UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K





(Mark One)



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended: May 31, 2011

or



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

For the transition period from             to

Commission File Number: 000-23996





SCHMITT INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)





|                                                               |  |                                    
|-------------------------------------------------------------- |  | -----------------------------------
|Oregon                                                         |  | 93-1151989                         
|(State or other jurisdiction of
incorporation or organization) |  | (IRS EmployerIdentification 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 pursuant to Section 12(b) of the Act:



|                          |  |                                          
|------------------------- |  | -----------------------------------------
|Title of each class       |  | Name of each exchange on which registered
|Common Stockno par value |  | The NASDAQ Stock Market LLC              





Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.     Yes   ̈     No  x

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Exchange Act.     Yes   ̈     No  x

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  x     No   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its Corporate Website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).     Yes  
 ̈     No   ̈

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.      ̈

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



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).

Yes   ̈    No  x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of November 30, 2010, the last
business day of the registrant's most recently completed second fiscal quarter, was approximately $5,876,000 based upon the closing price of $2.78 reported for such date on the NASDAQ Capital Market. For purposes of this disclosure, shares of Common
Stock held by persons who hold more than 10% of the outstanding shares of Common Stock and shares held by officers and directors of the registrant, have been excluded because such persons may be deemed to be affiliates. This determination is not
necessarily conclusive for other purposes.

As of July 29, 2011, the registrant had 2,895,635 outstanding shares of Common
Stock.

Documents Incorporated by Reference

Portions of the registrants definitive Proxy Statement for its 2011 Annual Meeting of Shareholders are incorporated by reference into Part III hereof.









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PART I



|Item 1. | Business
|------- | --------

Forward-Looking Statements

This Annual Report on Form 10-K (the Report), including Managements Discussion and Analysis of
Financial Condition and Results of Operations in Item 7, 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 (the Company) 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 section in Item 1A, Managements Discussion and Analysis of Financial Condition and Results of
Operations in Item 7 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. 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.

Introduction

Schmitt Industries, Inc. (the Company), an Oregon corporation incorporated in 1995, designs, manufactures and markets computer-controlled
vibration detection and balancing equipment (the Balancer Segment) primarily to the machine tool industry. The predecessor to the Company was originally organized in 1984 under the laws of the Province of British Columbia. Through a statutory
procedure in 1995, the Company ceased to be domiciled in British Columbia and became an Oregon corporation. Through its wholly owned subsidiary, Schmitt Measurement Systems, Inc. (SMS), an Oregon corporation, the Company designs, manufactures and
markets precision laser-based surface measurement products for a wide variety of commercial applications in addition to the disk drive, silicon wafer and optics industries; laser-based distance measurement products for a wide variety of industrial
applications; and ultrasonic measurement products that accurately measure the fill levels of liquefied propane tanks and transmit that data via satellite to a secure web site (the Measurement Segment). The Company also sells and markets its products
in Europe through its wholly owned subsidiary, Schmitt Europe Ltd. (SEL), located in the United Kingdom. The Companys executive offices are located at 2765 N.W. Nicolai Street, Portland, Oregon 97210, and its telephone number is
(503) 227-7908.

SBS, SMS, Acuity, Xact and Lasercheck are
registered trademarks owned by the Company.

Balancer Segment

The Companys principal product line is the Schmitt Dynamic Balance System (the SBS System), consisting of a computerized control
unit, vibration sensor, spindle-mounting adapter, and balance head. It is designed as an economical yet highly accurate permanent installation on grinding machines. SBS products can detect and correct for vibration as small as 0.02 microns. The
Company acquired its original balancing equipment technology pursuant to a series of agreements from 1987 through 1991, substantially enhancing and advancing the patented technology since that time. Since inception of the product line, the targeted
customer base has been manufacturers and operators of grinding machines for a variety of industries such as automotive, aerospace, medical and machine tools, where operating tolerances on manufactured parts are exceedingly precise.



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The SBS System is fully automated, eliminating the need to pre-balance such devices as
grinding wheels. This reduces machine setup time and ensures a smoother and more efficient operation. Operating on a principle of mass compensation for wheel imbalance, the balance head contains two movable eccentric weights, each driven by electric
motors through a precision gear train. These weights are repositioned to offset any imbalance in a grinding wheel or other application. Imbalance or vibration is picked up by the sensor that feeds a signal to a controller which filters the signal by
revolutions per minute. The controller then automatically drives the balance head weights in a direction that reduces the amplitude of the vibration signal. The balance cycle is complete when the weights are positioned to achieve the lowest
vibration level.

The SBS System also includes an optional Acoustical Emission Monitoring System (AEMS), which uses
proprietary acoustic sensor technology to monitor the very high frequency signals generated on the grinding machine during key events in the grinding process. The AEMS system allows rapid, automatic grinding wheel in-feed, right up to the point of
initial contact with a new part loaded in the machine. The system can automatically detect the initial contact and very quickly report this event to the machine control, stopping the wheel in-feed without operator intervention. Part crash occurs
when a part or fixture is incorrectly loaded into a grinding machine or some abnormal condition occurs. Rapid in-feed of the wheel may then result in a dangerous or expensive crash. The AEMS system allows the CNC control to monitor the acoustic
levels on the machine and detect any unexpected contact when it happens. The system then reports that abnormal contact and instructs the CNC program to stop the grinding process, usually within one millisecond.

Notable features of the SBS System include its ability to fit almost all grinding machines, ease of installation, compact and modular
construction, ability to balance a wheel while on a machine, virtual elimination of wheel vibration, automatic monitoring of balancing, display in both English and metric systems, instrument grade calibration, short balance process, measurement of
both displacement and/or velocity and minimal operator maintenance.

Benefits of using the SBS system include improved quality
of finished parts, elimination of grinding gap time in the grind cycle resulting in increased efficiency and part throughput, ease of product adaptation, monitoring and correction of part crash, minimal downtime, complete and ready installation,
elimination of static balancing, longer life of the grinding wheel, diamond dressings and spindle bearings, the ability to balance within 0.02 microns and its adaptability to all types of machines.

Precision grinding is necessary in major manufacturing areas including the automotive industry (camshafts, crankshafts, valves), bearings
(roller and tapered types), ceramics (precision shaping), electric motors (shafts), pumps (shafts and turbines), aircraft (engine parts), and general manufacturing. Precision grinding has an established worldwide presence in all industrialized
countries and is expanding as a method of material removal and processing. Within the Companys customer base for the SBS System, there are three major market segments:

Machine Tool BuildersThese companies design and manufacture a variety of cylindrical, surface and specialty application grinding machines. SBS Systems are distributed to a variety of
markets throughout the world through machine tool original equipment manufacturers (OEMs), who incorporate the SBS System into their products.

Examples of some well-known worldwide machine tool builders who have offered and/or installed the SBS System include Shanghai Machine Tool Works (China), ANCA (Australia), Capco Machinery (U.S.),
Ecotech/SMTW (China/U.S.), Erwin Junker (U.S.), Shaanxi Qinchuan Machinery Development Co. (China), Cinetic Landis Grinding (U.S.), Koyo Machinery (US, Japan), Micron Machinery Limited (Japan/U.S.), USACH Technologies, Tschudin (U.S.) and Weldon
Machine Tool (U.S.). The Company currently sells its products directly to major machine builders throughout the world.

Machine Tool RebuildersThese customers, found in most, if not all, industrialized nations, develop their business by
offering to completely update and refurbish older grinding machines. These rebuilders typically tear the old machine apart and install new components, such as the SBS System. The Company currently sells its products directly to major machine
rebuilders throughout the world.



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Grinding Machine UsersThese end users become aware of the SBS System
through trade shows, trade magazine advertising, distributors, field representatives, referrals and new machine suppliers. The Companys business is conducted worldwide with some better known customers including: Black & Decker, Briggs
and Stratton, Caterpillar, Eaton, Emerson Power Transmission, Cummins Engine, Ford Motor Company, General Electric, General Motors, Ingersoll Rand, Komatsu, Sumitomo Heavy Industries, SKF Bearing Industries, Timken, TRW Automotive Components and
Universal Bearing.

For the years ended May 31, 2011, May 31, 2010 and May 31, 2009 (Fiscal 2011, 2010 and
2009), net sales of the Companys balancing products totaled $ 8.0 million, $4.7 million and $7.0 million, respectively. Net sales of balancing products accounted for 70%, 69% and 73% of the Companys total sales in Fiscal 2011, 2010
and 2009, respectively. See Note 6 to Consolidated Financial Statements.

Competition

Management believes the SBS System is one of only a few fully automatic balancing systems marketed in the world. Most competitive products
require special setup and training or calibration to the specific machine. The Company believes the SBS System is currently one of the few products that can fit all machines with wheel sizes from 6 to 48 inches in diameter and spindle speeds of
500 through 12,500 rpm.

Competitive products come from European companies located in Switzerland, Germany, Spain and Italy.
These competitors produce electromechanical and water balancers similar to the SBS System. The Company considers these companies, with their established European base, to be the major competitors. Competitors include Marposs S.p.A., Dittel
Messtechnik GmbH, MPM Micro Prazision Marx GmbH and Balance Systems S.r.l.

Water balancers (hydrokompensers) are an older
European design still on the market that can be supplied by the Company when specifically requested by users. They require plumbing and water chambers to be machined into the wheel hub. To install these systems, the grinding machines must be
disassembled and parts remachined or replaced within the spindle assembly. The water system is "tuned" or "calibrated" to the machine by a factory service technician and are suitable for mid and high speed spindle environments.

Pricing of the SBS system is intended to maintain the status of the SBS system as the premier product in the industry, offering best
quality, reliability and performance and superior economic value.

Measurement Segment

Within the Measurement segment, the Company designs, manufactures and markets several laser-based precision test and measurement product
lines and an ultrasonic product for measuring the fill levels of liquid propane tanks and operates a precision laser light scatter measurement laboratory.

There are five specific product lines: laser-based surface roughness measurement, laser-based distance measurement and dimensional sizing, remote tank monitoring, laser light-scatter surface measurement
and a laser light-scatter measurement laboratory.

Surface Roughness Measurement Products

These products use a patented laser light-scatter technology to perform rapid, accurate, repeatable, non-destructive and non-contact
surface measurement tests that quantify surface micro-roughness. The technology is extremely precise, measuring surface roughness at the molecular (sub-Angstrom) level. Products are sold to manufacturers of hard disk drives, silicon wafers and
optical products and industries with fabrication processes that require precise and reliable measurements.





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Computer hard disk drives require exact manufacturing control and a narrow tolerance band
for acceptable roughness, with surface roughness outside that narrow band resulting in a reduction in data density or storage capacity. The Companys technology simultaneously measures disk surface roughness in two directions, radially, when
the read/write head is moving to another disk sector, and circumferentially, when the read/write head is processing information on the disk. The two separate roughness levels are required for proper head operation. The Company believes the precise
measurement methods provided by its products are not possible through any other cost effective measurement means.

The
following two products meet the challenges of disk drive manufacturers:



| |  |  | The TMS-2000-RC (Texture Measurement System) product is an accurate non-contact texture measurement system. The product (used on aluminum substrates)
is currently used worldwide by most major disk drive manufacturers, providing fast, accurate and repeatable microroughness measurements while quadrupling production throughput when compared to other testing devices. Surface roughness can be measured
to levels below 0.5 Angstroms (the point of a needle is one million Angstroms in diameter).
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The TMS-2000-DUV-RC product measures the surface microroughness of ceramic/glass rather than aluminum substrates. Manufacturers require the technology
and products to measure surface roughness of these ceramic/glass substrates to the same exact levels as those that measure aluminum. The Deep Ultra-violet light (DUV) technology and product use the patented light scatter technology to measure the
surface roughness of glass substrates to levels less than 0.5 Angstroms.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Customers include Hitachi/IBM,
Seagate Substrates, Western Digital and Komag, Inc.

The Company offers two products devoted to the silicon wafer industry, the
TMS-2000W-RC and TMS-3000W-RC. Both products provide fast, accurate, repeatable measurements for manufacturers of silicon wafers, computer chips and memory devices. This industry demands manufacturing precision to increase performance and capacity
and these products help achieve those goals. Silicon wafers are carefully cut and polished to provide the base upon which a computer or memory chip is produced. Therefore, chip manufacturing is extremely dependent on the beginning surface roughness
of the wafer. Since all silicon wafers exhibit a microscopic level of surface roughness, stemming from production techniques such as chemical deposition, grinding, polishing and etching, some method of measuring these surface characteristics is
required. The Companys wafer measurement products provide a way for customers in this industry to quantify and control their manufacturing process. The system provides measurements to less than 0.5 Angstroms, a level unachievable by competing
devices.

The Company also offers the Lasercheck line of surface measurement gauges. Lasercheck is a unique laser-based
non-contact roughness gauge incorporating patented laser light-scatter technology that can make precise repeatable surface roughness measurements in the 0.01 to 10 micron (0.40 to 400 micro inches) range. Lasercheck provides high-speed in-process
measurements in a fraction of a second and is optimized for surface measurements of ground, sanded, polished, hone, super-finished and shot-blasted surfaces. The Lasercheck line of surface measurements gauges is a complementary fit to the TMS
surface measurement products for ultra-smooth (sub-Angstrom) surfaces, such as silicon wafers and hard disk drives.

Distance
Measurement and Dimensional Sizing Products

These laser-based products, utilizing both triangulation and
time-of-flight methods of measurement, are used in a wide range of industrial applications including manufacturing, lumber production, steel casting, glass and paper production, medical imaging, crane control and micron-level part and surface
inspection and are sold under the Acuity brand. Presently, there are nine product lines offered under the Acuity brand: The AccuRange (AR) 1000, AR3000 and AR4000 distance measurement sensors, the AR4000 Line Scanner and the AR700 and AR200 series
of triangulating laser displacement sensors, the AR CCS Prima, and the AccuProfile (AP) 620 and Q4 laser line scanners.



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The AR1000 and AR3000 distance measurement lasers utilize pulsed time of flight measurement
principles to accurately measure distances of up to 30 meters (up to 300 meters with retro-reflective tape) with the AR1000 and up to 300 meters (3000 meters with retro-reflective tape) with the AR3000. Both products are highly versatile, being able
to measure distances both indoors and outdoors. Applications include load confirmation, alignment, lumber positioning, crane monitoring, fill level measurement, velocity measurement and laser altimeter.

The AR4000 optical distance measurement sensor is used for most diffuse reflective surfaces, but is ideally suited to level and position
measurement, machine vision, autonomous vehicle navigation and 3D imaging applications. It operates by emitting a collimated laser beam that is reflected from the target surface and collected by a sensor. The sensor is suitable for a wide variety of
distance measurement applications that demand high accuracy and fast response times. Notable features include the operating range for most surfaces (zero to fifty-two feet), fast response time (50 kHz maximum sample rate), compact and lightweight
power design and has a tightly collimated output beam for small spot size. There are three output beam configurations available: visible infrared, eye safe infrared and reflective tape targets.

