission of fill data from the tanks via satellite to a secure web site for display.

 

The accompanying unaudited financial information should be read in conjunction with our Annual Report on Form 10-K for Fiscal 2021.

 

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Highlights of the Three Months Ended August 31, 2021 and August 31, 2020

 

   Three Months Ended August 31,  YoY Change
   2021   %  2020  %  $  %
Ice Cream Segment revenues  $2,955,755    78.6%  $501,420    33.3%  $2,454,335    489.5%
Measurement Segment revenues   803,420    21.4%   1,006,065    66.7%   (202,645)   (20.1)%
Total revenue, net   3,759,175    100.0%   1,507,485    100.0%   2,251,690    149.4%
Cost of sales   1,469,150    39.1%   899,841    59.7%   569,309    63.3%
Gross profit   2,290,025    60.9%   607,644    40.3%   1,682,381    276.9%
Selling, general and administrative   4,650,552    123.7%   2,211,883    146.7%   2,438,669    110.3%
Research & development   9,265    0.2%   17,453    1.2%   (8,188)   (46.9)%
Total operating expenses   4,659,817    124.0%   2,229,336    147.9%   2,430,481    109.0%
Operating loss   (2,369,792)   (63.0)%   (1,621,692)   (107.6)%   (748,100)   46.1%
Bargain purchase gain   —      0.0%   1,271,615    84.4%   (1,271,615)   (100.0)%
Forgiveness of PPP loan   588,534    15.7%   —      —  %   588,534    100.0%
Interest expense   (11,276)   (0.3)%   (2,511)   (0.2)%   (8,765)   349.1%
Other income, net   184,156    4.9%   98,580    6.5%   85,576    86.8%
Loss before income taxes   (1,608,378)   (42.8)%   (254,008)   (16.8)%   (1,354,370)   533.2%
Income tax provision (benefit)   9,425    0.3%   (404,667)   (26.8)%   414,092    (102.3)%
Net (loss) income  $(1,617,803)   (43.0)%  $150,659    10.0%  $(1,768,462)   (1,173.8)%

 

·Consolidated revenues increased $2,251,690, or 149.4%, to $3,759,175, for the three months ended August 31, 2021, as compared to $1,507,485 for the three months ended August 31, 2020. The increase was driven by the new Ice Cream Segment acquired on July 9, 2020 which generated revenues of $2,955,755 for the three months ended August 31, 2021, accounting for 78.6% of total revenue for the three month period.

 

·Gross margin increased to 60.9% for the three months ended August 31, 2021, as compared to the three months ended August 31, 2020 of 40.3%. The Company’s gross margin was driven by improved performance in the Ice Cream Segment due to higher factory utilization and production efficiencies, as well as a product mix shift in Measurement Segment.

 

·Operating expenses increased $2,430,481, or 109.0%, to $4,659,817 for the three months ended August 31, 2021, as compared to $2,229,336 for the three months ended August 31, 2020. The increase was primarily due to the inclusion of the Ample Hills business, acquired in July 2020.

 

·Net loss was ($1,617,803), or ($0.43), per fully diluted share, for the three months ended August 31, 2021, as compared to net income of $150,659 or $0.04 per fully diluted share, for the three months ended August 31, 2020. Income generated in the comparative period was the result of the bargain gain and income tax benefit related to the acquisition of Ample Hills.

 

·Capital expenditures for the three months ended August 31, 2021 were $126,302, as compared to $133,303 during the three months ended August 31, 2020. During the three months ended August 31, 2021, an additional $64,551 was invested in the new Ample Hills Prospect Park West retail location that opened May 28, 2021. The remaining $61,751 was the result of expenditures on equipment upgrades at the Company’s Red Hook factory in Brooklyn, New York.

 

Critical Accounting Policies

 

The Company's critical accounting policies are disclosed in its Annual Report on Form 10-K for the year ended May 31, 2021. There have been no changes subsequent to May 31, 2021.

 

Discussion of Operating Results

 

Subsequent to the acquisition of Ample Hills, the Company has two identifiable reportable segments: the Measurement Segment and the Ice Cream Segment. The foregoing information presents the balances and activities of the Measurement Segment and the Ice Cream Segment as of and for the three months ended August 31, 2021.

 

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Consolidated Revenue- Consolidated revenue increased $2,251,690, or 149.4%, to $3,759,175 for the three months ended August 31, 2021, as compared to $1,507,485 for the three months ended August 31, 2020. The decrease in the Measurement Segment was offset by increased revenues in the Ice Cream Segment.  

