<PAGE>
<PAGE> 1
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended September 30, 1994
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 No. 1-7200
Wynn's International, Inc.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C>
Delaware 95-2854312
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 North State College Blvd., Suite 700, Orange, CA 92668
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (714) 938-3700
Former name, former address & former fiscal year, if changed since last report.
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 ( )
At November 7, 1994, Registrant had 5,566,867 shares of common stock
outstanding.
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WYNN'S INTERNATIONAL, INC.
I N D E X
----------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I - Financial Information
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets -
September 30, 1994 (unaudited) and
December 31, 1993 2
Unaudited Consolidated Condensed Statements
of Income - Three and Nine Months Ended
September 30, 1994 and 1993 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Nine Months Ended
September 30, 1994 and 1993 4-5
Notes to Unaudited Consolidated Condensed
Financial Statements 6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-10
Part II - Other Information
Item 1 - Legal Proceedings 11
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
Exhibits
Exhibit 11 - Computation of Net Income Per
Common Share - Primary
Exhibit 11 - Computation of Net Income Per
Common Share - Assuming Full Dilution
Exhibit 27 - Financial Data Schedule
</TABLE>
<PAGE>
<PAGE> 3
WYNN'S INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
September 30
1994 December 31
ASSETS (unaudited) 1993
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 12,713 $ 21,397
Accounts receivable, less $1,946 allowance for
doubtful accounts ($1,848 at December 31, 1993) 51,204 46,631
Inventories:
Finished goods 20,978 19,929
Raw materials and work in process 19,221 18,895
--------- ---------
40,199 38,824
Prepaid expenses and other current assets
(including prepaid taxes based on income
of $5,831 at September 30, 1994 and $3,176
at December 31, 1993) 13,720 10,772
--------- ---------
Total current assets 117,836 117,624
Property, plant and equipment, at cost less
accumulated depreciation and amortization 46,050 40,912
Other assets 8,508 9,263
--------- ---------
$172,394 $167,799
========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable $ 34 $ 809
Accounts payable 19,614 19,564
Dividends payable 613 610
Taxes based on income 1,244 2,494
Accrued liabilities 27,658 24,636
Long-term debt due within one year 8,173 8,180
--------- ---------
Total current liabilities 57,336 56,293
Long-term debt due after one year 15,124 23,389
Deferred taxes based on income 6,342 3,675
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value;
500,000 shares authorized, none issued - -
Common stock, $1 par value;
20,000,000 shares authorized, 5,909,117
shares issued (5,877,322 at December 31, 1993) 5,909 5,877
Capital in excess of par value 9,708 9,275
Retained earnings 84,143 76,873
Equity adjustment from foreign currency
translation (1,705) (2,814)
Unearned compensation (882) (1,188)
Common stock held in treasury 347,250 shares,
at cost (347,250 at December 31, 1993) (3,581) (3,581)
--------- ---------
Total stockholders' equity 93,592 84,442
--------- ---------
$172,394 $167,799
========= =========
</TABLE>
See accompanying notes
2
<PAGE>
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WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands Except Per Share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30 September 30
------------------- -------------------
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 72,216 $ 73,193 $225,864 $215,021
Interest income 147 123 424 466
-------- -------- -------- --------
72,363 73,316 226,288 215,487
-------- -------- -------- --------
Cost and expenses:
Cost of sales 46,931 49,481 148,723 143,549
Selling, general & administrative 19,860 18,598 60,125 57,029
Interest expense 696 917 2,295 2,954
-------- -------- -------- --------
67,487 68,996 211,143 203,532
-------- -------- -------- --------
Income before taxes based on income 4,876 4,320 15,145 11,955
Provision for taxes based on income 1,833 1,841 6,043 5,200
-------- -------- -------- --------
Net income $ 3,043 $ 2,479 $ 9,102 $ 6,755
======== ======== ======== ========
Income per share of common stock:
Primary $ .53 $ .45 $1.60 $1.22
======== ======== ======== ========
Fully diluted $ .51 $ .43 $1.53 $1.17
======== ======== ======== ========
Cash dividend per common share $ .11 $ .11 $ .33 $ .31
======== ======== ======== ========
</TABLE>
See accompanying notes
3
<PAGE>
<PAGE> 5
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
-----------------------
1994 1993
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $221,383 $210,481
Cash paid to suppliers and employees (195,746) (178,558)
Cash paid on warranty kit claims (5,776) (5,068)
Interest received 497 330
Interest paid (2,946) (3,976)
Income taxes paid (7,408) (4,313)
Other cash disbursements - net (78) (22)
-------- --------
Net cash provided by operating activities 9,926 18,874