The AR4000 Line Scanner is used with the AR4000 to scan and collect distance data over a full circle. The scanner consists of a balanced,
rotating mirror and motor with position encoder and mounting hardware for use with the AR4000. The scanner deflects the beam 90 degrees, sweeping it through a full circle as it rotates. The product can scan at rates of up to 2600 lines per minute,
sweeps the laser beam through a full 360 degrees and is both compact and lightweight.

The AR700 is a triangulation laser
displacement sensor that provides superior performance in terms of accuracy, repeatability, and sample speed. The AR700 boasts output speeds up to 9400 Hz and resolutions as low as one sixth of a micrometer. The laser will output 9400 distance
readings in a single second. The unit is also very compact, measuring approximately 80% smaller than its predecessor, the AR600. Model variations permit applications up to 50 inches in range. Applications include high speed road profiling, product
dimensional or thickness measurement, rubber thickness measurement, lumber or plywood thickness measurement, carton dimensioning and product positioning.

The AR200 line is the Companys most compact series of triangulating laser displacement sensors. Four models cover metric measurement ranges from 6 to 50 millimeters. All models boast a 1/500
accuracy rating for measurements within twelve microns. The AR200 sensor is the only sensor of its kind to feature pushbutton selection of output signals. All models are standard with analog, limit switch and serial outputs. The AR200 sensors, much
like the longer-range AR700 sensors, project a beam of visible laser light that creates a spot on the target surface. Reflected light from the surface is viewed from an angle by a line scan camera and the target's distance is computed from the image
pixel data. The AR200-6M, -12M, -25M and -50M have ranges in millimeters that match their model number. The AR200 displacement sensor cannot be overloaded and measures accurately even when a mirror reflects the entire light beam back to the
detector.

The AR CCS Prima white light confocal displacement sensor is the most precise measurement system from Acuity. Using
a novel optical principle of measuring the reflected lights component wavelengths, these confocal sensors measure distance and position to within tens of nanometers. These compact probes can measure to opaque, shiny or even transparent
surfaces. Unlike the other Acuity distance sensors, the Prima Confocal systems are comprised of an optical measurement pen and a separate controller. This controller houses all of the electronics, light source, etc. Only emitted white
light and reflected signals are passed between the pen and the controller via a thin fiber-optic transmission cable. The Confocal-Chromatic Sensors (CCS) are offered in a variety of measurement ranges and standoff distances, each with a
corresponding resolution. The shortest-range models resolve to 5 nanometers of height change.

The AccuProfile 620
Profile Measuring Sensor is Acuitys short-range laser scanner for industrial contour and shape measuring applications. These laser profile scanners quickly and accurately generate 2D profile scans of objects, surfaces or scenes using
high-speed digital CMOS detectors and a tuned laser line generator.



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Individual profiles may be collected to create a 3D point cloud of that object. The laser profile sensor is the equivalent of using 1024 closely-spaced, single-point laser sensors to measure
across a surface. Acuity has several AP620 sensors with varying ranges (Z axis) and Fields of View (x axis). In addition to measuring profiles and shapes, the line sensor is frequently used for measuring dimensions for radius, diameter, height,
width, etc. This profile measuring instrument is fast, sampling up to 250 line scans per second. The profile data is transmitted directly from the sensor head via Ethernet to a host computer. No special controller is required to operate the device.

The AccuProfile Q4 is a two dimensional laser scanner that measures surface height profiles by projecting a beam of
visible laser light that creates a line on a targeted surface. The Q4 is a highly accurate sensor for industrial surface dimensional and measurement applications. The scanner quickly and accurately generates low-noise 2D or 3D profile scans of
objects, surfaces or scenes. The sensor automatically adjusts laser power and detector exposure to compensate for varying surface conditions. Typical scanner applications include weld gap tracking and weld bead profiling, positional control of
objects and surfaces, tire profiling, wheel profiling, surface profiling, 3D profile generation and dimensional measurement.

Remote
Tank Monitoring Products

The Companys product line for this new market is called Xact.The Xact
product utilizes ultrasonic technology to detect and measure the capacity and volume of liquid propane tanks. Each sensor, which is affixed to the exterior underside of each tank, produces a small electrical pulse, or a ping, through the
tanks steel shell, which is reflected off the bottom surface of the liquid stored in the tank in the form of an echo that is detected. The time of flight between the ping and the echo is then calculated to determine, based upon
additional data regarding tank size and shape, the volume of liquid the tank contains. This information is then remotely transmitted via a satellite transceiver that is affixed to the top of the tank to a secure website on the internet, processed
using proprietary software and displayed on that website. Each tank can be remotely monitored simultaneously anywhere in the world. The user has the ability to schedule when each tank is to be measured simply by adjusting the settings for each tank.

Laser Light-Scatter Surface Measurement Products

The Companys CASI Scatterometers are sold to companies and institutions involved in scientific research and development. The CASI Scatterometer uses visible, ultraviolet or infrared laser light as a
nondestructive probe to measure surface quality, optical performance, smoothness, appearance, defects and contamination on a wide variety of materials. These products are scientific measurement instruments providing customers with molecular-level
precision in roughness measurement of optical surfaces, diffuse materials, semiconductor wafers, magnetic storage media and precision-machined surfaces, as well as surfaces affecting the cosmetic appearance of consumer products.

The MicroScan system is a portable device consisting of a hand-held control unit, an interchangeable measurement head and a separate
charging unit. To perform a measurement, the operator places the measurement head on the objective area and presses a button. Each measurement takes less than five seconds with results displayed and stored in system memory. The MicroScan can store
700 measurements in 255 files and provides the capability to program pass/fail criteria. Software is available for control, analysis and file conversion. From a single measurement, a user can determine RMS surface roughness, reflectance and scatter
light levels (BRDF) on flat or curved surfaces under any lighting conditions.

Light-Scatter Measurement Laboratory

The Company provides a highly advanced measurement services laboratory, using CASI Scatterometers, to a wide variety of industrial and
commercial businesses that require precise measurements only advanced laser light scatter technology can provide. The value of the laboratory is not only its extremely precise measurement



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capability but also the test item is not altered, touched or destroyed. Thus, the laboratory is widely used by manufacturers of critical optical components in aerospace and defense systems and
other industrial companies, universities and government agencies.

In Fiscal 2011, 2010 and 2009, net sales of Measurement
products totaled $3.5 million, $2.1 million and $2.5 million, respectively, and accounted for 30%, 31% and 27% of the Companys total sales in Fiscal 2011, 2010 and 2009, respectively. See Note 6 to Consolidated Financial Statements.

Competition

Management believes our TMS and Lasercheck surface measurement products are one of only a few systems that provide fast, accurate, repeatable microroughness measurements for a wide variety of commercial
customers including computer hard disk and silicon wafer manufacturers. The Company believes its surface measurement products are currently the only systems that can provide measurements as low as a few hundredths of an angstrom (Å-a unit of
measure equal to 1 hundred-millionth of a centimeter) with reproducibility +/- 0.2Å or 1% and repeatability of +/-0.1Å. There are differences between our surface measurement products and other optical techniques (which include
profilometers, scanning tunneling microscopes, atomic force microscopes or interferometers). These other technologies require the intervention of a skilled operator and perform measurements relatively slowly, whereas our surface measurement products
are much simpler and, consequently, can make measurements more rapidly while still maintaining excellent repeatability and accuracy. Stylus profilometers are simpler devices that require less skilled operators. However, measurements must be
conducted under vibration isolation conditions, and large areas require numerous scans; thus, stylus profilometers are generally destructive to soft materials such as most coated optics.

The market for distance measurement and dimensional sizing products is extremely competitive, characterized by rapidly changing
technology. The Company believes the principal elements of competition include quality of ongoing technical support and maintenance coupled with responsiveness to customer needs, as well as price, product quality, reliability and performance. The
differences between the Companys sensors and competitive products include pushbutton selection of output signals in certain models and sensors that can be programmed using serial commands through a PC computer. The AR200 displacement sensor
cannot be overloaded and measures accurately even when a mirror reflects the entire light beam back to the detector.

Competitive surface measurement products and dimensional sizing products come from established multinational competitors, most of which
are significantly larger and have greater financial, engineering, manufacturing and marketing resources. Company pricing is intended to obtain market share and meet competitive supplier prices. The market strategy is to establish measurement
products with the best quality, reliability and performance and superior economic value.

Sales by Geographic Area

In Fiscal 2011, 2010 and 2009, the Company recorded net sales of its products in the United States, its country of
domicile, of $5.6 million, $3.1 million and $4.8 million, respectively. Net sales in the last three fiscal years by geographic areas are:



|            |  |               |           |  |        |   |           |      |  |   |           |  |  |   |         | 
|----------- |  | ------------- | --------- |  | ------ | - | --------- | ---- |  | - | --------- |  |  | - | ------- | 
|            |  | North America |           |  | Europe |   |           | Asia |  |   | Others    | 
|Fiscal 2011 |  | $             | 6,037,847 |  |        | $ | 1,130,480 |      |  | $ | 3,990,371 |  |  | $ | 334,161 | 
|Fiscal 2010 |  | $             | 3,308,958 |  |        | $ | 1,148,857 |      |  | $ | 2,171,993 |  |  | $ | 175,940 | 
|Fiscal 2009 |  | $             | 5,075,254 |  |        | $ | 1,370,388 |      |  | $ | 2,722,762 |  |  | $ | 332,804 | 

Business and Marketing Strategy

The Company designs, manufactures and markets all of its products with operations divided into a number of different channels and
geographies.



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Balancer Segment Products

The Company markets and sells its SBS products in a variety of ways. First are the channels provided by independent manufacturers
representatives and distributors. There are currently approximately 100 individuals and/or organizations throughout the world acting in one of these capacities, including approximately 25 in the United States and 30 in China.

Second, OEMs integrate the Balancer segment products on the machine tools they produce. Users thus purchase the SBS products concurrently
with the machine tools. Conversely, end users of grinding machines that have purchased the SBS system directly from the Company, and after enjoying the benefits of the products, often request that SBS products be included with the new equipment they
order from OEMs. The SBS Systems are often installed by machine tool builders prior to displaying their own machine tools at various trade shows, becoming endorsements that prove beneficial to the Companys sales efforts.

Third, worldwide trade shows have proven to be an excellent source of business. Company representatives, usually one or more of the
marketing managers and the CEO or President, attend these events along with local Company representatives. These individuals operate a display booth featuring an SBS System demonstration stand and product and technical literature. Representatives
from all facets of the Companys target markets attend these trade shows.

In North America and Asia, products are
shipped directly to customers from the Companys distribution center in Portland, Oregon. Where the Company has distributors, the product is shipped to the distributor, who in turn pays the Company directly and then delivers and installs the
product for the end user. European distribution to customers is handled by shipping the product directly from the Companys Portland headquarters to its European subsidiary in the United Kingdom, which in turn sells and distributes the
products.

Measurement Segment Products

Similar to the Balancer segment, the Measurement segment uses a variety of methods to market and sell its products. First, a marketing manager directs the overall worldwide marketing efforts for surface
measurement and remote tank monitoring products. Second, both a marketing and a sales manager, direct the overall worldwide marketing and sales efforts for distance measurement and dimensional sizing products. Third, the Company has an exclusive
distribution agreement with a company in Asia for the promotion and sale of surface measurement products in China, Taiwan, Malaysia, Singapore, Thailand and the Philippines. In addition, there are distribution agreements with one company in Japan
and two in Korea. Trade shows also represent a significant amount of marketing/sales effort. Company representatives operate a display booth featuring demonstrations of Measurement segment products along with product and technical literature.
Representatives from all facets of the market to which the Company directs its sales efforts attend these trade shows. Finally, one of the best marketing channels is the testing laboratory. Once customers see the capabilities of the technology, it
can lead to orders for the Companys laser-based light-scatter measurement products.

All Measurement segment products
are assembled in the Portland, Oregon facility and shipped worldwide directly to customers. The Balancer and Measurement segment customer bases each consist of over 250 companies.

Backlog

The Company does not generally track backlog.
Normally, orders are shipped within a week after receipt unless the customer requests otherwise.

Manufacturing

There are no unique sources of supply or raw materials in any product lines. Essential electronic components,
available in large quantities from various suppliers, are assembled into the Balancing and Measurement electronic control units under the Companys quality and assembly standards. Company-owned



9



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software and firmware are coupled with the electronic components to provide the basis of the Companys various electronic control units. Management believes several supply sources exist for
all electronic components and assembly work incorporated into its electronic control systems. Mechanical parts for the Companys products are produced by high quality machine shops. The Company is not dependent on any one supplier of mechanical
components. In the event of supply problems, the Company believes that two or three alternatives could be developed within 30 days. The Company is subject to availability and pricing on the various components parts purchased, which has had, and may
continue to have, a material impact on operations.

The Company uses in-house skilled assemblers to construct and test
vendor-supplied components. Component inventory of finished vendor-supplied parts is held on Company property to assure adequate flow of parts to meet customer order requirements. Inventory is monitored by a computer control system designed to
assure timely re-ordering of components. In-house personnel assemble various products and test all finished components before placing them in the finished goods inventory. Finished goods inventory is maintained via computer to assure timely shipment
and service to customers. All customer shipments are from the finished goods inventory.

The Companys Quality Control
Program first received full ISO 9001 certification in 1996. On November 4, 2005, the Company received its certification to the newer ISO 9001:2000 requirements and received its recertification in December 2009.

Proprietary Technology

The Company's success depends in part on its proprietary technology, which the Company protects through patents, copyrights, trademarks, trade secrets and other measures. The Company has U.S. patents
covering both Balancer and Measurement products, processes and methods that the Company believes provide it with a competitive advantage. The Company has a policy of seeking patents where appropriate on inventions concerning new products and
improvements developed as part of its ongoing research, development and manufacturing activities. While patents provide certain legal rights of enforceability, there can be no assurance the historic legal standards surrounding questions of validity
and enforceability will continue to be applied or that current defenses with respect to issued patents will, in fact, be considered substantial in the future. There can be no assurance as to the degree and range of protection any patent will afford
and whether patents will be issued or the extent to which the Company may inadvertently infringe upon patents granted to others.

The Company manufactures its Balancer segment products under copyright protection in the U.S. for electronic board designs. Encapsulation of the finished product further protects the Company's
technologies including software.

The Company also relies upon trade secret protection for its confidential and proprietary
information. There can be no assurance that others will not independently develop substantially equivalent proprietary information and techniques or otherwise gain access to the Company's trade secrets or disclose such technology or that the Company
can meaningfully protect its trade secrets.

While the Company pursues patent, trademark, trade secret and copyright
protection for products and various marks, it also relies on know-how and continuing technology advancement, manufacturing capabilities, affordable high-quality products, new product introduction and direct marketing efforts to develop and maintain
its competitive position.