 

Ice Cream Segment - The Ice Cream Segment encompasses the operations of Ample Hills Acquisition, LLC and focuses on the wholesale and retail sales of ice cream and related products through a network of 11 individual retail locations located in New York, New Jersey and California. 

 

Ice Cream Segment revenue increased $2,454,335, or 489.5%, to $2,955,755 for the three months ended August 31, 2021, as compared to $501,420 for the three months ended August 31, 2020. The increase was primarily due to the inclusion of a partial quarter for the three months ended August 31, 2020, as the acquisition occurred on July 9, 2020. In addition, the Company opened an additional retail location on May 28, 2021.

 

Measurement Segment - The Measurement Segment includes two main product lines: the Acuity product line, which includes laser-based distance measurement and dimensional sizing laser sensors; and the Xact product line, which includes ultrasonic-based remote tank monitoring products and related monitoring revenues for markets in the IoT environment. Substantially all activity of our Measurement Segment is conducted in North America. 

 

Measurement Segment revenue decreased $202,645, or 20.1%, to $803,420 for the three months ended August 31, 2021, as compared to $1,006,065 for the three months ended August 31, 2020. The decrease is primarily driven by a decrease in Acuity and Xact product revenue of $110,223 and $123,076, respectively. The decline was offset by an increase in Xact monitoring revenue of $12,253, or 3.2%.

 

Revenue by product line for the Measurement Segment for the three months ended August 31, 2021 and August 31, 2020, respectively, were as follows: 

 

  

Three Months Ended 

August 31,

  YoY Change
   2021  2020  $  %
Acuity revenue  $256,125   $366,348   $(110,223)   (30.1)%
Xact - product revenue   89,917    212,993    (123,076)   (57.8)%
Xact - monitoring revenue   400,690    388,437    12,253    3.2%
Other   56,688    38,287    18,401    48.1%
Total Measurement Segment revenue  $803,420   $1,006,065   $(202,645)   (20.1)%

 

Gross Margin – Ice Cream Segment gross margin for the three months ended August 31, 2021 increased 19.6% (or 42.7% increase) to 65.5%, as compared to 45.9% for the three months ended August 31, 2020. The Ice Cream Segment’s improved performance was driven by improved factory utilization, yield and a seasonal increase in higher margin retail sales. Measurement Segment gross margin for the three months ended August 31, 2021 increased to 44.0% as compared to 39.2% for the three months ended August 31, 2020. The Measurement Segment’s improved margin was driven by a higher percentage of Xact Monitoring revenue.

 

Operating Expenses – For the three months ended August 31, 2021, operating expenses increased $2,430,481 to $4,659,817, as compared to $2,229,336 for the three months ended August 31, 2020. This is primarily driven by the new Ice Cream Segment, which had operating expenses of $3,123,029 for the three months ended August 31, 2021 and accounted for 67.0% of total operating expenses for the three month period. Results from the Ice Cream Segment are entirely attributable to our Ample Hills business, which was acquired on July 9, 2020.

 

Ice Cream Segment operating expenses increased $2,196,398, or 237.0%, to $3,123,029 for the three months ended August 31, 2021, as compared to $926,631 for the three months ended August 31, 2020.

 

Measurement Segment operating expenses increased $234,083, or 18.0%, to $1,536,788 for the three months ended August 31, 2021, as compared to $1,302,705 for the three months ended August 31, 2020. The operating expense increase was driven by higher corporate administrative costs supporting the Measurement Segment businesses, as well as higher professional fees.

 

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Bargain Purchase Gain - In connection with the acquisition of Ample Hills on July 9, 2020, the Company recognized an initial bargain purchase gain of $1,271,615 that was recorded as a component of other income on the consolidated statement of operations. The bargain purchase gain amount represents the excess of the estimated fair value of net assets acquired over the estimated fair value of the consideration transferred to the sellers and their landlords. In accordance with ASC 805 - Business Combinations (“ASC 805"), we have estimated the fair value of the net assets acquired as of the acquisition date. As a result of additional information obtained during the measurement period about the facts and circumstances that existed as of the acquisition date, the Company recorded measurement period adjustments of $132,807 during the year ended May 31, 2021, which decreased the total bargain purchase gain recognized to $1,138,808. The adjustments were primarily related to additional cure payments subsequent to the acquisition which related to circumstances that existed prior to the acquisition date, and the identification of acquired inventory deemed obsolete as of the acquisition date. See Note 4 – Ample Hills Business Acquisition for further discussion.

 

Subsequent to the measurement period, the Company identified an additional $72,127 of leasehold and utility deposits that were not correctly recorded. As such, the Company has recorded and out of period adjustment related to such deposits with a corresponding increase to other income. The Company has concluded the out-of-period adjustment is not material to any of the Company’s previously issued quarterly or annual financial statements.

