<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For The Quarterly Period ended June 30, 1995
Commission File Number 0-6955
WALBRO CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State of incorporation)
38-1358966
(I.R.S. Employer ID No.)
6242 Garfield Street, Cass City, MI 48726
(Address of principal executive offices) (Zip Code)
(517) 872-2131
Registrant's telephone number, including area code
Indicate by check mark whether the registrant 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 (of for such shorter period that the registrant
was required to file such reports) and has been subject to such filing
requirements for the past 90 days.
Yes __X__ No_____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 11, 1995
Common Stock (one class): 8,564,576
<PAGE> 2
PART I
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INTRODUCTION TO THE CONSOLIDATED FINANCIAL STATEMENTS
The condensed consolidated financial statements of Walbro Corporation and
subsidiaries (the "Company") have been prepared by the Company without audit,
pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations. The Company believes that the disclosures are adequate to make
the information presented not misleading when read in conjunction with the
financial statements and the notes thereto included in the Company's Form 10-K
as filed with the Securities and Exchange Commission for the year ended
December 31, 1994.
The financial information presented reflects all adjustments (consisting
only of normal recurring adjustments) which are, in the opinion of management,
necessary for a fair statement of the results for interim periods presented.
The results for the interim periods are not necessarily indicative of the
results to be expected for the year.
1
<PAGE> 3
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
6/30/95 12/31/94
ASSETS (Unaudited)
<S> <C> <C>
CURRENT ASSETS:
CASH $ 3,419 $ 4,540
ACCOUNTS RECEIVABLE (NET) 69,928 66,333
INVENTORIES 33,939 31,439
OTHER CURRENT ASSETS 8,688 7,664
---------- ----------
TOTAL CURRENT ASSETS 115,974 109,976
PROPERTY, PLANT & EQUIPMENT:
LAND, BUILDINGS & IMPROVEMENTS 47,010 45,902
MACHINERY & EQUIPMENT 116,682 93,127
---------- ----------
SUBTOTAL 163,692 139,029
LESS: ACCUMULATED DEPRECIATION (57,209) (50,737)
---------- ----------
NET PROPERTY, PLANT & EQUIPMENT 106,483 88,292
OTHER ASSETS:
GOODWILL (NET) 19,025 16,905
JOINT VENTURES, INVESTMENTS &
OTHER 46,007 42,193
---------- ----------
TOTAL OTHER ASSETS 65,032 59,098
---------- ----------
TOTAL ASSETS $ 287,489 $ 257,366
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
2
<PAGE> 4
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
<TABLE>
<CAPTION>
6/30/95 12/31/94
LIABILITIES (Unaudited)
<S> <C> <C>
CURRENT LIABILITIES:
CURRENT PORTION LONG-TERM DEBT $ 923 $ 8,442
NOTES PAYABLE-BANKS 7,109 6,970
ACCOUNTS PAYABLE 25,861 23,252
ACCRUED LIABILITIES 17,411 12,934
---------- ----------
TOTAL CURRENT LIABILITIES 51,304 51,598
LONG-TERM DEBT, NET OF CURRENT 86,322 66,136
OTHER LONG-TERM LIABILITIES 13,633 11,717
---------- ----------
TOTAL LONG-TERM LIABILITIES 99,955 77,853
STOCKHOLDERS' EQUITY
COMMON STOCK, $.50 PAR VALUE; 4,282 4,282
AUTHORIZED 25,000,000;
OUTSTANDING 8,564,576 IN 1995 AND 1994
PAID-IN CAPITAL 64,221 64,221
RETAINED EARNINGS 63,050 55,855
OTHER STOCKHOLDERS' EQUITY 4,677 3,557
---------- ----------
TOTAL STOCKHOLDERS' EQUITY 136,230 127,915
---------- ----------
TOTAL LIABILITIES &
STOCKHOLDERS' EQUITY $ 287,489 $ 257,366
========== ==========
</TABLE>
The accompanying notes are an integral part of these consolidated balance
sheets.