Product Development

The Company maintains an ongoing research and development program to expand the product lines and capabilities of its business segments. The goal of this program is to expand the product base in historic
markets and to enter new market areas so as to reduce reliance on historic market segments. For example, in the past fiscal year, the Company has developed and introduced the SB-1000, a new, single channel controller and the AE-1000, a new single
channel acoustical emission monitoring system both for the Balancer segment.



10



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During Fiscal 2011, 2010 and 2009, the Companys research and development expense
totaled $504,000, $585,000 and $1.0 million, respectively.

Employees

As of July 29, 2011, the Company employed 47 individuals worldwide on a full-time basis. There were also two part-time
employees. None of the Companys employees is covered by a collective bargaining agreement.



|Item 1A. | RISK FACTORS
|-------- | ------------

The
following are important 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 (see the forward-looking statements disclaimer at the beginning
of Part 1, Item 1 in this Report). In addition, the risks and uncertainties described below are not the only ones that the Company faces. Unforeseen risks could arise and problems or issues that the Company now views as minor could become more
significant. If the Company were unable to adequately respond to any risks, the Companys business, financial condition or results of operations could be materially adversely affected. In addition, the Company cannot be certain that any actions
taken to reduce known risks and uncertainties will be effective.

The general economic conditions and the global financial crisis may
adversely affect the Companys business, operating results and financial condition

The Companys operations and
performance depend significantly on worldwide economic conditions, particularly in the manufacturing sector, and their impact on levels of capital investment, which have deteriorated significantly in the past and may become depressed, or be subject
to further deterioration. Economic factors that could adversely influence demand for the Companys products include uncertainty about global economic conditions leading to reduced levels of investment, customers and suppliers access
to credit, unemployment and other macroeconomic factors affecting commercial and industrial spending behavior.

The past
distress in the financial markets and global economy has resulted in reduced liquidity and a tightening of credit markets. As a result of these conditions, the Company could experience several potential adverse effects, including the inability of
customers to obtain credit to finance purchases of the Companys products, the insolvency of customers resulting in reduced sales and bad debts, and the insolvency of key suppliers resulting in product development and production delays.

The Companys primary markets are volatile and unpredictable

The Companys business depends on the demand for our various products in a variety of commercial and industrial markets. In the past,
demand for our products in these markets has fluctuated due to variety of factors, some of which are beyond our control, including: general economic conditions, both domestically and internationally, the timing, number and size of orders from, and
shipments to, our customers as well as the relative mix of those orders and variations in the volume of orders for a particular product line in a particular quarter.

The introduction of the Xact tank monitoring system may not become commercially viable and satisfy expected demand

In May 2009, the Company announced the introduction of the Xact tank monitoring system for measuring fill levels of industrial liquefied propane tanks and communicating that data via satellite to a secure
web site. Although the initial acquisition and further development of the Xact product has negatively impacted current operating results, the product should allow the Company to enter new measurement markets and is expected to add sales and profits
to the Company in future years. However, the Xact product may not be successful,



11



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anticipated market demand for the product may not materialize and additional product or market opportunities may not be identified and developed and brought to market in a timely and
cost-effective manner, each of which could continue to negatively impact future operating results and result in large and immediate write-offs of recorded intangible asset balances.

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

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

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

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

Competition is intense and the Companys failure to compete effectively would adversely affect its business

Competition in the markets for the Companys products is intense. The speed with which companies can identify new applications for
the Companys various technologies, develop products to meet those needs and supply commercial quantities at low prices to those new markets are important competitive factors. The principal

competitive factors in the Companys markets are product features, performance, reliability and price. Many of the Companys competitors have
greater financial, technical, research and development and marketing resources. No assurance can be given that the Company will be able to compete effectively in the future, and the failure to do so would have a material adverse effect on the
Companys business, financial condition and results of operations.

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

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

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

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

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

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



12



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

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

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

Future success depends on the efforts and continued services of key management, technical and sales personnel. Significant competition exists for such personnel and there is no assurance key technical and
sales personnel can be retained or that other highly qualified technical and sales personnel as required can be attracted, assimilated and retained. There is also no guarantee that key employees will not leave and subsequently compete against the
Company. The inability to attract and retain key personnel could adversely impact the business, financial condition and results of operations.

Changes in the effective tax rate may have an adverse effect on the Companys results of operations

The Companys future effective tax rate may be adversely affected by a number of factors including: the jurisdictions in which
profits are determined to be earned and taxed; the resolution of issues arising from future, potential tax audits with various tax authorities; changes in the valuation of our deferred tax assets and liabilities; adjustments to estimated taxes upon
finalization of various tax returns; increases in expenses not deductible for tax purposes; changes in available tax credits; changes in stock-based compensation expense; changes in tax laws or the interpretations of such tax laws and changes in
generally accepted accounting principles.

Changes in securities laws and regulations have increased and could continue to increase Company
expenses

Changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley
Act of 2002 and rules promulgated by the Securities and Exchange Commission, have increased and will continue to increase Company expenses as the Company devotes resources to ensure compliance with all applicable laws and regulations. In addition,
the NASDAQ Capital Market, on which the Companys common stock is listed, has also adopted comprehensive rules and regulations relating to corporate governance. These laws, rules and regulations have increased the scope, complexity and cost of
corporate governance, reporting and disclosure practices. The Company may be required to hire additional personnel and use outside legal, accounting and advisory services to address these laws, rules and regulations. The Company also expects these
developments to make it more difficult and more expensive for the Company to obtain director and officer liability insurance in the future, and the Company may be required to accept reduced coverage or incur substantially higher costs to obtain
coverage. Further, the Companys board members, Chief Executive Officer and Chief Financial Officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty
attracting and retaining qualified board members and executive officers, which would adversely affect the Company.

The Company faces risks
from international sales and currency fluctuations

The Company markets and sells its products worldwide and international
sales have accounted for and are expected to continue to account for a significant portion of future revenue. International sales are subject to a number of risks, including: the imposition of governmental controls; trade restrictions; difficulty in
collecting receivables; changes in tariffs and taxes; difficulties in staffing and managing international operations; political



13



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and economic instability; general economic conditions; and fluctuations in foreign currencies. No assurances can be given that these factors will not have a material adverse effect on future
international sales and operations and, consequently, on business, financial condition and results of operations.



|Item 1B. | Unresolved Staff Comments
|-------- | -------------------------

None.



|Item 2. | Properties
|------- | ----------

The
Companys design and assembly facilities and executive offices are located in Portland, Oregon in three company-owned buildings totaling approximately 40,500 square feet. SEL occupies a 1,080-square foot facility in Coventry, England pursuant
to a three-year lease beginning March 29, 2011 with a basic monthly rent of £917 (approximately $1,500 as of May 31, 2011).



|Item 3. | Legal Proceedings
|------- | -----------------

There
are no material legal proceedings currently pending against the Company.



|Item 4. | (Remove and Reserved)
|------- | ---------------------



14



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PART II



|Item 5. | Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|------- | ------------------------------------------------------------------------------------------------------------

The Companys Common Stock is traded on the NASDAQ Capital Market under the symbol "SMIT."

The following tables set forth the high and low sales prices of the Companys Common Stock as reported on the NASDAQ Capital Market
for the periods indicated.



|                        |  |      |      |  |     |   |      | 
|----------------------- |  | ---- | ---- |  | --- | - | ---- | 
|Year Ended May 31, 2011 |  | High |      |  | Low |  
|First Quarter           |  | $    | 3.65 |  |     | $ | 2.98 | 
|Second Quarter          |  | $    | 3.01 |  |     | $ | 2.22 | 
|Third Quarter           |  | $    | 3.90 |  |     | $ | 2.80 | 
|Fourth Quarter          |  | $    | 4.20 |  |     | $ | 3.30 | 
|                        |  |     
|Year Ended May 31, 2010 |  | High |      |  | Low |  
|First Quarter           |  | $    | 5.53 |  |     | $ | 2.95 | 
|Second Quarter          |  | $    | 5.00 |  |     | $ | 3.35 | 
|Third Quarter           |  | $    | 4.00 |  |     | $ | 3.37 | 
|Fourth Quarter          |  | $    | 4.08 |  |     | $ | 3.47 | 

As of July 29, 2011, there were 2,895,635 shares of Common Stock outstanding held by approximately
175 holders of record. The number of holders does not include individual participants in security position listings; the Company believes that there are more than 1,750 individual holders of shares of Common Stock.

The Company has not paid any dividends on its Common Stock since 1994. The Companys current policy is to retain earnings to finance
the Companys business. Future dividends will be dependent upon the Companys financial condition, results of operations, current and anticipated cash requirements, acquisition plans and plans for expansion and any other factors that the
Companys Board of Directors deems relevant. The Company has no present intention of paying dividends on its Common Stock in the foreseeable future.

This table shows information about equity awards under the Companys equity compensation plans at May 31, 2011:



|                                                           |  |                                                                     |         |  |                                                     |   |      |                                                                                                                           |  |  |        | 
|---------------------------------------------------------- |  | ------------------------------------------------------------------- | ------- |  | --------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------- |  |  | ------ | 
|Plan Category                                              |  | Number of Securitiesto be issued uponexercise
ofoutstanding options |         |  | Weighted-averageexercise price ofoutstandingoptions |   |      | Number of Securitiesremaining availablefor future issuanceunder equitycompensation
plans(excluding securitiesin column a) | 
|                                                           |  | a                                                                   |         |  | b                                                   |   |      | c                                                                                                                         | 
|Equity compensation plans approved by security holders     |  |                                                                     | 387,776 |  |                                                     | $ | 3.47 |                                                                                                                           |  |  | 55,000 | 
|Equity compensation plans not approved by security holders |  |                                                                     |        |  |                                                     |   |     |                                                                                                                           |  |  |       | 
|                                                           |  |                                                                     |         |  |                                                     |   |      |                                                                                                                           |  |  |        | 
|                                                           |  |                                                                     | 387,776 |  |                                                     | $ | 3.47 |                                                                                                                           |  |  | 55,000 | 
|                                                           |  |                                                                     |         |  |                                                     |   |      |                                                                                                                           |  |  |        | 

Recent Sales of Unregistered Securities

On September 30, 2009, the Company completed an Asset Purchase Agreement with Optical Dimensions, a sole proprietorship, pursuant to which the Company acquired all of the assets and assumed certain
liabilities of



15



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Optical Dimensions. As partial consideration for the assets, the Company issued 24,642 restricted shares of common stock of the Company to Optical Dimensions. The number of shares issued was
equal to $100,000 in value based on the average closing price of the Companys common stock, as reported on the NASDAQ National Market, over the five-day period immediately prior to closing. The sale of shares to Optical Dimensions was effected
pursuant to Section 4(2) of the Securities Act of 1933.

Issuer Purchases of Equity Securities

None.



|Item 6. | Selected Financial Data
|------- | -----------------------

In
thousands, except per share information

Year Ended



|                                           |  |         |        |   |         |   |        |         |  |   |         |   |  |         |        |  |  |   |        | 
|------------------------------------------ |  | ------- | ------ | - | ------- | - | ------ | ------- |  | - | ------- | - |  | ------- | ------ |  |  | - | ------ | 
|                                           |  | 5/31/11 |        |   | 5/31/10 |   |        | 5/31/09 |  |   | 5/31/08 |   |  | 5/31/07 |       
|Sales                                      |  | $       | 11,493 |   |         | $ | 6,806  |         |  | $ | 9,501   |   |  | $       | 11,421 |  |  | $ | 11,882 | 
|Net Income (Loss)                          |  | $       | (205   | ) |         | $ | (1,711 | )       |  | $ | (2,154  | ) |  | $       | 1,103  |  |  | $ | 1,285  | 
|Net Income (Loss) Per Share, Basic         |  | $       | (.07   | ) |         | $ | (.59   | )       |  | $ | (.75    | ) |  | $       | .40    |  |  | $ | .49    | 
|Weighted Average No. Shares, Basic         |  |         | 2,895  |   |         |   | 2,887  |         |  |   | 2,870   |   |  |         | 2,725  |  |  |   | 2,649  | 
|Net Income (Loss) Per Share, Diluted       |  | $       | (.07   | ) |         | $ | (.59   | )       |  | $ | (.75    | ) |  | $       | .39    |  |  | $ | .47    | 
|Weighted Average No. Shares, Diluted       |  |         | 2,895  |   |         |   | 2,887  |         |  |   | 2,870   |   |  |         | 2,834  |  |  |   | 2,763  | 
|Stockholders Equity                       |  | $       | 10,157 |   |         | $ | 10,121 |         |  | $ | 11,718  |   |  | $       | 13,756 |  |  | $ | 11,365 | 
|Total Assets                               |  | $       | 11,589 |   |         | $ | 11,352 |         |  | $ | 12,624  |   |  | $       | 15,247 |  |  | $ | 12,471 | 
|Long-term Debt (including current portion) |  | $       |       |   |         | $ |       |         |  | $ |        |   |  | $       |       |  |  | $ |       | 



16



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|Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

RESULTS OF OPERATIONS

Overview

Schmitt Industries, Inc. designs, manufactures and markets computer controlled vibration detection and balancing equipment (the Balancer
segment) to the worldwide machine tool industry and, through its wholly owned subsidiary, Schmitt Measurement Systems, Inc., precision laser-based surface roughness measurement products, laser-based distance measurement products and ultrasonic
measurement systems (the Measurement segment) for a variety of industrial applications worldwide. The Company sells and markets its products in Europe through its wholly owned subsidiary, Schmitt Europe Ltd. (SEL) located in the United Kingdom. The
Company is organized into two operating segments: the Balancer segment and the Measurement segment.

For the year ended
May 31, 2011 (Fiscal 2011), total sales increased $4.7 million, or 68.9%, to $11.5 million from $6.8 million in the year ended May 31, 2010 (Fiscal 2010). Balancer segment sales focus throughout the world on end-users, rebuilders and
original equipment manufacturers of grinding machines with the target geographic markets in North America, South America, Asia and Europe. Balancer sales increased $3.3 million, or 71.5%, to $8.0 million in Fiscal 2011 compared to $4.7 million in
Fiscal 2010. The Fiscal 2011 increase in worldwide balancer sales is due to higher volumes of shipments as the worldwide automotive and manufacturing industries have begun to recover from the global economic downturn. The Measurement segment product
line consists of laser-based light-scatter, distance measurement and dimensional sizing products and remote tank monitoring products. Total Measurement sales increased $1.3 million, or 63.1%, to $3.5 million in Fiscal 2011 compared to $2.1 million
in Fiscal 2010. The increase is primarily due to higher volumes of shipments of distance measurement and dimensional sizing laser-based measurement products.

The Company has continued to closely monitor its expenses across the entire Company. Operating expenses have increased $1.0 million, or 21.7%, to $5.8 million in Fiscal 2011 from $4.8 million in Fiscal
2010. General, administrative and sales expenses increased $1.1 million, or 26.6%, in Fiscal 2011 to $5.3 million as compared to $4.2 million in the prior fiscal year. Research and development expenses decreased $80,000, or 13.7%, to $504,000 in
Fiscal 2011 from $585,000 in Fiscal 2010.