 

Other Income - Other income primarily consists of rental income, interest income and other income (expense). Other income was $184,156 for the three months ended August 31, 2021, as compared to $98,580 for the three months ended August 31, 2020.

 

Interest income was $4,049 for the three months ended August 31, 2021, as compared to $4,248 for the three months ended August 31, 2020. Fluctuations in interest income are impacted by the levels of our average cash and investment balances and changes in interest rates.

 

Income Taxes - The effective tax rate for the three months ended August 31, 2021 was (0.1)%, as compared to 159.3% for the three months ended August 31, 2020. The effective tax rate on consolidated net income for the three months ended August 31, 2020 differs from the federal statutory tax rate primarily due to changes in the deferred tax valuation allowance and the impact of certain expenses not being deductible for income tax reporting purposes.

 

Net Loss - Net loss was ($1,617,803), or ($0.43) per fully diluted share, for the three months ended August 31, 2021, compared to net income of $150,659, or $0.04 per fully diluted share, for the three months ended August 31, 2020.

 

COVID-19 Update

 

As of August 31, 2021, all of our manufacturing facilities and retail shops were operational. Throughout the COVID-19 pandemic, the Company has been adhering to mandates and other guidance from local governments and health authorities, including the World Health Organization and the Centers for Disease Control and Prevention. The Company has taken extraordinary measures and invested significantly in practices to protect employees and reduce the risk of spreading the virus, while continuing to operate where permitted and to the extent possible. These actions include additional cleaning of our facilities, staggering crews, incorporating visual cues to reinforce social distancing, providing face coverings and gloves, as well as implementing daily health validation at our manufacturing and office facilities. We expect to continue to incur costs to maintain these precautionary measures for the foreseeable future. The health and safety of our employees and our communities is our highest priority.

 

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LIQUIDITY AND CAPITAL RESOURCES

 

The Company's working capital decreased $1,850,348 to $1,097,605 as of August 31, 2021 as compared to $2,947,953 as of May 31, 2021. 

 

Net cash used in operating activities was $1,445,221 during the three months ended August 31, 2021, as compared to net cash used in operating activities of $836,523 during the three months ended August 31, 2020. The net loss of $1,617,803, an increase in inventories of $276,051, the forgiveness of part of the First Draw PPP Loan received through the Paycheck Protection Program (“PPP”) totaling $588,534, an increase in other current assets of $264,476, and an increase in rent, utility deposits and ERP deposits of $146,973 were the primary drivers of the overall operating cash usage for the three months ended August 31, 2021. These uses of cash were offset by an increase in accrued liabilities and customer deposits of $980,571, a decrease in accounts receivable, net of $173,224, depreciation and amortization of $149,478, non-cash lease costs of $90,018, stock-based compensation of $26,927, an increase in accounts payable of $16,724 and an increase in income taxes payable of $16,954.

 

Net cash used in investing activities was $126,302 for the three months ended August 31, 2021, as compared to net cash used in investing activities of $1,802,180 for the three months ended August 31, 2020. The net cash used in investing activities for the three months ended August 31, 2021 is driven by $126,302 of purchases associated with the new Prospect Park West retail location and factory upgrades. The net cash used in investing activities for the three months ended August 31, 2020 were significantly higher as a result of the acquisition of Ample Hills and associated our costs totaling $1,668,877, in addition to purchases of property and equipment totaling $133,303.

 

Net cash provided by financing activities was $264,476 during the three months ended August 31, 2021, as compared to net cash provided by financing activities of $1,543,447 for the three months ended August 31, 2020. The net cash provided by financing activities for the three months ended August 31, 2021 was primarily due to the forgiveness of part of the First Draw PPP Loan received through the PPP, which resulted in repayments to the Company of $264,476 for a loan payment previously made by the Company on this loan. The net cash provided by financing activities for the three months ended August 31, 2020 was primarily the result of proceeds received by the Company for the First Draw PPP Loan totaling $1,777,964, offset by repurchases of common stock totaling $234,517.

 

Management is seeking to sell the assets held for sale, which would be a source of liquidity for the Company. 

 

We believe that our existing cash and cash equivalents combined with the cash we anticipate generating from operating and financing activities will be sufficient to meet our cash requirements for the foreseeable future. We do not have any significant commitments nor are we aware of any significant events or conditions that are likely to have a material impact on our liquidity or capital resources. As the Company had a significant reduction in its cash and cash equivalents due to planned capital expenditures, the Company may also seek to generate additional cash, whether the Second Draw PPP Loan is forgiven or otherwise. Such efforts could include the sale of previously disclosed real estate efforts or additional financing. Any subsequent equity financing sought may have dilutive effects on our current shareholders. The Company has no agreements or understandings with respect to the foregoing.