3
<PAGE> 5
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share data)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
6/30/95 6/30/94 06/30/95 06/30/94
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
NET SALES $ 90,034 $ 83,976 $188,291 $166,181
COST OF SALES & EXPENSES:
COST OF SALES 73,036 66,335 150,585 131,308
SELLING AND ADMINISTRATIVE EXPENSES 11,490 9,834 24,152 19,353
INTEREST EXPENSE, NET 1,449 915 2,538 1,537
OTHER EXPENSE 95 356 416 662
------- ------- -------- --------
TOTAL 86,070 77,440 177,691 152,860
INCOME BEFORE INCOME TAXES AND
JOINT VENTURES 3,964 6,536 10,600 13,321
PROVISION FOR INCOME TAXES 1,197 2,434 3,751 4,953
EQUITY IN (INCOME) OF JOINT VENTURES (1,068) (359) (2,074) (592)
------- ------- -------- --------
NET INCOME $ 3,835 $ 4,461 8,923 8,960
======= ======= ======== ========
NET INCOME PER SHARE $0.45 $0.52 $1.04 $1.04
AVERAGE SHARES OUTSTANDING 8,601,645 8,606,773 8,599,490 8,608,474
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
4
<PAGE> 6
WALBRO CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
6/30/95 6/30/94
(Unaudited)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME $ 8,923 $ 8,960
ADJUSTMENTS TO RECONCILE NET INCOME TO NET
CASH PROVIDED BY OPERATING ACTIVITIES:
DEPRECIATION & AMORTIZATION 7,838 6,935
(GAIN) LOSS ON DISPOSITION OF ASSETS 144 55
(INCOME) OF JOINT VENTURES (2,074) (592)
CHANGES IN ASSETS AND LIABILITIES:
DEFERRED INCOME TAXES (1,800) 0
DEFERRED PENSION & OTHER 2,442 1,368
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES 6,108 1,294
ACCOUNTS RECEIVABLE, NET (197) (15,815)
INVENTORIES (1,634) (1,395)
PREPAID EXPENSES AND OTHER (1,729) (545)
-------- --------
TOTAL ADJUSTMENTS 9,098 (8,695)
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 18,021 265
CASH FLOWS FROM INVESTING ACTIVITIES:
PURCHASE OF FIXED ASSETS (20,730) (7,280)
ACQUISITIONS, NET OF CASH ACQUIRED 105 0
INCREASE OF OTHER ASSETS (3,767) (1,332)
INVESTMENT IN JOINT VENTURES & OTHER (2,232) (1,611)
PROCEEDS FROM DISPOSAL OF ASSETS 309 115
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (26,315) (10,108)
CASH FLOWS FROM FINANCING ACTIVITIES:
NET BORROWINGS UNDER LINE-OF-CREDIT
AGREEMENTS 10,787 7,611
DEBT REPAYMENTS (634) 0
PROCEEDS FROM ISSUANCE OF DEBT 0 153
PROCEEDS FROM ISSUANCE OF COMMON STOCK 0 219
CASH DIVIDENDS PAID (1,713) (1,711)
-------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 8,440 6,272
EFFECT OF EXCHANGE RATE CHANGES ON CASH (1,267) (1,013)
-------- --------
NET DECREASE IN CASH (1,121) (4,584)
CASH BEGINNING BALANCE 4,540 4,605
-------- --------
CASH ENDING BALANCE $ 3,419 $ 21
======== ========
</TABLE>
The accompanying notes are an integral part of these consolidated statements.
5
<PAGE> 7
WALBRO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUBSEQUENT EVENT
On July 27, 1995, the Company, through certain of its wholly-owned
subsidiaries, acquired the plastic fuel tank business of Dyno Industrier AS,
(Dyno) Oslo, Norway. The plastic fuel tank division of Dyno supplies plastic
fuel tank systems to most European vehicle manufacturers through its operations
in France, Spain, Norway, Great Britain, Germany, and Belgium. Dyno Fuel
Systems Business sales approximated $147 million in 1994. The net purchase
price for the acquisition of Dyno's Fuel Systems Business was approximately
$124 million (approximately $138 million less approximately $14 million in cash
acquired by the Company), exclusive of expenses of the transaction. The
purchase price is subject to certain post-closing adjustments. The Company
financed the acquisition through a combination of a private placement of $110
million of 9 7/8% Senior Notes due 2005 (the Notes) and a new $135 million
credit facility (the New Credit Facility) with a group of Commercial Banks.
The Notes are general unsecured obligations of the Company with
interest payable semi-annually. The Notes are guaranteed by each of the
significant domestic wholly-owned subsidiaries.