Net loss was $205,000, or $0.07 per fully diluted share, for the year ended
May 31, 2011 as compared to net loss of $1.7 million, or $0.59 per fully diluted share, for the year ended May 31, 2010.

Acquisition

On
September 30, 2009, the Company completed an Asset Purchase Agreement (the Agreement) with Optical Dimensions, a sole proprietorship, pursuant to which the Company acquired all of the assets and assumed certain liabilities of
Optical Dimensions, As a result, the Company now owns and operates Optical Dimensions business, including its patented laser light scatter roughness measurement technology. The total purchase price for the acquisition was approximately
$200,000 which includes the value of the shares issued and the cash paid. The Agreement provided that the Company pay cash of $100,000 and issue 24,642 shares of common stock of the Company. The number of shares issued was equal to $100,000 in value
based on the average closing price of the Companys common stock, as reported on the NASDAQ National Market, over the five-day period immediately prior to closing.

Critical Accounting Policies

Revenue RecognitionThe Company
recognizes revenue for sales and billing for freight charges upon delivery of the product to the customer at a fixed or determinable price with a reasonable assurance of collection, passage of title to the customer as indicated by shipping terms and
fulfillment of all significant obligations, pursuant to the guidance provided by Accounting Standards Codification Topic 605. For sales to all customers,



17



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including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped. When other significant obligations remain after
products are delivered, revenue is recognized only after such obligations are fulfilled. In addition, judgments are required in evaluating the credit worthiness of our customers. Credit is not extended to customers and revenue is not recognized
until we have determined that collectability is reasonably assured.

Allowance for Doubtful AccountsOur policy is to
maintain allowances for estimated losses resulting from the inability of our customers to make required payments. Credit limits for all customers are established based upon several factors, including but not limited to financial condition and
stability, payment history, published credit reports and use of credit references. On a monthly basis, management performs various analyses to evaluate accounts receivable balances to ensure recorded amounts reflect estimated net realizable value.
This review includes accounts receivable agings, other operating trends and relevant business conditions, including general economic factors, as they relate to the Company's domestic and international customers. When a customers account
balance becomes past due, we initiate dialogue with the customer to determine the cause. If it is determined that the customer will be unable to meet its financial obligation to us, such as in the case of a bankruptcy filing, we record a specific
allowance to reduce the related receivable to the amount we expect to recover given all of the information presently available.

InventoriesAs a designer and manufacturer of high technology systems, we are exposed to a number of economic and industry factors
that could result in portions of our inventories becoming either obsolete or in excess of anticipated usage. These factors include, but are not limited to, technological changes in our markets, our ability to meet changing customer requirements,
competitive pressures in products and prices, and the availability of key components from our suppliers. Our policy is to record inventory write-downs when conditions exist that suggest our inventories may be in excess of anticipated demand for our
products and market conditions. We regularly evaluate the ability to realize the value of our inventories based upon a combination of factors including the following: historical usage rates, forecasted sales or usage, product end of life dates,
estimated current and future market values and new product introductions. Purchasing requirements and alternative usage avenues are explored within these processes to mitigate inventory exposure. When recorded, our write-downs are intended to reduce
the carrying value of our inventories to their net realizable value and establish a new cost basis.

Deferred TaxesThe
Company applies the asset and liability method in recording income taxes, under which deferred income tax assets and liabilities are determined, based on the differences between the financial reporting and tax bases of assets and liabilities and are
measured using currently enacted tax rates and laws. Additionally, deferred tax assets are evaluated and a valuation allowance is established if it is more likely than not that all or a portion of the deferred tax asset will not be realized.
Management continues to review the level of the valuation allowance on a quarterly basis. There can be no assurance that the Companys future operations will produce sufficient earnings so that the deferred tax assets can be fully utilized.

Intangible AssetsThere is a periodic review of intangible and other long-lived assets for impairment. This review
consists of the analysis of events or changes in circumstances that would indicate the carrying amount of the assets may not be recoverable. Recoverability is determined by comparing the forecasted future undiscounted net cash flows from the
operations to which the assets relate, based on management's best estimates using the appropriate assumptions and projections at the time, to the carrying amount of the assets. If the carrying value is determined to be in excess of future operating
cash flows, the asset is considered impaired and a loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the assets.



18



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Recently issued accounting pronouncements

Refer to Note 1 of the Notes to Consolidated Financial Statements for a discussion of recently issued accounting pronouncements.

Discussion of Operating Results



|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|--------------------------------- |  | ------------------ | ---------- | - | ---- |  | ----- | ---- |  | - | ---------- | - |  |  | ----- | -- |  | - | ---------- | - |  |  | ----- | --
|                                  |  | Year Ended May 31, |           
|                                  |  | 2011               |            |   | 2010 |  |       | 2009 | 
|Balancer sales                    |  | $                  | 8,011,179  |   |      |  | 69.7  | %    |  | $ | 4,670,723  |   |  |  | 68.6  | %  |  | $ | 6,971,079  |   |  |  | 73.4  | % 
|Measurement sales                 |  |                    | 3,481,680  |   |      |  | 30.3  | %    |  |   | 2,135,025  |   |  |  | 31.4  | %  |  |   | 2,530,129  |   |  |  | 26.6  | % 
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|Total sales                       |  |                    | 11,492,859 |   |      |  | 100.0 | %    |  |   | 6,805,748  |   |  |  | 100.0 | %  |  |   | 9,501,208  |   |  |  | 100.0 | % 
|Cost of sales                     |  |                    | 5,887,207  |   |      |  | 51.2  | %    |  |   | 3,763,756  |   |  |  | 55.3  | %  |  |   | 5,361,088  |   |  |  | 56.4  | % 
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|Gross profit                      |  |                    | 5,605,652  |   |      |  | 48.8  | %    |  |   | 3,041,992  |   |  |  | 44.7  | %  |  |   | 4,140,120  |   |  |  | 43.6  | % 
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|Operating expenses:               |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|General, administration and sales |  |                    | 5,297,083  |   |      |  | 46.1  | %    |  |   | 4,184,100  |   |  |  | 61.5  | %  |  |   | 5,033,617  |   |  |  | 53.0  | % 
|Research and development          |  |                    | 504,251    |   |      |  | 4.4   | %    |  |   | 584,582    |   |  |  | 8.6   | %  |  |   | 1,019,440  |   |  |  | 10.7  | % 
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|Total operating expenses          |  |                    | 5,801,334  |   |      |  | 50.5  | %    |  |   | 4,768,682  |   |  |  | 70.1  | %  |  |   | 6,053,057  |   |  |  | 63.7  | % 
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|Operating loss                    |  |                    | (195,682   | ) |      |  | (1.7  | %)   |  |   | (1,726,690 | ) |  |  | (25.4 | %) |  |   | (1,912,937 | ) |  |  | (20.1 | %)
|Other income (expense)            |  |                    | (8,042     | ) |      |  | (0.1  | %)   |  |   | 31,107     |   |  |  | 0.5   | %  |  |   | 49,682     |   |  |  | 0.5   | % 
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|Loss before income taxes          |  |                    | (203,724   | ) |      |  | (1.8  | %)   |  |   | (1,695,583 | ) |  |  | (24.9 | %) |  |   | (1,863,255 | ) |  |  | (19.6 | %)
|Provision for income taxes        |  |                    | 1,659      |   |      |  | 0.0   | %    |  |   | 15,430     |   |  |  | 0.2   | %  |  |   | 290,269    |   |  |  | 3.1   | % 
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   
|Net loss                          |  | $                  | (205,383   | ) |      |  | (1.8  | %)   |  | $ | (1,711,013 | ) |  |  | (25.1 | %) |  | $ | (2,153,524 | ) |  |  | (22.7 | %)
|                                  |  |                    |            |   |      |  |       |      |  |   |            |   |  |  |       |    |  |   |            |   |  |  |       |   

SalesSales in the Balancer segment increased $3.3 million, or 71.5%, to $8.0 million
for Fiscal 2011 compared to $4.7 million for Fiscal 2010. This increase is primarily due to higher unit sales volumes in Asia, North America and Europe during the year. Asia sales increased $1.8 million, or 93.5%, in Fiscal 2011 compared to Fiscal
2010. North American sales increased $1.4 million, or 77.9%, in Fiscal 2011 compared to the prior year. European sales increased $108,000, or 13.5%, in Fiscal 2011 compared to Fiscal 2010. The increases across all geographies are primarily due to
higher volumes of shipments as the worldwide automotive and industrial markets in these regions have begun to recover from the previous low levels due to the global economic downturn.

Sales in the Measurement segment increased $1.3 million, or 63.1%, to $3.5 million in Fiscal 2011 compared to $2.1 million in
Fiscal 2010. Sales of laser-based distance measurement and dimensional sizing products increased $1.1 million, or 67.1%, primarily due to the higher volume of shipments in the current fiscal year resulting from the economic recovery in the
commercial and industrial markets. Sales of laser-based surface measurement products increased $160,000, or 32.3%, primarily due to the sale of a CASI scatterometer and the September 30, 2009 acquisition of Optical Dimensions which resulted in
product sales of $202,000 during Fiscal 2011. During Fiscal 2011, we started to ship our Xact ultrasonic measurement product which resulted in $102,000 of revenues.

Sales in the Balancer segment decreased $2.3 million, or 33.0%, to $4.7 million for Fiscal 2010 compared to $7.0 million for Fiscal 2009. This decrease is primarily due to lower unit sales volumes in
Asia, North America and Europe during the year. North American sales decreased $1.2 million, or 40.6%, in Fiscal 2010 compared to the prior year. Asia sales decreased $601,000, or 23.3%, in Fiscal 2010 compared to Fiscal 2009. European sales
decreased $372,000, or 31.7%, in Fiscal 2010 compared to Fiscal 2009. The decreases across all geographies are primarily due to lower volumes of shipments caused by continuing weaknesses in the global economy and the



19



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softening of the worldwide automotive, bearing and aircraft industries which has impacted the machine tool industry. The levels of demand in our geographic markets cannot be forecasted with any
certainty given the recent weaknesses in the global economy.

Sales in the Measurement segment decreased $395,000, or 15.6%,
to $2.1 million in Fiscal 2010 compared to $2.5 million in Fiscal 2009. Sales of laser-based dimensional sizing products decreased $455,000, or 21.8%, primarily due to the lower unit sales volumes in North America. Sales of laser-based surface
measurement products increased $50,000, or 11.3%, primarily due to the September 30, 2009 acquisition of Optical Dimensions which resulted in product sales of $114,000; these sales were partially offset by a decrease in sales to disk drive and
silicon wafer manufacturers of $64,000.

Gross marginGross margin in Fiscal 2011 increased to 48.8%
compared to 44.7% in Fiscal 2010. This increase is primarily due to a shift in product sales mix with sales increasing in the Measurement segment, which typically have higher gross margins than the Balancer segment, and sales in the Balancer segment
rebounding positively in the North American markets, which generally have slightly higher margins than Asia due the channel and distributor discounts required in Asia. Gross margin for Fiscal 2010 increased to 44.7% compared to 43.6% for Fiscal
2009. This increase is primarily due to lower increases to reserves for excess and obsolete inventory in the current year offset by a shift in the sales product mix to lower margin products and the impact of significantly lower sales volumes.

Operating expensesOperating expenses increased $1.0 million, or 21.7%, to $5.8 million for Fiscal 2011
compared to $4.8 million in Fiscal 2010. General, administrative and sales expenses increased $1.1 million, or 26.6%, to $5.3 million in Fiscal 2011 compared to $4.2 million in the prior year. This increase is due primarily to higher commissions
related to the increase in sales, higher stock-based compensation and higher expenses associated with an international trade show that occurs every two years. Research and development expenses decreased $80,000, or 13.7%, to $504,000 in Fiscal 2011
as compared to $585,000 in Fiscal 2010. Research and development expenses decreased primarily due to lower material costs associated with new product development.

Operating expenses decreased $1.3 million, or 21.2%, to $4.8 million for Fiscal 2010 compared to $6.1 million in Fiscal 2009. General, administrative and sales expenses decreased $850,000, or 16.9%, to
$4.2 million in Fiscal 2010 compared to $5.0 million in the prior year. This decrease is due primarily to lower personnel costs resulting from both salary reductions and mandatory furloughs and lower stock-based compensation, lower commissions
related to the decrease in sales and the expense and spending controls put in place due to the significant decline in revenue, offset by higher bad debt expense in the current year. Research and development expenses decreased $435,000, or 42.7%, to
$585,000 in Fiscal 2010 compared to $1.0 million in Fiscal 2009. The decrease in research and development expense is primarily due to lower material costs associated with new product development related to technologies acquired from Xtero and to
existing product lines and lower personnel costs associated with salary reductions.

Other incomeOther
income consists of interest income, foreign currency exchange gain (loss) and other income (expense). Interest income was $4,000, $11,000 and $74,000 in Fiscal 2011, 2010 and 2009, respectively. Interest income has decreased due to lower cash and
investment balances and lower interest rates. Foreign currency exchange loss was $10,000 and $24,000 in Fiscal 2011 and 2009, respectively. Foreign currency exchange gain was $19,000 in Fiscal 2010.

Income tax provisionThe effective tax rate on consolidated net loss was (0.8)% for Fiscal 2011. The Companys
effective tax rate on consolidated net loss differs from the federal statutory rate primarily due to the amount of income from foreign jurisdictions, changes in the deferred tax valuation allowance and certain expenses not being deductible for
income tax reporting purposes, offset by tax credits related to research and experimentation expenses. The effective tax rate in Fiscal 2010 was (0.9)%. The effective tax rate on consolidated net loss in Fiscal 2010 differs from the federal
statutory tax rate primarily due to the amount of income from foreign jurisdictions, changes in the deferred tax valuation allowance and certain expenses not being deductible for income tax reporting, offset by tax credits related to research and
experimentation expenses.



20



---

The effective tax rate in Fiscal 2009 was 15.6%. The effective tax rate on consolidated net loss in Fiscal 2009 differs from the federal statutory tax rate primarily due to research and
experimentation credits, lower effective tax rates on net income reported by SEL and the effect of changes in tax contingencies, offset by changes in the deferred tax valuation allowance, the expiration of capital loss carryforwards, a foreign
jurisdiction statutory gain exclusion and certain expenses not being deductible for income tax reporting.

Net
incomeNet loss decreased $1.5 million to a net loss of $205,000, or $0.07 per diluted share, for Fiscal 2011 compared to a net loss of $1.7 million, or $0.59 per diluted share, for Fiscal 2010. The net loss decreased due primarily to
higher sales and related gross profit offset by higher general, administrative and sales expenses during Fiscal 2011. Net loss decreased $443,000 to a net loss of $1.7 million, or $0.59 per diluted share, for Fiscal 2010 as compared to net loss of
$2.2 million, or $0.75 per diluted share, for Fiscal 2009. Net loss decreased due primarily to lower sales and related gross profit, offset by lower general, administrative and selling expenses, lower research and development expenses and a lower
effective tax rate during Fiscal 2010.