 

On August 7, 2021, the Company received The Commitment Letter to Schmitt Industries (“Commitment”) from Michael Zapata, CEO. The Commitment states that SCM or its affiliated entities will provide additional capital as required to Schmitt up to $1,300,000 for the Company’s operations as needed through August 31, 2022. The Company has not requested or used any of the $1,300,000 as of August 31, 2021.

 

On August 2, 2021, the Company requested, provided documentation in accordance with SBA requirements and certified the amounts requested to be forgiven qualified under the requirements. On August 28, 2021, the Company received correspondence from Bank of America, which included a Notice of Paycheck Protection Program Forgiveness Payment from SBA for a portion of the First Draw PPP Loan in the amount of $588,534. The Company must retain all records for the PPP loan for six years from the date the loan is forgiven. Additionally, subsequent to receiving the First Draw PPP Loan in fiscal 2021, the Company repaid $264,476. Bank of America is returning this payment to the Company as a result of the loan being forgiven. The Company has recorded this amount in prepaid expenses and other current assets on the consolidated balance sheet.

 

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Going Concern

 

In connection with preparing the condensed consolidated financial statements for the three months ended August 31, 2021, management evaluated whether there were conditions and events, considered in the aggregate, that raised substantial doubt about the Company’s ability to continue as a going concern within one year from the date the financial statements are issued. In making this assessment we performed a comprehensive analysis of our current circumstances including our financial position and cash usage forecasts. The analysis used to determine the Company’s ability as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next 12 months. The Company has incurred significant losses and has not demonstrated sufficient revenues to achieve profitable operations on a consolidated basis. In addition, the Company will continue to generate losses from operations for at least one year and will require additional financing until the operations achieve profitability. These factors could create substantial doubt as to the Company’s ability to continue as a going concern for at least one year after the date our unaudited condensed consolidated financial statements are issued. However, management expects that our existing cash and cash equivalents, planned sale of real estate assets, and potential additional equity financing, will be sufficient to fund our anticipated level of operations through at least October 2022 and alleviates substantial doubt about the Company’s ability to continue as a going concern.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

There have been no material changes from the information previously reported under Item 7A of our Annual Report on Form 10-K for the year ended May 31, 2021.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives, and management necessarily is required to use its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

 

An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e). Based on that evaluation, the CEO and CFO have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were not effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

 

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended May 31, 2021, management had concluded that there was a material weakness in internal control over financial reporting due to deficiencies in the design and operation of internal controls over segregation of duties; and ineffective management review over accounting reconciliations for stock-based compensation, accounts receivable, accounts payable, inventory, accrued liabilities, sales taxes, expense classification, depreciation of property and equipment, net and earnings per share. We are in the process of remediating the material weakness as of the end of the period covered by this Quarterly Report on Form 10-Q/A.

 

In addition to the previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended May 31, 2021, management identified errors related to the accounting treatment of certain general and administrative expenses that were excluded from the statement of operations, as well as the improper recognition of certain deposits acquired in connection with the acquisition of Ample Hills that, when considered in the aggregate, required a restatement of the unaudited consolidated financial statements as of and for the three months ended August 31, 2021. Refer to Note 2 of “Restatement Of Previously Issued Condensed Consolidated Financials Statements” for further discussion surrounding the restatement.

 

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A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis. As a result of the material weakness, our CEO and CFO have concluded that, as of August 31, 2021, the end of the period covered by this report, our disclosure controls and procedures were not effective at a reasonable assurance level.

 

Remediation of Material Weaknesses

 

Management has developed a remediation plan in response to the material weakness identified. Management has leveraged additional accounting resources, both internal and external, to strengthen the financial close and reporting process so as to more effectively detect such misstatements in a more timely fashion. Additional accounting resources include the Company’s announcement of the appointment of Philip Bosco as Chief Financial Officer on November 6, 2020, effective December 1, 2020. In addition, a consulting firm has been engaged to assist with the development and implementation of our internal controls remediation plan.

 

The remediation plan includes both management’s assessment and recommendations from independent accounting advisors used in the review process.  This remediation plan is intended to address the identified material weaknesses and enhance our overall control environment. 

 

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to SEC rules adopted in conformity with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.

 

Notwithstanding the identified material weaknesses, management believes that the consolidated financial statements included in this Quarterly Report on Form 10-Q/A present fairly, in all material respects, our financial position, results of operations, and cash flows as of and for the periods presented in accordance with U.S. GAAP.