Except as noted below, the Notes are not redeemable at the Company's
option prior to July 15, 2000. Thereafter, the Notes will be redeemable, in
whole or in part, at the option of the Company at various redemption prices as
set forth in the Note Indenture, plus accrued and unpaid interest thereon to
the redemption date. In addition, prior to July 15, 1998, the Company may, at
its option, redeem up to an aggregate of 30% of the principal amount of the
Notes originally issued with the net proceeds from one or more public equity
offerings at the redemption price specified in the Note Indenture plus accrued
interest to the date of redemption.
Also, in the event of a change in control, the Company will be
obligated to make an offer to purchase all of the outstanding Notes at a
redemption price of 101% of the principal amount thereof plus accrued interest
to the date of repurchase. Also, in certain circumstances, the Company will be
required to make an offer to repurchase the Notes at a price equal to 100% of
the principal amount thereof, plus accrued interest to the date of repurchase,
with the net cash proceeds of certain asset sales.
The New Credit Facility consists of a $135,000,000 multi-currency
revolving loan facility for the Company and certain of its wholly-owned
domestic and foreign subsidiaries, including a $5,000,000 swing line facility
and a $17,000,000 letter of credit facility. The New Credit Facility has an
initial term of five years, with annual one year extensions of the revolving
credit portion of the facility available in the lender's discretion.
At any time within three years after closing of the New Credit
Facility, the Company may convert up to $70,000,000 of revolving credit loans
under the New Credit Facility to term loans in minimum amounts of $15,000,000
with maturities not exceeding seven years from the closing of the New Credit
Facility.
Borrowings under the New Credit Facility bear interest at a per
annum rate equal to the agent's base rate or the prevailing interbank offered
rate in the applicable offshore currency market, plus an additional margin
ranging from 0.5% to 1.75% based on certain financial ratios of the Company.
The annual letter of credit fee will range from 0.5% to 1.5% based on the same
financial ratios. The Company will also be required to pay a quarterly unused
facility fee.
Borrowings under the New Credit Facility are secured by first liens
on the inventory, accounts receivable and certain intangibles of the Company
and its wholly-owned domestic subsidiaries and by a pledge of 100% of the stock
of wholly-owned domestic subsidiaries, and 65% of the stock of wholly-
owned foreign subsidiaries. Collateral for the New Credit Facility secures
the 2004 Notes on an equal and ratable basis. The Company and its wholly-owned
domestic subsidiaries guarantee payment of domestic and foreign borrowings
under the New Credit Facility. The Company's wholly-owned foreign subsidiaries
guarantee payment of foreign borrowings under the New Credit Facility.
The Note Indenture and the New Credit Facility contain numerous
restrictive covenants including, but not limited to, the following matters:
(i) maintenance of certain financial ratios and compliance with certain
financial tests and limitations; (ii) limitations on payment of dividends,
incurrence of additional indebtedness and granting of certain liens; (iii)
restrictions on mergers, acquisitions, asset sales, sales of subsidiary stock,
capital expenditures and investments; (iv) issuance of preferred stock by
subsidiaries and (v) sale and leaseback transactions.
6
<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations
THREE MONTHS ENDED JUNE 30, 1995 VS. THREE MONTHS ENDED JUNE 30, 1994
Net sales in the second quarter of 1995 increased 7.1% to $90.0
million compared to $84.0 million for the same period of 1994. Sales of
automotive products increased 1.9% to $52.8 million for the second quarter of
1995 compared to $51.8 million for the same period of 1994. Sales of
automotive products were lower than expected for the second quarter of 1995
because of a slower than scheduled start-up of a customer's major new vehicle
line with significant product content by the Company and a reduction in U.S.
passenger car sales and production during the quarter. Total vehicle sales in
the U.S. market declined by 2.2% during the second quarter and passenger car
sales declined by 4.4%. Both of these factors caused lower sales of fuel pumps
and fuel rails compared to the prior year period. The slow start-up of the
customer's new line negatively affected fuel module sales, but stronger sales
of light trucks during the quarter caused an overall increase in sales of fuel
modules. In addition, sales of the Company's new plastic fuel tanks
contributed to the sales increase, the first sales of which were recorded in
the fourth quarter of 1994.