LIQUIDITY AND CAPITAL RESOURCES

The Companys working capital increased $152,000 to $7.5 million as of May 31, 2011 compared to $7.3 million as of May 31, 2010. Cash
and cash equivalents decreased $785,000 to $2.8 million as of May 31, 2011 from $3.5 million as of May 31, 2010.

Cash used in
operating activities was $559,000 in Fiscal 2011 as compared to $417,000 in Fiscal 2010. The increase is primarily due to decreases in net loss, income taxes receivable, and accounts payable, offset by increases in stock-based compensation, accounts
receivable and inventories.

At May 31, 2011, accounts receivable increased $687,000 to $1.8 million compared to $1.1 million
as of May 31, 2010. The increase in accounts receivable is due to the increase in sales during Fiscal 2011. Inventories increased $501,000 to $4.1 million as of May 31, 2011 compared to $3.6 million at May 31, 2010 due to higher purchasing levels
necessary to support the higher sales volumes. At May 31, 2011, total current liabilities increased $204,000 to $1.4 million as compared to $1.2 million at May 31, 2010. The increase is primarily due to increases in accounts payable associated with
the increased inventories and accrued commissions related to higher sales volumes offset by lower accrued payroll liabilities as compared to the prior year.

During the year ended May 31, 2011, net cash used in investing activities was $224,000, which primarily consisted of additions to property and equipment for new manufacturing and computer equipment and
vehicles.

The Company has a $1.0 million bank line of credit agreement secured by U.S. accounts receivable, inventories and
general intangibles. Interest is payable at the banks prime rate (3.25% as of May 31, 2011), or LIBOR plus 2.0%, (2.19% as of May 31, 2011). The agreement expires on March 1, 2012. There were no outstanding balances on the line of credit at
May 31, 2011 and 2010.

We believe that our existing cash and investments combined with the cash we anticipate to generate
from operating activities, and our available line of credit and financing available from other sources 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.



21



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QUARTERLY FINANCIAL DATA

In thousands, except per share information (unaudited)



|                                     |  |           |       |   |             |   |       |             |  |   |        |   |  |   |       |  
|------------------------------------ |  | --------- | ----- | - | ----------- | - | ----- | ----------- |  | - | ------ | - |  | - | ----- | -
|2011 Quarter Ended                   |  | August 31 |       |   | November 30 |   |       | February 28 |  |   | May 31 |  
|Sales                                |  | $         | 2,404 |   |             | $ | 2,914 |             |  | $ | 2,920  |   |  | $ | 3,254 |  
|Gross profit                         |  | $         | 1,100 |   |             | $ | 1,429 |             |  | $ | 1,309  |   |  | $ | 1,769 |  
|Net income (loss)                    |  | $         | (113  | ) |             | $ | 41    |             |  | $ | (192   | ) |  | $ | 58    |  
|Net income (loss) per share, basic   |  | $         | (.04  | ) |             | $ | .01   |             |  | $ | (.07   | ) |  | $ | .02   |  
|Net income (loss) per share, diluted |  | $         | (.04  | ) |             | $ | .01   |             |  | $ | (.07   | ) |  | $ | .02   |  
|                                     |  |           |       |  
|2010 Quarter Ended                   |  | August 31 |       |   | November 30 |   |       | February 28 |  |   | May 31 |  
|Sales                                |  | $         | 1,223 |   |             | $ | 1,922 |             |  | $ | 1,542  |   |  | $ | 2,118 |  
|Gross profit                         |  | $         | 549   |   |             | $ | 943   |             |  | $ | 795    |   |  | $ | 755   |  
|Net loss                             |  | $         | (575  | ) |             | $ | (224  | )           |  | $ | (443   | ) |  | $ | (469  | )
|Net loss per share, basic            |  | $         | (.20  | ) |             | $ | (.08  | )           |  | $ | (.15   | ) |  | $ | (.16  | )
|Net loss per share, diluted          |  | $         | (.20  | ) |             | $ | (.08  | )           |  | $ | (.15   | ) |  | $ | (.16  | )



|Item 7A. | Quantitative and Qualitative Disclosures about Market Risk
|-------- | ----------------------------------------------------------

Interest Rate Risk

The Company did not have any derivative financial
instruments as of May 31, 2011. However, the Company could be exposed to interest rate risk at any time in the future and, therefore, employs established policies and procedures to manage its exposure to changes in the market risk of its cash
equivalents.

The Company's interest income and expense are most sensitive to changes in the general level of U.S. and
European interest rates. In this regard, changes in U.S. and European interest rates affect the interest earned on the Company's interest bearing cash equivalents and short term investments. The Company has a variable rate line of credit facility
with a bank but there is no outstanding balance as of May 31, 2011. Also, there is no other long-term obligation whose interest rates are based on variable rates that may fluctuate over time based on economic changes in the environment.
Therefore, at this time, the Company is not subject to interest rate risk on outstanding interest bearing obligations if market interest rates fluctuate and does not expect any change in the interest rates to have a material effect on the Company's
results from operations.

Foreign Currency Risk

The Company markets and sells its products worldwide and international sales have accounted for and are expected to continue to account for a significant portion of future revenue. The Company operates a
subsidiary in the United Kingdom and acquires certain materials and services from vendors transacted in foreign currencies. Therefore, the Company's business and financial condition is sensitive to currency exchange rates or any other restrictions
imposed on their currencies. For Fiscal 2011, 2010 and 2009, results of operations included gains (losses) on foreign currency translation of ($10,000), $19,000 and ($24,000), respectively. The foreign exchange gains or losses in Fiscal 2011, 2010
and 2009 were primarily attributable to Companys United Kingdom subsidiary, Schmitt Europe, Ltd.



22



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Item 8. Financial Statements and Supplementary Data

Schmitt Industries, Inc.

Consolidated Balance Sheets



|                                                                                                                                                       |  |              |            |   |              |   |            |  
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | ---------- | - | ------------ | - | ---------- | -
|                                                                                                                                                       |  | May 31, 2011 |            |   | May 31, 2010 |  
|ASSETS                                                                                                                                                 |  |              |            |   |              |   |            |  
|Current assets                                                                                                                                         |  |              |            |   |              |   |            |  
|Cash and cash equivalents                                                                                                                              |  | $            | 2,760,506  |   |              | $ | 3,545,986  |  
|Accounts receivable, net                                                                                                                               |  |              | 1,831,811  |   |              |   | 1,144,420  |  
|Inventories                                                                                                                                            |  |              | 4,146,408  |   |              |   | 3,645,303  |  
|Prepaid expenses                                                                                                                                       |  |              | 166,779    |   |              |   | 192,167    |  
|Income taxes receivable                                                                                                                                |  |              |           |   |              |   | 21,570     |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|                                                                                                                                                       |  |              | 8,905,504  |   |              |   | 8,549,446  |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|Property and equipment                                                                                                                                 |  |              |            |   |              |   |            |  
|Land                                                                                                                                                   |  |              | 299,000    |   |              |   | 299,000    |  
|Buildings and improvements                                                                                                                             |  |              | 1,582,936  |   |              |   | 1,564,880  |  
|Furniture, fixtures and equipment                                                                                                                      |  |              | 1,199,143  |   |              |   | 1,059,496  |  
|Vehicles                                                                                                                                               |  |              | 129,330    |   |              |   | 90,452     |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|                                                                                                                                                       |  |              | 3,210,409  |   |              |   | 3,013,828  |  
|Less accumulated depreciation                                                                                                                          |  |              | (1,876,234 | ) |              |   | (1,720,880 | )
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|                                                                                                                                                       |  |              | 1,334,175  |   |              |   | 1,292,948  |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|Other assets                                                                                                                                           |  |              |            |   |              |   |            |  
|Intangible assets, net                                                                                                                                 |  |              | 1,349,583  |   |              |   | 1,509,711  |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|TOTAL ASSETS                                                                                                                                           |  | $            | 11,589,262 |   |              | $ | 11,352,105 |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|LIABILITIES & STOCKHOLDERS EQUITY                                                                                                                     |  |              |            |   |              |   |            |  
|Current liabilities                                                                                                                                    |  |              |            |   |              |   |            |  
|Accounts payable                                                                                                                                       |  | $            | 841,416    |   |              | $ | 665,044    |  
|Accrued commissions                                                                                                                                    |  |              | 308,396    |   |              |   | 170,614    |  
|Accrued payroll liabilities                                                                                                                            |  |              | 116,129    |   |              |   | 231,390    |  
|Other accrued liabilities                                                                                                                              |  |              | 163,940    |   |              |   | 160,717    |  
|Income taxes payable                                                                                                                                   |  |              | 2,073      |   |              |   |           |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|Total current liabilities                                                                                                                              |  |              | 1,431,954  |   |              |   | 1,227,765  |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|Long-term liabilities                                                                                                                                  |  |              |           |   |              |   | 3,591      |  
|Stockholders equity                                                                                                                                   |  |              |            |   |              |   |            |  
|Common stock, no par value, 20,000,000 shares authorized, 2,895,635 and 2,894,802 shares issued and outstanding at May 31,
2011 and 2010, respectively |  |              | 9,943,910  |   |              |   | 9,739,391  |  
|Accumulated other comprehensive loss                                                                                                                   |  |              | (226,581   | ) |              |   | (264,004   | )
|Retained earnings                                                                                                                                      |  |              | 439,979    |   |              |   | 645,362    |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|Total stockholders equity                                                                                                                             |  |              | 10,157,308 |   |              |   | 10,120,749 |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  
|TOTAL LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                             |  | $            | 11,589,262 |   |              | $ | 11,352,105 |  
|                                                                                                                                                       |  |              |            |   |              |   |            |  

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



23



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Schmitt Industries, Inc.

Consolidated Statements of Operations



|                                                  |  |                    |            |   |      |   |            |  
|------------------------------------------------- |  | ------------------ | ---------- | - | ---- | - | ---------- | -
|                                                  |  | Year Ended May 31, |           
|                                                  |  | 2011               |            |   | 2010 |  
|Net sales                                         |  | $                  | 11,492,859 |   |      | $ | 6,805,748  |  
|Cost of sales                                     |  |                    | 5,887,207  |   |      |   | 3,763,756  |  
|                                                  |  |                    |            |   |      |   |            |  
|Gross profit                                      |  |                    | 5,605,652  |   |      |   | 3,041,992  |  
|                                                  |  |                    |            |   |      |   |            |  
|Operating expenses:                               |  |                    |            |   |      |   |            |  
|General, administration and sales                 |  |                    | 5,297,083  |   |      |   | 4,184,100  |  
|Research and development                          |  |                    | 504,251    |   |      |   | 584,582    |  
|                                                  |  |                    |            |   |      |   |            |  
|Total operating expenses                          |  |                    | 5,801,334  |   |      |   | 4,768,682  |  
|                                                  |  |                    |            |   |      |   |            |  
|Operating loss                                    |  |                    | (195,682   | ) |      |   | (1,726,690 | )
|Other income (expense)                            |  |                    | (8,042     | ) |      |   | 31,107     |  
|                                                  |  |                    |            |   |      |   |            |  
|Loss before income taxes                          |  |                    | (203,724   | ) |      |   | (1,695,583 | )
|Provision for income taxes                        |  |                    | 1,659      |   |      |   | 15,430     |  
|                                                  |  |                    |            |   |      |   |            |  
|Net loss                                          |  | $                  | (205,383   | ) |      | $ | (1,711,013 | )
|                                                  |  |                    |            |   |      |   |            |  
|Net loss per common share, basic                  |  | $                  | (0.07      | ) |      | $ | (0.59      | )
|                                                  |  |                    |            |   |      |   |            |  
|Weighted average number of common shares, basic   |  |                    | 2,895,042  |   |      |   | 2,886,633  |  
|                                                  |  |                    |            |   |      |   |            |  
|Net loss per common share, diluted                |  | $                  | (0.07      | ) |      | $ | (0.59      | )
|                                                  |  |                    |            |   |      |   |            |  
|Weighted average number of common shares, diluted |  |                    | 2,895,042  |   |      |   | 2,886,633  |  
|                                                  |  |                    |            |   |      |   |            |  



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



24



---

Schmitt Industries, Inc.

Consolidated Statements of Cash Flows



|                                                                           |  |                    |           |   |      |   |            |  
|-------------------------------------------------------------------------- |  | ------------------ | --------- | - | ---- | - | ---------- | -
|                                                                           |  | Year Ended May 31, |          
|                                                                           |  | 2011               |           |   | 2010 |  
|Cash flows relating to operating activities                                |  |                    |           |   |      |   |            |  
|Net loss                                                                   |  | $                  | (205,383  | ) |      | $ | (1,711,013 | )
|Adjustments to reconcile net loss to net cashused in operating activities: |  |                    |           |   |      |   |            |  
|Depreciation and amortization                                              |  |                    | 340,689   |   |      |   | 362,027    |  
|(Gain) loss on disposal of property and equipment                          |  |                    | 1,828     |   |      |   | (1,200     | )
|Stock based compensation                                                   |  |                    | 202,603   |   |      |   | 93,420     |  
|Tax benefit related to stock options                                       |  |                    | (114      | ) |      |   |           |  
|(Increase) decrease in:                                                    |  |                    |           |   |      |   |            |  
|Accounts receivable                                                        |  |                    | (652,700  | ) |      |   | (21,075    | )
|Inventories                                                                |  |                    | (483,802  | ) |      |   | 247,986    |  
|Prepaid expenses                                                           |  |                    | 26,055    |   |      |   | (18,257    | )
|Income taxes receivable                                                    |  |                    | 21,570    |   |      |   | 308,425    |  
|Increase (decrease) in:                                                    |  |                    |           |   |      |   |            |  
|Accounts payable                                                           |  |                    | 169,772   |   |      |   | 324,569    |  
|Accrued liabilities and customer deposits                                  |  |                    | 17,980    |   |      |   | (1,394     | )
|Income taxes payable                                                       |  |                    | 2,073     |   |      |   |           |  
|                                                                           |  |                    |           |   |      |   |            |  
|Net cash used in operating activities                                      |  |                    | (559,429  | ) |      |   | (416,512   | )
|                                                                           |  |                    |           |   |      |   |            |  
|Cash flows relating to investing activities                                |  |                    |           |   |      |   |            |  
|Purchase of short-term investments                                         |  |                    |          |   |      |   | (1,000,000 | )
|Maturities of short-term investments                                       |  |                    |          |   |      |   | 1,000,000  |  
|Purchase of property and equipment                                         |  |                    | (227,620  | ) |      |   | (54,838    | )
|Advances and payments on asset acquisition                                 |  |                    |          |   |      |   | (100,000   | )
|Proceeds from sale of property and equipment                               |  |                    |          |   |      |   | 1,200      |  
|Other long-term assets                                                     |  |                    | 4,004     |   |      |   | (6,039     | )
|                                                                           |  |                    |           |   |      |   |            |  
|Net cash used in investing activities                                      |  |                    | (223,616  | ) |      |   | (159,677   | )
|                                                                           |  |                    |           |   |      |   |            |  
|Cash flows relating to financing activities                                |  |                    |           |   |      |   |            |  
|Common stock issued on exercise of stock options                           |  |                    | 1,916     |   |      |   |           |  
|Excess tax benefit from stock-based compensation                           |  |                    | 114       |   |      |   |           |  
|                                                                           |  |                    |           |   |      |   |            |  
|Net cash provided by financing activities                                  |  |                    | 2,030     |   |      |   |           |  
|                                                                           |  |                    |           |   |      |   |            |  
|Effect of foreign exchange translation on cash                             |  |                    | (4,465    | ) |      |   | (52,160    | )
|                                                                           |  |                    |           |   |      |   |            |  
|Decrease in cash and cash equivalents                                      |  |                    | (785,480  | ) |      |   | (628,349   | )
|Cash and cash equivalents, beginning of period                             |  |                    | 3,545,986 |   |      |   | 4,174,335  |  
|                                                                           |  |                    |           |   |      |   |            |  
|Cash and cash equivalents, end of period                                   |  | $                  | 2,760,506 |   |      | $ | 3,545,986  |  
|                                                                           |  |                    |           |   |      |   |            |  
|Supplemental Disclosure of Cash Flow Information                           |  |                    |           |   |      |   |            |  
|Cash received during the year for income taxes                             |  | $                  | (21,709   | ) |      | $ | (293,876   | )

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



25



---

Schmitt Industries, Inc.