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (9,891) (7,154)
Proceeds from sale of property, plant and equipment 634 511
Other cash receipts - net 84 3
-------- --------
Net cash used in investing activities (9,173) (6,640)
-------- --------
Cash flows from financing activities:
Borrowings under lines of credit - net (775) 199
Payments of long-term debt (8,022) (8,338)
Dividends paid (1,829) (2,118)
Proceeds from exercise of stock options 215 204
Other cash disbursements - net - (1)
-------- --------
Net cash used in financing activities (10,411) (10,054)
-------- --------
Effect of exchange rate changes 974 (1,466)
-------- --------
Net increase (decrease) in cash and cash equivalents (8,684) 714
-------- --------
Cash and cash equivalents at beginning of year 21,397 14,667
-------- --------
Cash and cash equivalents at September 30 $ 12,713 $ 15,381
======== ========
</TABLE>
See accompanying notes
4
<PAGE>
<PAGE> 6
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
-----------------------
1994 1993
-------- --------
<S> <C> <C>
Reconciliation of net income to net cash
provided by operating activities
- - ----------------------------------------
Net income $ 9,102 $ 6,755
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 5,074 4,996
Provision for uncollectible accounts 171 217
Pension plan income not funded (2) (50)
Postretirement medical benefits not funded 129 224
Amortization of stock compensation 306 -
Gain on sale of property, plant & equipment (20) (11)
Provision (benefit) for deferred income taxes (115) 1,396
Decrease (increase) in:
Accounts receivable (net) (4,745) (4,676)
Inventories (1,375) 9,756
Prepaid expenses (292) 161
Other assets 294 50
Increase (decrease) in:
Accounts payable 50 98
Warranty kit reserves 1,159 449
Taxes based on income (1,250) (508)
Accrued liabilities 1,440 17
-------- --------
Total adjustments 824 12,119
-------- --------
Net cash provided by operating activities $ 9,926 $ 18,874
======== ========
</TABLE>
Supplemental disclosure of noncash investing
and financing activities
- - --------------------------------------------
In 1994 and 1993, additional common stock was
issued upon the conversion of $250,000 and
$500,000, respectively, of long-term debt in
each period.
See accompanying notes
5
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WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994 AND 1993
1) The accompanying unaudited consolidated condensed financial statements
include all adjustments which in the opinion of management are
necessary to a fair presentation of the information for the interim
period herein reported. These unaudited consolidated condensed
financial statements should be read in conjunction with the
consolidated financial statements included in the 1993 Annual Report to
Shareholders.
2) The results of operations for the nine months ended September 30, 1994
are not necessarily indicative of results of operations for the year
ending December 31, 1994. Accounting measurements at interim dates
inherently involve greater imprecision than at year-end, which is due,
in part, to increased reliance on the use of estimates at interim
dates.
3) The number of shares used in the calculation of primary and fully
diluted earnings per share information is as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
------------------ ------------------
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Primary 5,694,637 5,559,143 5,685,344 5,533,995
Fully diluted 6,141,688 6,046,169 6,134,797 6,040,458
</TABLE>
6
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<PAGE> 8
WYNN'S INTERNATIONAL, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- - ---------------------
Comparison of the three months ended September 30, 1994 and 1993
- - ----------------------------------------------------------------
Net sales for the third quarter of 1994 were $72.2 million, a 1% decrease
compared to $73.2 million in the third quarter of 1993. Sales decreased 12%
for the Automotive Parts & Accessories Division which is comprised of
Wynn's-Precision, Inc. (Precision), a Lebanon, Tennessee-based supplier of
O-rings, seals and molded rubber products, and Wynn's Climate Systems, Inc.
(WCS), a Fort Worth, Texas-based supplier of automotive air conditioning
products. Precision's revenues increased 21% in the third quarter of 1994
compared to the third quarter of 1993, principally due to higher sales volumes
at the Tennessee and Virginia operations. Precision's revenue growth was
attributable to the higher vehicle production rates in the U.S. automotive and
offroad construction industries and the general increase in U.S. industrial
activity. WCS experienced a 47% decrease in sales during the third quarter of
1994 compared to the third quarter of 1993. The revenue decline was
attributable to the previously announced conclusion of a substantial part of
WCS' Mazda kit assembly business and a reduction in sales to Rover resulting
from the previously announced expiration of a supply agreement. Sales to
Mazda, an importer of vehicles from Japan, decreased 71% during the most
recent quarter compared to the prior year due to decreased kit sales for the
323 model. Sales to the aftermarket, including WCS service centers, increased
19% during the quarter.