Sales of small engine products increased 13.3% to $29.8 million for
the second quarter of 1995 compared to $26.3 million for the same period in
1994. Most of the increase was the result of increased sales of diaphragm
carburetors, as sales of float feed carburetors in the U.S. were down in the
second quarter. Sales of diaphragm carburetors increased by 24.9% for the
second quarter of 1995 with approximately 70% of the increase derived from
international sales, primarily from Japan and Singapore. About 36% of the
diaphragm carburetor sales increase was attributable to foreign currency
fluctuations. Float feed carburetor sales declined by 16.1% for the second
quarter of 1995 as unseasonably cool spring weather caused lower domestic sales
of lawn and garden and outdoor power equipment. A significant portion of the
sales increase in small engine products resulted from increased sales at the
Company's new subsidiary in China and increased sales of ignition systems.
Sales to the aftermarket increased 11.9% to $6.6 million for the
second quarter of 1995 compared to $5.9 million for the same period of 1994,
with increased sales in all product areas. Automotive fuel system products
reported the largest sales increase because the Company's larger aftermarket
customers bought a broader line of products in greater quantities.
7
<PAGE> 9
Cost of sales for the second quarter of 1995 increased 10.1% to $73.0
million compared to $66.3 million for the same period of 1994, while cost of
sales as a percent of net sales was 81.1% compared to 79.0% for the same 1994
period. In automotive products, the cost of sales percentage increase resulted
from lower sales volumes of fuel pumps and fuel rails. In small engine
products, the higher cost of sales as a percentage of net sales was due to
lower float feed carburetor sales volume in the U.S. in conjunction with higher
cost of sales in Japan and Singapore caused by the weaker U.S. Dollar.
Selling and administrative ("S & A") expenses increased 16.8% for the
second quarter of 1995 compared to the second quarter of 1994 and increased as
a percent of sales because of increased spending for research and development
and for expansion of the Company's automotive systems center in Auburn Hills,
MI. In addition, S & A expenses increased in Japan and Singapore because of
the weaker U.S. Dollar. Research and development expenses increased as efforts
were expanded to develop new products to meet EPA regulations for automotive
evaporative emissions and EPA regulations for small engine exhaust emissions.
Interest expense increased because of higher interest rates and because of
increased borrowings for additional working capital and for capital
expenditures.
Provision for income taxes was 50.8% lower for the second quarter of
1995 compared to the same period of 1994 because of lower taxable income and a
lower year-to-date effective tax rate for 1995 of 35.4% compared to 37.2% for
1994. The equity in income from joint ventures in the second quarter of 1995
was $1.07 million versus the comparable period income of $.36 million in 1994,
primarily because of increased sales and improved profitability at Marwal
Systems and at Marwal do Brasil, the Company's joint ventures in France and
Brazil respectively.
Net income for the second quarter of 1995 was $3.8 million, a decrease
of 15.6% compared to $4.5 million for the same period last year, as a result of
the reasons described above. Net income per share for the second quarter or
1995 was $.45 compared with $.52 for the same 1994 period.
SIX MONTHS ENDED JUNE 30, 1995 VS. SIX MONTHS ENDED JUNE 30 1994
Net sales for the first six months of 1995 increased 13.3% to $188.3
million compared to $166.2 million for the same period of 1994. Sales of
automotive products increased 13.5% to $111.7 million for the 1995 period
compared to $98.4 million for the 1994 period. The increased automotive
product sales were primarily the result of increased sales during the first
quarter of 1995.
Sales of small engine products increased 10.8% to $61.4 million for
the first six months of 1995 compared to $55.4 million for the same period of
1994. Sales of diaphragm carburetors increased by 13.3% for the first six
months of
8
<PAGE> 10
1995 while sales of float feed carburetors decreased by 6.0% compared
to the same period of 1994. Most of the increased sales of diaphragm
carburetors occurred in the second quarter and were derived primarily from
international sales. Approximately 55% of the increased sales during the
first six months of 1995 resulted from foreign currency fluctuations. The
weather related decline in U.S. sales of float feed carburetors during the
second quarter of 1995 more than offset the small increase in sales during the
first quarter of 1995. Ignition products and carburetors for two-wheeled
vehicles in China represented a significant portion of the small engine product
sales increase for the first six months of 1995.
Sales to the aftermarket increased 9.7% to $13.6 million for the first
six months of 1995 compared to $12.4 million for the same period of 1994.
Sales increased in all product areas due to the same reasons stated above for
the second quarter.