Consolidated Statements of Changes in Stockholders Equity And Comprehensive Income



|                                                            |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  |   |            |  
|----------------------------------------------------------- |  | ------ | --------- |  | ------ | - | --------- | --------------------------------- |  | - | ---------------- | - |  | ----- | ---------- | - | ------------------------------- | - | ---------- | - |  | - | ---------- | -
|                                                            |  | Shares |           |  | Amount |   |           | Accumulatedothercomprehensiveloss |  |   | Retainedearnings |   |  | Total |            |   | Totalcomprehensiveincome (loss) |  
|Balance, May 31, 2009                                       |  |        | 2,870,160 |  |        | $ | 9,545,678 |                                   |  | $ | (183,629         | ) |  | $     | 2,356,375  |   |                                 | $ | 11,718,424 |   |  |   |            |  
|Stock based compensation                                    |  |        |          |  |        |   | 93,420    |                                   |  |   |                 |   |  |       |           |   |                                 |   | 93,420     |   |  |   |            |  
|Common stock issued in connection with asset acquisition    |  |        | 24,642    |  |        |   | 100,293   |                                   |  |   |                 |   |  |       |           |   |                                 |   | 100,293    |   |  |   |            |  
|Net loss                                                    |  |        |          |  |        |   |          |                                   |  |   |                 |   |  |       | (1,711,013 | ) |                                 |   | (1,711,013 | ) |  | $ | (1,711,013 | )
|Other comprehensive loss                                    |  |        |          |  |        |   |          |                                   |  |   | (80,375          | ) |  |       |           |   |                                 |   | (80,375    | ) |  |   | (80,375    | )
|                                                            |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  |   |            |  
|Balance, May 31, 2010                                       |  |        | 2,894,802 |  |        |   | 9,739,391 |                                   |  |   | (264,004         | ) |  |       | 645,362    |   |                                 |   | 10,120,749 |   |  |   |            |  
|Comprehensive loss, year ended May 31, 2010                 |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  | $ | (1,791,388 | )
|                                                            |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  |   |            |  
|Stock options exercised net of related tax benefit of $ 114 |  |        | 833       |  |        |   | 1,916     |                                   |  |   |                 |   |  |       |           |   |                                 |   | 1,916      |   |  |   |            |  
|Stock based compensation                                    |  |        |          |  |        |   | 202,603   |                                   |  |   |                 |   |  |       |           |   |                                 |   | 202,603    |   |  |   |            |  
|Net loss                                                    |  |        |          |  |        |   |          |                                   |  |   |                 |   |  |       | (205,383   | ) |                                 |   | (205,383   | ) |  | $ | (205,383   | )
|Other comprehensive income                                  |  |        |          |  |        |   |          |                                   |  |   | 37,423           |   |  |       |           |   |                                 |   | 37,423     |   |  |   | 37,423     |  
|                                                            |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  |   |            |  
|Balance, May 31, 2011                                       |  |        | 2,895,635 |  |        | $ | 9,943,910 |                                   |  | $ | (226,581         | ) |  | $     | 439,979    |   |                                 | $ | 10,157,308 |   |  |   |            |  
|                                                            |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  |   |            |  
|Comprehensive loss, year ended May 31, 2011                 |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  | $ | (167,960   | )
|                                                            |  |        |           |  |        |   |           |                                   |  |   |                  |   |  |       |            |   |                                 |   |            |   |  |   |            |  

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



26



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Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010

NOTE 1

SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Schmitt Industries, Inc. (the Company)
designs, manufactures, and markets computer controlled vibration detection and balancing equipment primarily to the machine tool industry. Through its wholly owned subsidiary, Schmitt Measurement Systems, Inc., the Company designs, manufactures and
markets precision laser-based surface measurement systems for the disk drive, silicon wafer and optics industries; laser-based distance measurement and dimensional sizing products for a wide variety of commercial and industrial applications; and
ultrasonic measurement products that accurately measure the fill levels of large liquefied propane tanks and transmit that data via satellite to a secure web site.

Principles of Consolidation

These consolidated financial statements
include those of the Company and its wholly owned subsidiaries: Schmitt Measurement Systems, Inc. (SMS), Schmitt Europe, Ltd. (SEL) and Schmitt Industries (Canada) Limited. All significant intercompany accounts and
transactions have been eliminated in the preparation of the consolidated financial statements.

Revenue Recognition

The Company recognizes revenue for sales and billing for freight charges upon delivery of the product to the customer at a fixed and
determinable price with a reasonable assurance of collection, passage of title to the customer as indicated by shipping terms and fulfillment of all significant obligations, pursuant to the guidance provided by Accounting Standards Codification
(ASC) Topic 605. For sales to all customers, including manufacturer representatives, distributors or their third-party customers, these criteria are met at the time product is shipped. When other significant obligations remain after
products are delivered, revenue is recognized only after such obligations are fulfilled. In addition, judgments are required in evaluating the credit worthiness of our customers. Credit is not extended to customers and revenue is not recognized
until we have determined that collectability is reasonably assured.

Cash Equivalents

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

Accounts Receivable

The Company maintains credit limits for all customers based upon several factors, including but not limited to 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 agings,
other operating trends and relevant business conditions, including general economic factors, as they relate to each of the Company's domestic and international customers. If these analyses lead management to the conclusion that potential significant
accounts are uncollectible, a reserve is provided. The allowance for doubtful accounts was $21,580 and $23,387 as of May 31, 2011 and 2010, respectively.



27



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



Inventories

Inventory is valued at the lower of cost or market 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 May 31, 2011 and 2010, inventories consisted of:



|                |  |              |           |  |              |   |           | 
|--------------- |  | ------------ | --------- |  | ------------ | - | --------- | 
|                |  | May 31, 2011 |           |  | May 31, 2010 |  
|Raw materials   |  | $            | 1,649,925 |  |              | $ | 1,070,902 | 
|Work-in-process |  |              | 892,541   |  |              |   | 980,971   | 
|Finished goods  |  |              | 1,603,942 |  |              |   | 1,593,430 | 
|                |  |              |           |  |              |   |           | 
|                |  | $            | 4,146,408 |  |              | $ | 3,645,303 | 
|                |  |              |           |  |              |   |           | 

Property and Equipment

Property and equipment are stated at cost. 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; and twenty-five years for buildings and improvements. Expenditures for maintenance and repairs are charged to expense as incurred.

Foreign Currency Translation

Financial statements for the Companys
subsidiaries outside the United States are translated into U.S. dollars at year-end exchange rates for assets and liabilities and weighted average exchange rates for income and expenses. The resulting translation adjustments are included as a
separate component of stockholders equity titled Accumulated Other Comprehensive Loss. Transaction gains and losses are included in net income (loss).

Advertising

Advertising costs included in general, administrative and
selling, are expensed when the advertising first takes place. Advertising expense was $70,411 and $56,463 for the fiscal years ended May 31, 2011 and 2010, respectively.

Research and Development Costs

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

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. The Company has adopted ASC Topic 718, which requires the measurement and recognition of compensation for all stock-based awards made to employees and directors including stock options based on estimated fair values.

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.



28



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



Income Taxes

The Company applies the asset and liability method in recording income taxes, under which deferred income tax assets and liabilities are determined, based on the differences between the financial
reporting and tax bases of assets and liabilities and are measured using currently enacted tax rates and laws. Additionally, deferred tax assets are evaluated and a valuation allowance is established if it is more likely than not that all or a
portion of the deferred tax asset will not be realized. The Company currently has a valuation allowance against all of their net deferred tax assets. Management continues to review the level of the valuation allowance on a quarterly basis. There can
be no assurance that the Companys future operations will produce sufficient earnings so that the deferred tax asset can be fully utilized.

Intangible Assets

Amortizable intangible assets, which include purchased
technology and patents, are amortized over their estimated useful lives ranging from five to seventeen years. As of May 31, 2011 and 2010, amortizable intangible assets were $2,200,883 and accumulated amortization was $853,336 and $697,212,
respectively. Amortization expense is expected to be approximately $135,000 in Fiscal 2012, 2013 and 2014, $119,000 in Fiscal 2015 and $112,000 in Fiscal 2016.

Intangible and other long-lived 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 cash flows from the operations to which the assets relate, based on management's best estimates using the appropriate assumptions and projections at the time, to the carrying amount of the assets. If
the carrying value is determined to be in excess of future operating cash flows, the asset is considered impaired and a loss is recognized equal to the amount by which the carrying amount exceeds the estimated fair value of the assets. As of
May 31, 2011, management did not believe impairment, as defined above, existed.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted average number of common shares outstanding. Diluted earnings (loss) 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.
66,489 and 78,241 potentially dilutive common shares from outstanding stock options have been excluded from diluted earnings (loss) per share for the years ended May 31, 2011 and 2010, respectively.

Concentration of Credit Risk

Financial instruments that potentially expose the Company to concentration of credit risk are trade accounts receivable. Credit terms generally include a discount of 1.5% if the invoice is paid within ten
days, with the net amount payable in 30 days.

Financial Instruments

The carrying value of all other financial instruments potentially subject to valuation risk (principally consisting of cash and cash
equivalents, accounts receivable and accounts payable) also approximate fair value because of their short-term maturities.



29



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



Shipping and Handling Charges

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.

Use of Estimates

The preparation of the consolidated financial statements
in conformity with accounting principles generally accepted in the United States of America 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.

Recently Issued Accounting Pronouncements

In October 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2009-13,
Revenue Recognition (Topic 605): Multiple-Deliverable Revenue Arrangements  a consensus of the FASB Emerging Issues Task Force (ASU 2009-13), which provides amendments to the criteria in ASC Subtopic 605-25,
Revenue Recognition  Multiple-Element Arrangements, for separating consideration in multiple deliverable arrangements and expands the disclosures related to multiple deliverable arrangements. ASU 2009-13 is effective prospectively
for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company adopted ASU 2009-13 on June 1, 2010. The Companys adoption of ASU 2009-13 did not have a material impact on
its consolidated financial statements.

NOTE 2

LINE OF CREDIT

In February 2011, the Company renewed its $1.0 million bank line of credit agreement secured by U.S. accounts receivable, inventories and general intangibles which expires on March 1, 2012. Interest
is payable at the banks prime rate (3.25% as of May 31, 2011) or LIBOR plus 2.0%, (2.19% as of May 31, 2011). There were no outstanding balances on the line of credit at May 31, 2011 and 2010.

NOTE 3

LONG-TERM OBLIGATIONS

As of May 31, 2011, there were no outstanding obligations under capital leases or purchase contracts. The Company leases certain facilities and equipment to support operations under non-cancelable
operating leases and other contractual obligations. Total rent expense for the years ended May 31, 2011 and 2010 amounted to $56,913 and $36,348, respectively.

The approximate future minimum commitments under leases and contractual obligations for each of the years ending May 31 are as follows:



|                     |  |   |        | 
|-------------------- |  | - | ------ | 
|Years ending May 31, |  |   |       
|2012                 |  | $ | 37,162 | 
|2013                 |  |   | 36,768 | 
|2014                 |  |   | 29,842 | 



30



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Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



NOTE 4

INCOME TAXES

The
provision for income taxes is as follows:



|                                 |  |                     |        |   |      |   |          |  
|-------------------------------- |  | ------------------- | ------ | - | ---- | - | -------- | -
|                                 |  | Years ended May 31, |       
|                                 |  | 2011                |        |   | 2010 |  
|Current                          |  | $                   | 1,659  |   |      | $ | 18,573   |  
|Deferred                         |  |                     | (3.953 | ) |      |   | (661,882 | )
|Change in valuation allowance    |  |                     | 3,953  |   |      |   | 665,025  |  
|                                 |  |                     |        |   |      |   |          |  
|Total provision for income taxes |  | $                   | 1,659  |   |      | $ | 15,430   |  
|                                 |  |                     |        |   |      |   |          |  

Deferred tax assets are comprised of the following components:



|                                               |  |      |            |   |      |   |            |  
|---------------------------------------------- |  | ---- | ---------- | - | ---- | - | ---------- | -
|                                               |  | 2011 |            |   | 2010 |  
|Depreciation and amortization                  |  | $    | 355,216    |   |      | $ | 378,140    |  
|Inventory related items                        |  |      | 227,569    |   |      |   | 251,228    |  
|Other reserves and liabilities                 |  |      | 69,486     |   |      |   | 62,056     |  
|Net operating loss carryforward                |  |      | 645,346    |   |      |   | 676,249    |  
|General business and other credit carryforward |  |      | 270,772    |   |      |   | 194,980    |  
|Other deferred items, net                      |  |      | 3,680      |   |      |   | 5,463      |  
|                                               |  |      |            |   |      |   |            |  
|Gross deferred tax assets                      |  |      | 1,572,069  |   |      |   | 1,568,116  |  
|Deferred tax asset valuation allowance         |  |      | (1,572,069 | ) |      |   | (1,568,116 | )
|                                               |  |      |            |   |      |   |            |  
|Net deferred tax asset                         |  | $    |           |   |      | $ |           |  
|                                               |  |      |            |   |      |   |            |  

Deferred tax assets are evaluated and a valuation allowance is established if it is more likely than not
that all or a portion of the deferred tax asset will not be realized. The Company has recorded a substantial deferred tax asset related to temporary differences between book and tax bases of assets and liabilities. During Fiscal 2011, the Company
increased its valuation allowance $3,953 as a result of the write-down of deferred tax assets. During Fiscal 2010, the Company increased its valuation allowance $665,025 as a result of the write-down of deferred tax assets. The Company has provided
a full valuation allowance against all of its deferred tax assets as the recent losses have been given more weight than projected future income when determining the need for a valuation allowance.