 

Changes in Internal Control Over Financial Reporting

 

In the fiscal year ending May 31, 2021, the Company acquired the Ample Hills business. As of August 31, 2021, management has expanded the head count in the accounting and finance department and is in the process of integrating this new business line into the Company's overall internal control environment. Further, management has performed a thorough review of processes and procedures to ensure appropriate segregation of duties are in place to improve the internal control environment. Management anticipates completing these integration efforts by the end of the fiscal year ending May 31, 2022.

 

During the year ended May 31, 2021, the Company identified an error in its recording of market-based stock compensation, and recorded an adjustment to the consolidated balance sheet as of May 31, 2021, the consolidated statement of operations and comprehensive (loss) income and the consolidated statement of changes in stockholders equity for the periods then ended.

 

Other than the material weaknesses discussed above, including those described in the Remediation of Material Weakness section above, there has been no change in the Company's internal control over financial reporting that occurred during the Company's quarter ended August 31, 2021 that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

 

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Part II - OTHER INFORMATION

 

None.

 

 Item 1A. Risk Factors

 

There have been no material changes, other than as described below, from the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2021. In addition, please refer to the risk factors disclosed in Part I, Item 1A of our Annual Report on From 10-K for the fiscal year ended May 31, 2021 and the disclosure relating to material weaknesses due to deficiencies in the design of internal controls under  Item 4 - Controls and Procedures of this Form 10-Q/A for the three months ended August 31, 2021, for a listing of factors that could cause actual results or events to differ materially from those contained in any forward-looking statements made by or on behalf of the Company.

 

We have identified material weaknesses in our internal control over financial reporting which have resulted in and

 

could, if not remediated, result in material misstatements in our financial statements.

 

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. As disclosed in the Company’s Form 10-K for the fiscal year ended May 31, 2021 and this Form 10-Q/A, management identified material weaknesses in our internal control over financial reporting related to the applicable financial reporting cycles.

 

A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of our material weaknesses, management concluded that our internal control over financial reporting was not effective. We are actively engaged in a remediation plan designed to address these material weaknesses. Management intends to leverage additional accounting resources, both internal and external, to strengthen the financial close and reporting process so as to more effectively detect such misstatements in a more timely fashion. The remediation plan includes both management’s assessment and recommendations from independent accounting advisors used in the review process. This remediation plan is intended to address the identified material weaknesses and enhance our overall control environment.

 

Material weaknesses in our internal control over financial reporting have required us to restate our financial results and if our remedial measures are insufficient to address the material weaknesses, or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results. We can give no assurance that the measures we have taken and plan to take in the future will remediate the material weakness identified or that any additional material weaknesses or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. In addition, even if we are successful in strengthening our controls and procedures, in the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair presentation of our financial statements.

 

We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

 

The Company has disclosed its intention to restate its unaudited condensed financial statements for the fiscal periods beginning August 31, 2021 through February 28, 2022. As a result of material weaknesses that we have identified in our internal control over financial reporting, the restatement, the adjustments relating to certain liabilities and expenses incurred that the Company failed to accrue for within the proper reporting periods, and other matters raised or that may in the future be raised by the SEC or others, we may be subject to potential litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in our internal control over financial reporting and the preparation of our financial statements. We can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition.

  

 34 

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits

 

Exhibit Description
   
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.
   
101.INS XBRL Instance Document.
   
101.SCH XBRL Taxonomy Extension Schema Document.
   
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
   
101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

 

 35 

  

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: October 12, 2022   /s/ Philip Bosco
    Philip Bosco, Chief Financial Officer
       

 

36 

  

EXHIBIT 31.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Michael R. Zapata, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Schmitt Industries, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: October 12, 2022  

/s/ Michael R. Zapata

      Michael R. Zapata, Chairman and Chief Executive Officer

  

EXHIBIT 31.2

 

CERTIFICATION PURSUANT TO  

18 U.S.C. SECTION 1350, 

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Philip Bosco, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q/A of Schmitt Industries, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

 

Date: October 12, 2022   /s/ Philip Bosco
      Philip Bosco, Chief Financial Officer and Treasurer

  

Exhibit 32.1

 

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Schmitt Industries, Inc. (the "Company") on Form 10-Q/A for the fiscal quarter ended August 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Michael R. Zapata and Philip Bosco, President and Chief Executive Officer and Chief Financial Officer and Treasurer, respectively, of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Michael R. Zapata

 
Michael R. Zapata  
Chairman and Chief Executive Officer  
October 12, 2022  
   

/s/ Philip Bosco

 
Philip Bosco  
Chief Financial Officer and Treasurer  
October 12, 2022