Cost of sales for the first six months of 1995 increased 14.7% to
$150.6 million compared to $131.3 million for the same period of 1994. Cost of
sales as a percent of net sales was 80.0% compared to 79.0% for the first half
of 1994. S & A expenses increased by 24.8% for the first six months of 1995
compared to the same period of 1994. The increases in all of the categories
of costs and expenses for the six-month period were due to the same reasons
stated above for the second quarter.
The provision for income taxes was 24.3% lower for the first six
months of 1995 compared to the same period of 1994 because of lower taxable
income and a lower effective tax rate of 35.4% for the 1995 six-month period
compared to 37.2% for the same 1994 period. The equity in income from joint
ventures was $2.07 million for the first six months of 1995 compared to the
1994 income of $.59 million for the same period, primarily due to the same
reasons stated above for the second quarter.
Net income for the first six months of 1995 was $8.9 million, a
decrease of 1.1% compared to net income of $9.0 million for the same period of
1994. The decrease was due to the reasons described above. Net income per
share was $1.04, unchanged from the first six months of 1994.
Foreign Currency Transactions
Approximately 24% of the Company's sales during the first six months
of 1995 were derived from international manufacturing operations in Japan,
China, Singapore and Mexico. The financial position and the results of
operations of the Company's subsidiaries in Japan, Walbro Japan, Inc. and
Walbro Automotive Japan, Inc., (8% of sales) and in China, Fujian Hualong
Carburetor
9
<PAGE> 11
Co., Ltd., (1% of sales) are measured in local currency of the countries in
which they operate and translated into U.S. dollars. The effects of foreign
currency fluctuations in Japan and China are somewhat mitigated by the fact
that expenses are generally incurred in the same currencies in which sales are
generated and the reported income of these subsidiaries will be higher or lower
depending on a weakening or strengthening of the U.S. dollar.
For the Company's subsidiary in Singapore, Walbro Singapore Pte. Ltd.,
(6% of sales), the expenses are generally incurred in the local currency, but
sales are generated in U.S. dollars; therefore, results of operations are more
directly influenced by a weakening or strengthening of the local currency. The
Company's subsidiary in Mexico, Walbro de Mexico, S.A. de C.V., (9% of sales)
operates as a maquiladora, or contract manufacturer, where only certain direct
manufacturing expenses are incurred in the local currency and sales are
generated in U.S. dollars. Thus, results of operations of the Company's
subsidiary in Mexico are also more directly influenced by a weakening or
strengthening of the local currency.
Approximately 13% of the Company's net assets at June 30, 1995, are
based in its foreign operations and are translated into U.S. dollars at
foreign currency exchange rates in effect as of the end of each period.
Accordingly, the Company's consolidated shareholders' equity will fluctuate
depending upon the weakening or strengthening of the U.S. dollar. In addition,
the Company has equity investments in unconsolidated joint ventures in France,
Brazil, Japan and Korea. The Company's reported income from these joint
ventures will be higher or lower depending upon a weakening or strengthening of
the U.S. dollar.
The acquisition of Dyno in July, 1995 (discussed below) will result
in a significant increase in the foreign component of the Company's operations.
Specifically, giving effect to the Dyno acquisition on a pro forma basis,
approximately 47% of the Company's net sales for the six months ended June 30,
1995 and approximately 39% of the Company's net assets at June 30, 1995 would
have been related to foreign operations.
The Company's strategy for management of currency risk relies
primarily upon the use of forward currency exchange contracts to manage its
exposure to foreign currency fluctuations related to its operations in foreign
countries, to manage its firm transaction commitments in foreign currencies and
to hedge its equity investment in certain foreign joint ventures.
Liquidity and Capital Resources
As of June 30, 1995, the Company had outstanding $8.0 million in
short-term debt, including current portion of long-term debt, and $86.3 million
in long-term debt. As of June 30, 1995, the approximate minimum principal
payments required on the
10
<PAGE> 12
Company's long-term debt in each of the five fiscal years subsequent to
December 31, 1994 are $8.5 million in 1995, $1.0 million in 1996, $1.4 million
in 1997, $7.5 million in 1998 and $7.1 million in 1999.
On July 27, 1995, the Company, through certain of its wholly-owned
subsidiaries, acquired the Fuel Systems Business of Dyno Industrier A.S.