Sales for the Petrochemical Specialties Division, principally car care
products, increased 19% in the most recent quarter compared to the third
quarter of 1993. Sales increased 40% in the United States compared to the
prior year primarily due to higher sales of product warranty kits and sales to
direct export customers. Foreign subsidiary sales increased 10% from the
prior year primarily due to increased sales from this division's French,
Australian and South African operations. Excluding the effect of foreign
exchange rate fluctuations, worldwide net sales increased 15% in the most
recent quarter compared to the comparable quarter in 1993.
Sales by the Builders Hardware Division, the relatively small regional
builders hardware products wholesale distributor, were slightly higher in the
third quarter of 1994 compared to the third quarter of 1993.
The consolidated cost of sales for the third quarter of 1994 was 65.0% of
sales, an improvement from 67.6% in the third quarter of 1993 due to the
change in mix of revenues. The gross margin percentage increased at Precision
due to the higher production and sales volume, while the gross margin
percentage declined at WCS due to the lower sales to Rover. The gross margin
percentage decreased at the Petrochemical Specialties Division due to a change
in the sales mix. The gross margin percentage improved at the Builders
Hardware Division.
Selling, general and administrative expenses in the third quarter of 1994
were $19.9 million (27.5% of sales) compared to $18.6 million (25.4% of sales)
for the third quarter of 1993. The increase in total selling, general and
administrative expenses is primarily attributable to higher expenses at the
Petrochemical Specialties
7
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<PAGE> 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- - -------------------------------------------------
Division and at the parent company. The increase in expenses at the
Petrochemical Specialties Division reflects increased spending associated with
higher revenues, although as a percentage of sales, expenses declined.
Corporate expenses increased principally due to increases in accruals for
incentive compensation. Operating expenses decreased at WCS, although
proportionally less than the decline in revenues, due to increased start-up
costs associated with the implementation of new component technology programs.
WCS is continuing to refocus on becoming a recognized supplier of air
conditioning system components with higher value-added content. Operating
expenses declined slightly at Precision despite the revenue increase due to
continued control of all operating costs. Consolidated interest expense
declined due primarily to the reduction of the Company's 10.75% long-term debt
resulting from a principal payment of $7.9 million in March 1994.
Income before taxes based on income increased 13% to $4.9 million in 1994
from $4.3 million in the third quarter of 1993. In the Automotive Parts &
Accessories Division, Precision had a substantial increase in operating profit
compared to the third quarter of 1993 principally as a result of higher sales
and production volumes and the related higher gross profit. WCS experienced
an operating loss in the third quarter compared to the relatively strong
performance in 1993, principally due to the lower revenues from Mazda and
Rover and start-up costs associated with the new component technology
programs. WCS expects to report an operating loss in the fourth quarter due
to lower anticipated revenues compared to the fourth quarter of 1993. The
Petrochemical Specialties Division experienced a 43% increase in operating
profit in the quarter ended September 30, 1994 due primarily to improved
results at its U.S. based, French and South African operations. Operating
profit increased slightly at the Builders Hardware Division primarily due to
the improved gross margin.
The effective tax rate in the third quarter of 1994 was 37.6% compared to
42.6% in the third quarter of 1993. The decrease reflects the anticipated
reduction in the 1994 full year rate to 39.9%, which is lower than the 43.2%
full year rate in 1993. The decline in the full year's rate is primarily due
to the expected higher proportion of United States income in 1994 compared to
1993. United States corporate income is taxed at a rate of 34% to 35%, which
is lower than most of the corporate income tax rates applicable in the foreign
jurisdictions in which the Company operates.
Net income increased 23% to $3.0 million in the third quarter of 1994
compared to $2.5 million in the third quarter of 1993, reflecting the increase
in pretax income and the lower effective income tax rate. Primary income per
share increased to $.53 from $.45 in the third quarter of 1993 due to the
higher net income. The number of shares used in the calculation of earnings
per share increased 2% in 1994 primarily due to the restricted stock award to
a key executive in December 1993 and the conversion of convertible notes
during 1993 and during the first quarter of 1994. Fully diluted earnings per
share increased in 1994 compared to 1993 due to the increased net income.