The Company has federal net operating loss carryforwards of approximately $1.6 million which expire in 2029 and 2030 along with the
federal general business and other credit carryforwards. The Company has state net operating loss carryforwards of approximately $2.5 million which expire in 2024 and 2025.



31



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Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



The provision for income taxes differs from the amount of income taxes determined by
applying the U.S. statutory federal tax rate to pre-tax loss due to the following:



|                                           |  |                     |       |    |      |  |       |   
|------------------------------------------ |  | ------------------- | ----- | -- | ---- |  | ----- | --
|                                           |  | Years ended May 31, |      
|                                           |  | 2011                |       |    | 2010 | 
|Statutory federal tax rate                 |  |                     | (34.0 | )% |      |  | (34.0 | )%
|State taxes, net of federal benefit        |  |                     | (4.4  | )  |      |  | (4.4  | ) 
|Change in deferred tax valuation allowance |  |                     | 23.8  |    |      |  | 39.2  |   
|Stock-based compensation                   |  |                     | 33.8  |    |      |  | 1.9   |   
|R&E tax credits                            |  |                     | (29.4 | )  |      |  | (3.6  | ) 
|Effect of foreign income tax rates         |  |                     | 2.0   |    |      |  | 0.3   |   
|Permanent and other differences            |  |                     | 9.0   |    |      |  | 1.5   |   
|                                           |  |                     |       |    |      |  |       |   
|Effective tax rate                         |  |                     | 0.8   | %  |      |  | 0.9   | % 
|                                           |  |                     |       |    |      |  |       |   

Each year the Company files income tax returns in the various federal, 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 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, derecognition, classification, accounting for interest and penalties, accounting in interim periods, disclosure, and transition. The
liability for unrecognized tax benefits was $0 as of May 31, 2011 and 2010, respectively.

Interest and penalties
associated with uncertain tax positions are recognized as components of the Provision for income taxes. The liability for payment of interest and penalties was $0 as of May 31, 2011 and 2010, respectively.

Several tax years are subject to examination by major tax jurisdictions. In the United States, federal tax years for Fiscal 2007 and
after are subject to examination. In the United Kingdom, tax years for Fiscal 2006 and after are subject to examination. In Canada, tax years for 2005 and after are subject to examination. In the United States, returns related to an acquired
subsidiary for the year ended October 31, 1994 and final return for the period ended May 19, 1995 are also subject to examination.

NOTE 5

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 sales (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 regard to the acquisition except their rights to future royalties.

Royalty expense applicable to the years ended May 31, 2011 and 2010 amounted to $22,128 and $16,358, respectively.



32



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Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



In a transaction related to the acquisition of Xtero Datacom Inc., a British Columbia
corporation (Xtero), former Xtero shareholders will be eligible to receive shares of stock that are exchangeable for shares of Schmitt common stock on a one-for-one basis based on 50% of the after-tax earnings derived from Xtero products
during a five-year earn-out program ending on May 31, 2013. This additional consideration, if any, would increase the value of the intangible asset recorded in connection with the acquisition. No additional shares of stock have been issued to
former Xtero shareholders as of May 31, 2011.

NOTE 6

SEGMENT INFORMATION

The Company has two reportable business segments: the design and assembly of dynamic balancing systems and components for the machine tool industry (Balancer), and the design and assembly of laser-based
test and measurement systems (Measurement). The Company operates in three principal geographic markets: United States, Europe and Asia.



|                        |  |                    |           |   |             |   |           |          |  |   |             |   |  |   |           |  
|----------------------- |  | ------------------ | --------- | - | ----------- | - | --------- | -------- |  | - | ----------- | - |  | - | --------- | -
|                        |  | Year Ended May 31, |          
|                        |  | 2011               |           |   | 2010        |  
|                        |  | Balancer           |           |   | Measurement |   |           | Balancer |  |   | Measurement |  
|Gross sales             |  | $                  | 8,732,900 |   |             | $ | 3,533,634 |          |  | $ | 5,203,773   |   |  | $ | 2,225,083 |  
|Intercompany sales      |  |                    | (721,721  | ) |             |   | (51,954   | )        |  |   | (533,050    | ) |  |   | (90,058   | )
|                        |  |                    |           |   |             |   |           |          |  |   |             |   |  |   |           |  
|Net sales               |  | $                  | 8,011,179 |   |             | $ | 3,481,680 |          |  | $ | 4,670,723   |   |  | $ | 2,135,025 |  
|                        |  |                    |           |   |             |   |           |          |  |   |             |   |  |   |           |  
|Operating income (loss) |  | $                  | 249,657   |   |             | $ | (445,339  | )        |  | $ | (990,867    | ) |  | $ | (735,823  | )
|                        |  |                    |           |   |             |   |           |          |  |   |             |   |  |   |           |  
|Depreciation expense    |  | $                  | 123,958   |   |             | $ | 60,607    |          |  | $ | 147,775     |   |  | $ | 59,709    |  
|                        |  |                    |           |   |             |   |           |          |  |   |             |   |  |   |           |  
|Amortization expense    |  | $                  |          |   |             | $ | 156,124   |          |  | $ |            |   |  | $ | 154,543   |  
|                        |  |                    |           |   |             |   |           |          |  |   |             |   |  |   |           |  
|Capital expenditures    |  | $                  | 176,578   |   |             | $ | 51,042    |          |  | $ | 46,201      |   |  | $ | 8,637     |  
|                        |  |                    |           |   |             |   |           |          |  |   |             |   |  |   |           |  

Geographic Information



|                |  |                    |            |  |      |   |           | 
|--------------- |  | ------------------ | ---------- |  | ---- | - | --------- | 
|                |  | Year Ended May 31, |           
|                |  | 2011               |            |  | 2010 |  
|North America   |  | $                  | 6,037,847  |  |      | $ | 3,308,958 | 
|Europe          |  |                    | 1,130,480  |  |      |   | 1,148,857 | 
|Asia            |  |                    | 3,990,371  |  |      |   | 2,171,993 | 
|Other markets   |  |                    | 334,161    |  |      |   | 175,940   | 
|                |  |                    |            |  |      |   |           | 
|Total Net Sales |  | $                  | 11,492,859 |  |      | $ | 6,805,748 | 
|                |  |                    |            |  |      |   |           | 



|                        |  |                    |         |   |        |   |          |               |  |   |            |   |  |   |        | 
|----------------------- |  | ------------------ | ------- | - | ------ | - | -------- | ------------- |  | - | ---------- | - |  | - | ------ | 
|                        |  | Year Ended May 31, |        
|                        |  | 2011               |         |   | 2010   |  
|                        |  | United States      |         |   | Europe |   |          | United States |  |   | Europe     |  
|Operating income (loss) |  | $                  | (84,885 | ) |        | $ | (110,797 | )             |  | $ | (1,746,621 | ) |  | $ | 19,931 | 
|                        |  |                    |         |   |        |   |          |               |  |   |            |   |  |   |        | 
|Depreciation expense    |  | $                  | 184,565 |   |        | $ |         |               |  | $ | 207,484    |   |  | $ |       | 
|                        |  |                    |         |   |        |   |          |               |  |   |            |   |  |   |        | 
|Amortization expense    |  | $                  | 156,124 |   |        | $ |         |               |  | $ | 154,543    |   |  | $ |       | 
|                        |  |                    |         |   |        |   |          |               |  |   |            |   |  |   |        | 
|Capital expenditures    |  | $                  | 227,620 |   |        | $ |         |               |  | $ | 54,838     |   |  | $ |       | 
|                        |  |                    |         |   |        |   |          |               |  |   |            |   |  |   |        | 



33



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



Segment and Geographic Assets



|                                       |  |              |            |  |              |   |            | 
|-------------------------------------- |  | ------------ | ---------- |  | ------------ | - | ---------- | 
|                                       |  | May 31, 2011 |            |  | May 31, 2010 |  
|Segment assets to total assets         |  |              |            |  |              |   |            | 
|Balancer                               |  | $            | 5,284,244  |  |              | $ | 4,425,280  | 
|Measurement                            |  |              | 3,544,512  |  |              |   | 3,359,269  | 
|Corporate assets                       |  |              | 2,760,506  |  |              |   | 3,567,556  | 
|                                       |  |              |            |  |              |   |            | 
|Total assets                           |  | $            | 11,589,262 |  |              | $ | 11,352,105 | 
|                                       |  |              |            |  |              |   |            | 
|Geographic assets to long-lived assets |  |              |            |  |              |   |            | 
|United States                          |  | $            | 1,334,175  |  |              | $ | 1,292,948  | 
|Europe                                 |  |              |           |  |              |   |           | 
|                                       |  |              |            |  |              |   |            | 
|Total assets                           |  | $            | 1,334,175  |  |              | $ | 1,292,948  | 
|                                       |  |              |            |  |              |   |            | 
|Geographic assets to total assets      |  |              |            |  |              |   |            | 
|United States                          |  | $            | 10,882,569 |  |              | $ | 10,947,605 | 
|Europe                                 |  |              | 706,693    |  |              |   | 404,500    | 
|                                       |  |              |            |  |              |   |            | 
|Total assets                           |  | $            | 11,589,262 |  |              | $ | 11,352,105 | 
|                                       |  |              |            |  |              |   |            | 

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

NOTE 7

STOCK OPTIONS AND STOCK BASED COMPENSATION

The Board of Directors adopted the 2004 Stock Option Plan (2004 Plan) in August 2004 and the 1995 Stock Option Plan (1995 Plan) in December 1995, which plan was amended in August 1996 and restated in
August 1998. An option granted under the 2004 Plan and/or 1995 Plan (the Plans) might be either an incentive stock option (ISO), or a nonstatutory stock option (NSO). ISOs may be granted only to employees and members of the Board of Directors of the
Company and are subject to certain limitations, in addition to restrictions applicable to all stock options under the Plan. Options not meeting these limitations will be treated as NSOs. The purchase price of ISOs is fair market value on the date of
grant; the purchase price of NSOs may vary from fair market value. Vesting is at the discretion of the compensation committee of the Board of Directors, but is either 50% at grant date and 16.7% on each anniversary thereafter or 25% at grant date
and 25% on each anniversary thereafter. The Company initially reserved 400,000 shares for issuance under the 1995 Plan and 300,000 shares for issuance under the 2004 Plan. The 1995 Plan expired in December 2005 and no additional options may be
issued under the 1995 Plan, although expiration of the 1995 Plan did not affect the rights of persons who received stock grants under the 1995 Plan. Stock-based compensation recognized in the Companys Consolidated Financial Statements for the
years ended May 31, 2011 and 2010 includes compensation cost for stock-based awards granted. All outstanding options will expire no later than 2021.

Upon adoption of ASC Topic 718, the Company continued to use the Black-Scholes option pricing model as its method of valuation for stock-based awards. The Companys determination of the fair value of
stock-based awards on the date of grant using an option pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables. Although the fair value of stock-based awards is



34



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



determined in accordance with ASC Topic 718, the Black-Scholes option pricing model requires the input of highly subjective assumptions, and other reasonable assumptions could provide differing
results. These variables include, but are not limited to:



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



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



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



| |  |  | Expected Dividend Yield. The Company does not anticipate paying any cash dividends in the foreseeable future. Consequently, the Company uses an
expected dividend yield of zero.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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

The Company has computed, to determine
stock-based compensation expense recognized for the years ended May 31, 2011 and 2010, the value of all stock options granted using the Black-Scholes option pricing model as prescribed by ASC Topic 718 using the following assumptions:



|                        |  |                         |  |                         |   | 
|----------------------- |  | ----------------------- |  | ----------------------- | - | 
|                        |  | Year ended May 31, 2011 |  | Year ended May 31, 2010 |  
|Risk-free interest rate |  | 3.8%                    |  |                         |  | 
|Expected life           |  | 4.8 years               |  |                         |  | 
|Expected volatility     |  | 62.4%                   |  |                         |  | 

Stock-Based Compensation Under ASC Topic 718

The total stock-based compensation expense recognized under ASC Topic 718 was $202,603 and $93,420 during Fiscal 2011 and 2010,
respectively. All stock-based compensation expense has been recorded as General, administration and sales expense in the Consolidated Financial Statements.

At May 31, 2011, the Company had a total of 387,776 outstanding stock options (290,276 vested and exercisable and 97,500 non-vested) with a weighted average exercise price of $3.47. The Company
estimates that a total of approximately $199,000 will be recorded as additional stock-based compensation expense during the fiscal year ending May 31, 2012, for all options which were outstanding as of May 31, 2011, but which were not yet
vested.



35



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



Options outstanding and exercisable consist of the following at May 31, 2011:



|                    |  |                                 |  |                                                  |  |                  |  |                                
|------------------- |  | ------------------------------- |  | ------------------------------------------------ |  | ---------------- |  | -------------------------------
|Outstanding Options |  | Exercisable Options            
|Number of Shares    |  | Weighted Average
Exercise Price |  | Weighted AverageRemaining
Contractual Life (yrs) |  | Number of Shares |  | Weighted Average
Exercise Price
|76,110              |  | $1.20                           |  | 0.8                                              |  | 76,110           |  | $1.20                          
|61,666              |  | 2.30                            |  | 3.0                                              |  | 61,666           |  | 2.30                           
|170,000             |  | 3.65                            |  | 10.0                                             |  | 85,000           |  | 3.65                           
|5,000               |  | 5.80                            |  | 4.4                                              |  | 5,000            |  | 5.80                           
|75,000              |  | 6.16                            |  | 7.0                                              |  | 62,500           |  | 6.14                           
|                    |  |                                 |  |                                                  |  |                  |  |                                
|387,776             |  | $3.47                           |  | 6.4                                              |  | 290,276          |  | $3.29                          
|                    |  |                                 |  |                                                  |  |                  |  |                                

Options granted, exercised, canceled and expired under the Companys stock option plan during the
years ended May 31, 2011 and 2010 are summarized as follows:



|                                 |  |                 |         |   |                               |  |      | 
|-------------------------------- |  | --------------- | ------- | - | ----------------------------- |  | ---- | 
|                                 |  | Numberof Shares |         |   | WeightedAverageExercise Price | 
|Options outstandingMay 31, 2009 |  |                 | 218,609 |   |                               |  | 3.32 | 
|Options granted                  |  |                 |        |   |                               |  |     | 
|Options exercised                |  |                 |        |   |                               |  |     | 
|Options forfeited/cancelled      |  |                 |        |   |                               |  |     | 
|                                 |  |                 |         |   |                               |  |      | 
|Options outstandingMay 31, 2010 |  |                 | 218,609 |   |                               |  | 3.32 | 
|Options granted                  |  |                 | 170,000 |   |                               |  | 3.65 | 
|Options exercised                |  |                 | (833    | ) |                               |  | 2.30 | 
|Options forfeited/cancelled      |  |                 |        |   |                               |  |     | 
|                                 |  |                 |         |   |                               |  |      | 
|Options outstandingMay 31, 2011 |  |                 | 387,776 |   |                               |  | 3.47 | 
|                                 |  |                 |         |   |                               |  |      | 

The total intrinsic value of both outstanding and exercisable options at May 31, 2011 was $269,719.
The total intrinsic value of options exercised during the years ended May 31, 2011 and 2010 was $1,070 and $0, respectively.