("Dyno"), Oslo, Norway. Dyno's Fuel Systems Business supplies plastic fuel
tanks to most European vehicle manufacturers through production facilities in
Belgium, France, Germany, Norway, Spain and the United Kingdom. Dyno's fuel
system sales approximated $147 million in 1994.
The net purchase price of the acquisition of Dyno's Fuel Systems
Business was approximately $124 million (approximately $138 million less
approximately $14 million in cash acquired by the Company). The Company
financed the acquisition through the combination of a private placement of $110
million in aggregate principal amount of its 9 7/8% Senior Notes due 2005 and a
new $135 million secured Credit Facility with a group of commercial banks. At
August 1, 1995, the Company had available to it approximately $86 million under
the New Credit Facility. See Note 1 of the Notes to consolidated Financial
Statements for further discussion.
The Company's (including Dyno's) plans for 1995 capital expenditures
for facilities, equipment and tooling total approximately $45.1 million, of
which approximately $23.4 million represents maintenance expenditures. The
Company intends to finance the capital expenditures with the New Credit
Facility and cash from operations.
Management believes that the Company's long-term cash needs will
continue to be provided principally by operating activities supplemented, to
the extent required, by borrowing under the Company's existing and future
credit facilities. Management expects to replace these credit facilities as
they expire with comparable facilities.
As of June 30, 1995, accounts receivable amounted to $69.9 million, an
increase of $11.6 million, compared to $58.3 million at June 30, 1994. The
average collection period at June 30, 1995 was 63.3 days, slightly higher than
the average collection period during calendar 1994 and increased for the
reasons listed below for 1994. The average collection period in calendar
year 1994 was 62.3 days compared to 56.8 days in 1993 and 55.0 days in 1992.
Approximately 55% of the accounts receivable increase in 1994 was due to
increased sales in 1994, while the remaining increase was due to longer
collection periods. The average collection period in 1994 increased primarily
because of a substantial increase in fuel pump sales to the Company's Marwal
joint ventures, which received longer payment terms consistent with customary
payment practices in Europe and South America.
11
<PAGE> 13
PART II
OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
(a) The Annual Meeting of Stockholders of the Company was held on April
19, 1995.
(b) The Stockholders voted to elect two Class II directors to the
Company's Board of Directors, with the following votes:
<TABLE>
<CAPTION>
Authority Broker
Directors For Against Withheld Abstentions Non-Votes
--------- --- ------- -------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Lambert E. Althaver 7,600,943 --- 25,693 --- ---
John E. Utley 7,597,011 --- 29,625 --- ---
</TABLE>
(c) The Stockholders voted to approve the Amended and Restated Walbro
Corporation Equity Based Long-Term Incentive Plan ("Equity Plan").
The Equity Plan was amended and restated primarily in order to give
non-employee directors an opportunity to receive stock options and
to defer the receipt of compensation consistent with competitive
practices of other public companies. The Equity Plan also was amended
and restated in order (i) to continue qualification of the Equity
Plan pursuant to Rule 16b-3 under the Securities Exchange Act of 1934,
(ii) to qualify the Equity Plan under Section 162 (m) of the Internal
Revenue Code, (iii) to increase the number of shares authorized for
issuance under the Equity Plan, and (iv) to make other changes in
respect to administration to reflect regulatory changes deemed
appropriate by the Board with the following votes:
<TABLE>
<CAPTION>
Authority Broker
For Against Withheld Abstentions Non-Votes
--- ------- -------- ----------- ---------
<S> <C> <C> <C> <C>
6,689,983 736,833 55,900 --- ---
</TABLE>
(d) The Stockholders voted to amend the Walbro Corporation Restated
Certificate of Incorporation to increase the Company's authorized
capital and the authorized shares of Common Stock with the following
votes:
<TABLE>
<CAPTION>
Authority Broker
For Against Withheld Abstentions Non-Votes
--- ------- -------- ----------- ---------
<S> <C> <C> <C> <C>
7,150,715 360,572 69,720 --- ---
</TABLE>
12
<PAGE> 14
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits - none
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the quarter.
13
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WALBRO CORPORATION
(Registrant)
Dated: August 14, 1995 /s/ L. E. Althaver
_____________________________________
L. E. Althaver, Chairman, President
and Chief Executive Officer
Dated: August 14, 1995 /s/ Michael A. Shope
_____________________________________
Michael A. Shope
Chief Financial Officer and Treasurer
14
<PAGE> 16
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
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0
0
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</TABLE>