Comparison of the nine months ended September 30, 1994 and 1993
- - ---------------------------------------------------------------
Net sales for the nine months ended September 30, 1994 increased 5% to $225.9
million from $215.0 million in the same period of last year. Sales were up 2%
for the
8
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<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- - -------------------------------------------------
Automotive Parts & Accessories Division. Precision's sales increased 22%
compared to the first nine months of 1993 due to the reasons discussed in the
analysis of the third quarter. Revenues decreased 21% at WCS due to reduced
sales to Rover, Mazda and Chrysler, partially offset by higher sales to the
aftermarket, including WCS service centers. Sales for the Petrochemical
Specialties Division increased 11% in the first nine months of 1994 compared
to the same period in 1993 due primarily to improved sales in the United
States and France. Sales for the Builders Hardware Division were virtually
the same compared to the first nine months of the prior year.
Total cost of sales for the first nine months of 1994 was 65.8% compared to
66.8% in the first nine months of 1993. Both Precision and the relatively
small Builders Hardware Division experienced increased gross margins, but WCS
and the Petrochemical Specialties Division had a reduction in gross margin.
Precision's gross margin improved due to higher volumes and continuing cost
reduction efforts, despite ongoing price pressures. The decrease in gross
margin at the Petrochemical Specialties Division was the result of a change in
sales mix. The decrease in margin at WCS compared to 1993 is due to the lower
sales to Rover and Mazda.
Selling, general and administrative expenses increased to $60.1 million for
the first nine months of 1994 from $57.0 million for the same period in 1993,
but these expenses were essentially the same as a percentage of sales. The
increase primarily reflects higher spending levels due to higher revenues at
the Petrochemical Specialties Division and Precision. Corporate expenses were
also above the 1993 level due to increased accruals for incentive compensation
and the adoption in the first quarter of 1994 of a new accounting standard for
postemployment benefits.
Income before taxes based on income increased to $15.1 million from $12.0
million in the first nine months of 1993. The Petrochemical Specialties
Division had a 31% increase in operating profit compared to the first nine
months of last year primarily due to the reasons discussed in the analysis of
the third quarter. In the Automotive Parts & Accessories Division, WCS
recorded a sharp decrease in operating profit during the first nine months of
1994 compared to the same period in 1993, principally due to reduced gross
profit from the lower sales. Precision had a substantial increase in
operating profit compared to the first nine months of 1993 as a result of
higher sales, despite the continued intense pricing pressures in the U.S.
automotive industry. Operating profits of the Builders Hardware Division
increased compared to the first nine months of 1993 due to the gross margin
improvement and lower operating costs.
Net income increased to $9.1 million in the first nine months of 1994 from
$6.8 million in the same period in 1993 due to the growth in income before
taxes and a decrease in the effective tax rate to 39.9% from 43.5% in the nine
months ended September 30, 1993. The decrease in the effective tax rate is
due to the reasons discussed in the analysis of the third quarter.
The increase in primary earnings per share from 1994 over 1993 is
attributable to the increase in net income in 1994, partially offset by
approximately 3% more shares outstanding in 1994 compared to 1993 as explained
in the analysis of the third quarter. Fully diluted earnings per share
increased in 1994 compared to 1993 due to the higher net income.
9
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<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- - -------------------------------------------------
FINANCIAL CONDITION
- - -------------------
Working capital at the end of the third quarter was $60.5 million compared to
$61.3 million at December 31, 1993. The current ratio was 2.06 to 1 at the
end of the third quarter of this year compared to 2.09 to 1 at December 31,
1993. In March 1994, the Company used internally generated funds to pay the
second installment of $7.9 million of the Company's 10.75% long-term debt.
The remaining outstanding principal balance of the Company's 10.75% senior
debt is scheduled to be repaid in two additional annual installments of $7.9
million each due respectively in March 1995 and 1996. The Company anticipates
funding the March 1995 repayment from internally generated funds and/or its
lines of credit. The Company has adequate lines of credit to meet forseeable
working capital requirements, including the scheduled repayment of debt.
Accounts receivable at September 30, 1994 increased $4.6 million from
December 31, 1993, principally as a result of the higher sales at Precision
and the Petrochemical Specialties Division compared to the quarter ended
December 31, 1993. Inventories increased to $40.2 million at the end of the
third quarter of this year compared to $38.8 million at December 31, 1993. At
Precision, inventories increased $1.1 million due to the higher revenue
levels. Inventories also increased slightly at WCS and the Builders Hardware
Division, but decreased at the Petrochemical Specialties Division.
During the nine months ended September 30, 1994, the Company purchased $9.9
million of new property, plant and equipment, primarily for the Automotive
Parts & Accessories Division. The Company anticipates that capital
expenditures will be approximately $14 million in 1994 and will be funded by
cash flow from operations.