NOTE 8

EARNINGS PER SHARE

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



36



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



reconciliation of the numerators and denominators of the basic and diluted per share computations for each of the two years in the period ended May 31:



|                                            |  |                     |            |   |                                     |  |           |                |  |   |       |  
|------------------------------------------- |  | ------------------- | ---------- | - | ----------------------------------- |  | --------- | -------------- |  | - | ----- | -
|                                            |  | Net loss(Numerator) |            |   | WeightedAverage Shares(Denominator) |  |           | PerShareAmount | 
|Year ended May 31, 2011                     |  |                     |            |   |                                     |  |           |                |  |   |       |  
|Basic earnings per share                    |  |                     |            |   |                                     |  |           |                |  |   |       |  
|Loss available to common stockholders       |  | $                   | (205,383   | ) |                                     |  | 2,895,042 |                |  | $ | (0.07 | )
|Effect of dilutive securities stock options |  |                     |           |   |                                     |  |          |                |  |   |       |  
|Diluted earnings per share                  |  |                     |            |   |                                     |  |           |                |  |   |       |  
|                                            |  |                     |            |   |                                     |  |           |                |  |   |       |  
|Loss available to common stockholders       |  | $                   | (205,383   | ) |                                     |  | 2,895,042 |                |  | $ | (0.07 | )
|                                            |  |                     |            |   |                                     |  |           |                |  |   |       |  
|Year ended May 31, 2010                     |  |                     |            |   |                                     |  |           |                |  |   |       |  
|Basic earnings per share                    |  |                     |            |   |                                     |  |           |                |  |   |       |  
|Loss available to common stockholders       |  | $                   | (1,711,013 | ) |                                     |  | 2,886,633 |                |  | $ | (0.59 | )
|Effect of dilutive securities stock options |  |                     |           |   |                                     |  |          |                |  |   |       |  
|Diluted earnings per share                  |  |                     |            |   |                                     |  |           |                |  |   |       |  
|                                            |  |                     |            |   |                                     |  |           |                |  |   |       |  
|Loss available to common stockholders       |  | $                   | (1,711,013 | ) |                                     |  | 2,886,633 |                |  | $ | (0.59 | )
|                                            |  |                     |            |   |                                     |  |           |                |  |   |       |  

NOTE 9

EMPLOYEE BENEFIT PLANS

The Company adopted the Schmitt Industries, Inc. 401(k) Profit Sharing Plan & Trust effective June 1, 1996. Employees must meet certain age and service requirements to be eligible.
Participants may contribute up to 15% of their eligible compensation which may be partially matched by the Company. The Company may further make either a profit sharing contribution or a discretionary contribution. The Company made matching
contributions in conjunction with employee contributions to the plan totaling $72,151 and $56,532 during Fiscal 2011 and 2010, respectively.

NOTE 10

RELATED PARTY TRANSACTIONS

Effective June 1, 2004, the Company entered into a contract to provide consulting services to PulverDryer USA, Inc., (PulverDryer) pursuant to which PulverDryer paid the Company $8,000 a
month from June 2004 through October 2004. PulverDryer also buys certain products from the Company at normal prevailing rates. The Company and PulverDryer extended the contract from November 1, 2004 forward at that same monthly fee of $8,000.
The contract was terminated in February 2010. Product sales to PulverDryer during the fiscal years ended May 31, 2011 and 2010 totaled $0 and $1,408, respectively.

In connection with the contract, the Board authorized Wayne Case, the Companys Chief Executive Officer, to provide advisory services to PulverDryer, and permitted Mr. Case to receive as
compensation the total consulting fees paid by PulverDryer from June 2004 through October 2004. From November 2004 to February 2010, Mr. Case received 40% of the ongoing consulting fee from PulverDryer, which percentage was determined by the
Compensation Committee. Mr. Case also served on the board of directors of PulverDryer through the termination of the contract.



37



---

Schmitt Industries, Inc.

Notes to Consolidated Financial Statements

For The Years Ended May 31, 2011 and 2010



NOTE 11

ACQUISITIONS

Optical Dimensions

On
September 30, 2009, the Company completed an Asset Purchase Agreement (the Agreement) with Optical Dimensions, a sole proprietorship, pursuant to which the Company acquired all of the assets and assumed certain liabilities of
Optical Dimensions. As a result, the Company now owns and operates Optical Dimensions business, including its patented laser light scatter roughness measurement technology. The total purchase price for the acquisition was $200,293 which
includes the value of the shares issued and the cash paid. The Agreement provided that the Company pay cash of $100,000 and issue 24,642 shares of common stock of the Company. The number of shares issued was equal to $100,000 of value based on the
average closing price of the Companys common stock, as reported on the NASDAQ National Market, over the five-day period immediately prior to closing. Based upon the closing price on September 30, 2009, as reported on the NASDAQ Capital
Market, the aggregate non-cash value of the Companys 24,642 shares issued was $100,293.

The following table summarizes
the estimated fair values of the assets acquired and the liabilities assumed at the date of acquisition:



|                                         |  |   |         |  
|---------------------------------------- |  | - | ------- | -
|Tangible assets and liabilities assumed: |  |   |         |  
|Receivables                              |  | $ | 33,434  |  
|Inventory                                |  |   | 40,000  |  
|Property and equipment                   |  |   | 17,757  |  
|Prepaid expenses                         |  |   | 2,955   |  
|Accounts payable                         |  |   | (9,374  | )
|Intangible assets                        |  |   |         |  
|Purchased technology                     |  |   | 115,521 |  
|                                         |  |   |         |  
|                                         |  | $ | 200,293 |  
|                                         |  |   |         |  

The allocation process requires an analysis and valuation of acquired assets, including technologies,
customer contracts and relationships and trade names, and liabilities assumed, including contractual commitments and legal contingencies. The values assigned to certain acquired assets and liabilities were based upon information available as of
November 30, 2009.

Purchased technology relates to Optical Dimensions patented laser light scatter roughness
measurement technology that has reached technological feasibility. The fair value of the purchased technology is being amortized over the expected useful life of five years.



38



---

Report of Independent Registered Public Accounting Firm

Board of Directors and Shareholders

Schmitt
Industries, Inc.

We have audited the accompanying consolidated balance sheets of Schmitt Industries, Inc. and its
subsidiaries as of May 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders equity and comprehensive income and cash flows for the years then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Schmitt Industries, Inc. as of May 31, 2011 and 2010 and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United
States of America.

/s/ MOSS ADAMS LLP

Portland, Oregon

August 9, 2011



39



---

|Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|------- | ------------------------------------------------------------------------------------

None.

Item 9A. 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 are 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 the our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal controls over financial reporting (as defined in Exchange
Act Rules 13a-15(f) and 15d-15(f)). Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the
framework in Internal Controls  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control  Integrated Framework, our
management concluded that our internal controls over financial reporting were effective as of May 31, 2011.

This annual
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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended May 31, 2011 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.



|Item 9B. | Other Information
|-------- | -----------------

None.



40



---

PART III

Certain information required by Part III is included in the Companys definitive Proxy Statement for its 2011 Annual Meeting of Shareholders (Proxy Statement) and is incorporated herein
by reference. The Proxy Statement will be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 not later than 120 days after the end of the fiscal year covered by this Report.



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

The information required by this item is included in the Companys Proxy Statement relating to the 2011 Annual Meeting of Shareholders and is incorporated herein by reference.



|Item 11. | Executive Compensation
|-------- | ----------------------

The information required by this item is included in the Companys Proxy Statement relating to the 2011 Annual Meeting of
Shareholders and is incorporated herein by reference.



|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The information required by this item is included in the Companys Proxy Statement relating to the 2011 Annual Meeting of
Shareholders and is incorporated herein by reference.



|Item 13. | Certain Relationships and Related Transactions and Director Independence
|-------- | ------------------------------------------------------------------------

The information required by this item is included in the Companys Proxy Statement relating to the 2011 Annual Meeting of Shareholders and is incorporated herein by reference.



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------

The information required by this item is included in the Companys Proxy Statement relating to the 2011 Annual Meeting of Shareholders and is incorporated herein by reference.



41



---

PART IV



|Item 15. | Exhibits and Financial Statement Schedules
|-------- | ------------------------------------------



| | (a) | Financial Statements:
| | --- | ---------------------



|    |  |                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Consolidated Balance Sheets as of May 31, 2011 and 2010                                                                                                                                                                
|    | 
|    |  | Consolidated Statements of Operations for the years ended May 31, 2011 and 2010                                                                                                                                        
|    | 
|    |  | Consolidated Statements of Cash Flows for the years ended May 31, 2011 and 2010                                                                                                                                        
|    | 
|    |  | Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income for the years ended May 31, 2011 and 2010                                                                                          
|    | 
|    |  | Notes to Consolidated Financial Statements for the years ended May 31, 2011 and 2010                                                                                                                                   
|    | 
|    |  | Reports of Independent Registered Public Accounting Firms                                                                                                                                                              
|    | 
|(2) |  | Financial Statement Schedules:All financial statement schedules are omitted either because they are not applicable, not required, or the required information is included in
the financial statements or notes thereto.
|    | 
|(3) |  | Exhibits:Reference is made to the list on page 44 of the Exhibits filed with this report.                                                                                                                              



42



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.By:

/S/    WAYNE A.
CASEWayne A. CaseChairman of the Boardand Chief Executive Officer


Date: August 9, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on
August 9, 2011.



|                                                   |  |                                                                                   
|-------------------------------------------------- |  | ----------------------------------------------------------------------------------
|Signature                                          |  | Title                                                                             
|                                                   | 
|/S/    WAYNE A.
CASE Wayne A. Case                 |  | Chairman of the Board and Chief Executive Officer (Principal Executive Officer)   
|                                                   | 
|/S/    JAMES A.
FITZHENRY James A. Fitzhenry       |  | Director and President                                                            
|                                                   | 
|/S/    JEFFREY T
SIEGAL Jeffrey T Siegal           |  | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
|                                                   | 
|/S/    MAYNARD
BROWN Maynard Brown                 |  | Director                                                                          
|                                                   | 
|/S/    TIMOTHY D.J.
HENNESSY Timothy D.J. Hennessy |  | Director                                                                          
|                                                   | 
|/S/    DAVID M.
HUDSON David M. Hudson             |  | Director                                                                          
|                                                   | 
|/S/    MICHAEL J.
ELLSWORTH Michael J. Ellsworth   |  | Director                                                                          



43



---

INDEX TO EXHIBITS



|                                                                                                                                                                                                                                              |  |                                                                                                                                                                                                                                               
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibits                                                                                                                                                                                                                                      |  | Description                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                             
|Exhibits marked with an asterisk (*) are incorporated by reference to exhibits or appendices previously filed with the Securities and Exchange Commission, as indicated
by the references in brackets. All other exhibits are filed herewith.
|                                                                                                                                                                                                                                              | 
|*2.1                                                                                                                                                                                                                                          |  | Arrangement Agreement by and among Schmitt Industries, Inc., Schmitt Industries (Canada) Limited, and Xtero Datacom Inc. dated December
14, 2007. [Form 10-Q for the fiscal quarter ended February 29, 2008, Exhibit 2.1]                     
|                                                                                                                                                                                                                                              | 
|*2.2                                                                                                                                                                                                                                          |  | Amending Agreement to Arrangement Agreement by and among Schmitt Industries, Inc., Schmitt Industries (Canada) Limited, and Xtero
Datacom Inc. dated February 7, 2008. [Form 10-Q for the fiscal quarter ended February 29, 2008, Exhibit 2.2]
|                                                                                                                                                                                                                                              | 
|*2.3                                                                                                                                                                                                                                          |  | Asset Purchase Agreement between Schmitt Industries, Inc., and Glenn Valliant, an individual doing business as Optical Dimensions, dated
September 30, 2009. [Form 10-Q for the fiscal quarter ended November 30, 2009, Exhibit 2.1]          
|                                                                                                                                                                                                                                              | 
|*3.1                                                                                                                                                                                                                                          |  | Second Restated Articles of Incorporation of Schmitt Industries, Inc. [Form 10-K for the fiscal year ended May 31, 1999, Exhibit 3(i)]                                                                                                        
|                                                                                                                                                                                                                                              | 
|*3.2                                                                                                                                                                                                                                          |  | Second Restated Bylaws of Schmitt Industries, Inc. [Form 10-K for the fiscal year ended May 31, 1999, Exhibit 3(ii)]                                                                                                                          
|                                                                                                                                                                                                                                              | 
|*4.1                                                                                                                                                                                                                                          |  | See exhibits 3.1 and 3.2 for provisions of the Articles of Incorporation and Bylaws defining the rights of security holders.                                                                                                                  
|                                                                                                                                                                                                                                              | 
|*10.1                                                                                                                                                                                                                                        |  | Schmitt Industries, Inc. Amended & Restated Stock Option Plan. [Form 10-K for the fiscal year ended May 31, 1999, Exhibit 10.1]                                                                                                               
|                                                                                                                                                                                                                                              | 
|*10.2                                                                                                                                                                                                                                        |  | Schmitt Industries, Inc. 2004 Stock Option Plan. [Appendix B to Schedule 14A filed on August 23, 2004]                                                                                                                                        
|                                                                                                                                                                                                                                              | 
|*14.1                                                                                                                                                                                                                                         |  | Code of Ethics and Business Conduct. [Form 10-K for the fiscal year ended May 31, 2004, Exhibit 14.1]                                                                                                                                         
|                                                                                                                                                                                                                                              | 
|21.1                                                                                                                                                                                                                                          |  | Subsidiaries of Schmitt Industries, Inc. as of May 31, 2011.                                                                                                                                                                                  
|                                                                                                                                                                                                                                              | 
|23.1                                                                                                                                                                                                                                          |  | Consent of Independent Registered Public Accounting Firm.                                                                                                                                                                                     
|                                                                                                                                                                                                                                              | 
|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.                                                        



| | Management contract or compensatory plan or arrangement required to be filed as an exhibit to this Form 10-K.
|- | -------------------------------------------------------------------------------------------------------------



44