Stockholders' equity at September 30, 1994 was $93.6 million or $16.83 per
share compared to $84.4 million or $15.27 per share at December 31, 1993. The
increase of $9.2 million is attributable to net income of $9.1 million, $.5
million from common stock transactions, a $1.1 million increase in the foreign
currency translation account and a $.3 million reduction in the adjustment for
unearned compensation, reduced by $1.8 million of dividends declared.
10
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PART II - OTHER INFORMATION
WYNN'S INTERNATIONAL, INC.
ITEM 1 - LEGAL PROCEEDINGS
Various claims and actions, considered normal to the Company's business, have
been asserted and are pending against the Company and its subsidiaries. The
Company believes that such claims and actions should not have any material
adverse effect upon the results of operations or the financial position of the
Company based upon information presently known to the Company.
11
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WYNN'S INTERNATIONAL, INC.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 - Computation of net income per common share - primary and
assuming full dilution.
27 - Financial Data Schedule
(b) Registrant has not filed any reports on Form 8-K during the quarter for
which this report is filed.
12
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WYNN'S INTERNATIONAL, INC.
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.
WYNN'S INTERNATIONAL, INC.
------------------------------------------
(Registrant)
Date November 10, 1994 JAMES CARROLL
----------------------- -------------------------------------------
James Carroll
President and Chief Executive Officer
Date November 10, 1994 SEYMOUR A. SCHLOSSER
----------------------- -------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting Officer)
13
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<PAGE> 1
Exhibit 11
WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - PRIMARY
(Dollars in Thousands Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30
------------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 3,043 $ 2,479
========= =========
Weighted average number of shares issued 5,556,726 5,449,562
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 137,911 109,581
--------- ---------
Common and common equivalent shares 5,694,637 5,559,143
========= =========
Income per common share $ .53 $ .45
========= =========
<CAPTION>
Nine Months Ended
September 30
------------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 9,102 $ 6,755
========= =========
Weighted average number of shares issued 5,548,574 5,426,463
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 136,770 107,532
--------- ---------
Common and common equivalent shares 5,685,344 5,533,995
========= =========
Income per common share $ 1.60 $ 1.22
========= =========
</TABLE>
<PAGE>
<PAGE> 2
Exhibit 11
WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING FULL DILUTION
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
September 30
------------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 3,043 $ 2,479
Net interest expense from convertible notes 92 100
--------- ---------
Adjusted net income $ 3,135 $ 2,579
========= =========
Weighted average number of shares issued 5,556,726 5,449,562
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average or
ending market price, whichever is higher 158,827 132,305
Dilutive effect of assumed conversion of
notes outstanding 426,135 464,302
--------- ---------
Fully diluted shares 6,141,688 6,046,169
========= =========
Income per common share $ .51 $ .43
========= =========
<CAPTION>
Nine Months Ended
September 30
------------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 9,102 $ 6,755
Net interest expense from convertible notes 275 309
--------- ---------
Adjusted net income $ 9,377 $ 7,064
========= =========
Weighted average number of shares issued 5,548,574 5,426,463
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average or
ending market price, whichever is higher 157,500 132,305
Dilutive effect of assumed conversion of
notes outstanding 428,723 481,690
--------- ---------
Fully diluted shares 6,134,797 6,040,458
========= =========
Income per common share $ 1.53 $ 1.17
========= =========
</TABLE>
2
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 12,713
<SECURITIES> 0
<RECEIVABLES> 53,150
<ALLOWANCES> (1,946)
<INVENTORY> 40,199
<CURRENT-ASSETS> 117,836
<PP&E> 46,050<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 172,394
<CURRENT-LIABILITIES> 57,336
<BONDS> 15,124
<COMMON> 5,909
0
0
<OTHER-SE> 87,683
<TOTAL-LIABILITY-AND-EQUITY> 172,394
<SALES> 225,864
<TOTAL-REVENUES> 226,288
<CGS> 148,723
<TOTAL-COSTS> 148,723
<OTHER-EXPENSES> 59,954
<LOSS-PROVISION> 171
<INTEREST-EXPENSE> 2,295
<INCOME-PRETAX> 15,145
<INCOME-TAX> 6,043
<INCOME-CONTINUING> 9,102
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,102
<EPS-PRIMARY> 1.60
<EPS-DILUTED> 1.53
<FN>
<F1> Property, Plant and Equipment, At Cost Less Accumulated Depreciation and
Amortization
</FN>
</TABLE>
