<PAGE>
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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 June 30, 1994 Commission File No. 1-7200
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the securities
Exchange Act of 1934
For the transition period from _________________
to _________________
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., 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 August 5, 1994, Registrant had 5,554,867 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 -
June 30, 1994 (unaudited) and
December 31, 1993 2
Unaudited Consolidated Condensed Statements
of Income - Three and Six Months Ended June 30,
1994 and 1993 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Six Months Ended June 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 4 - Submission of Matters to a Vote of
Security Holders 12
Item 6 - Exhibits and Reports on Form 8-K 13
Exhibit 11 - Computation of Net Income Per
Common Share - Primary 14
Exhibit 11 - Computation of Net Income Per
Common Share - Assuming Full Dilution 15
Signatures 16
</TABLE>
<PAGE>
<PAGE> 3
WYNN'S INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands)
<TABLE>
<CAPTION>
June 30
1994 December 31
ASSETS (unaudited) 1993
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,230 $ 21,397
Accounts receivable, less $1,869 allowance for
doubtful accounts ($1,848 at December 31, 1993) 55,985 46,631
Inventories:
Finished goods 20,285 19,929
Raw materials and work in process 20,442 18,895
--------- ---------
40,727 38,824
Prepaid expenses and other current assets
(including prepaid taxes based on income
of $5,402 at June 30, 1994 and $3,176
at December 31, 1993) 13,128 10,772
--------- ---------
Total current assets 117,070 117,624
Property, plant and equipment, at cost less
accumulated depreciation and amortization 44,027 40,912
Other assets 8,615 9,263
--------- ---------
$169,712 $167,799
========= =========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable $ 887 $ 809
Accounts payable 20,990 19,564
Dividends payable 612 610
Taxes based on income 1,728 2,494
Accrued liabilities 26,665 24,636
Long-term debt due within one year 8,216 8,180
--------- ---------
Total current liabilities 59,098 56,293
Long-term debt due after one year 15,160 23,389
Deferred taxes based on income 4,907 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, 5,902,117
shares issued (5,877,322 at December 31, 1993) 5,902 5,877
Capital in excess of par value 9,624 9,275
Retained earnings 81,711 76,873
Equity adjustment from foreign currency
translation (2,125) (2,814)
Unearned compensation (984) (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 90,547 84,442
--------- ---------
$169,712 $167,799
========= =========
</TABLE>
See accompanying notes
2
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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 Six Months Ended
June 30 June 30
------------------ ------------------
1994 1993 1994 1993
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 76,865 $ 71,320 $153,648 $141,828
Interest income 96 134 277 343
-------- -------- -------- --------
76,961 71,454 153,925 142,171
-------- -------- -------- --------
Cost and expenses:
Cost of sales 50,748 47,159 101,792 94,068
Selling, general & administrative 19,829 19,040 40,265 38,431
Interest expense 732 953 1,599 2,037
-------- -------- -------- --------
71,309 67,152 143,656 134,536
-------- -------- -------- --------
Income before taxes based on income 5,652 4,302 10,269 7,635
Provision for taxes based on income 2,294 1,893 4,210 3,359
-------- -------- -------- --------
Net income $ 3,358 $ 2,409 $ 6,059 $ 4,276
======== ======== ======== ========
Income per share of common stock:
Primary $ .59 $ .44 $1.07 $ .77
======== ======== ======== ========
Fully diluted $ .56 $ .42 $1.02 $ .74
======== ======== ======== ========
Cash dividend per common share $ .11 $ .10 $ .22 $ .20
======== ======== ======== ========
</TABLE>
See accompanying notes
3
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WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30
-----------------------
1994 1993
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $144,522 $137,136
Cash paid to suppliers and employees (133,318) (121,359)
Cash paid on warranty kit claims (3,629) (3,350)
Interest received 338 277
Interest paid (1,796) (2,274)
Income taxes paid (6,001) (1,925)
Other cash disbursements - net (42) (5)
-------- --------
Net cash provided by operating activities 74 8,500
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (6,517) (4,564)
Proceeds from sale of property, plant and equipment 573 414
Other cash receipts - net 73 2
-------- --------
Net cash used in investing activities (5,871) (4,148)
-------- --------
Cash flows from financing activities:
Borrowings under lines of credit - net 78 431
Payments of long-term debt (7,943) (8,246)
Dividends paid (1,219) (1,527)
Proceeds from exercise of stock options 124 83
-------- --------
Net cash used in financing activities (8,960) (9,259)
-------- --------
Effect of exchange rate changes 590 (1,335)
-------- --------
Net decrease in cash and cash equivalents (14,167) (6,242)
-------- --------
Cash and cash equivalents at beginning of year 21,397 14,667
-------- --------
Cash and cash equivalents at June 30 $ 7,230 $ 8,425
======== ========
</TABLE>
See accompanying notes
4
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WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30
----------------------
1994 1993
-------- --------
<S> <C> <C>
Reconciliation of net income to net cash
provided by operating activities
- - - ----------------------------------------
Net income $ 6,059 $ 4,276
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 3,426 3,322
Provision for uncollectible accounts 66 186
Pension plan expense (income) not funded 23 (64)
Postretirement medical benefits not funded 103 157
Amortization of stock compensation 204 -
Gain on sale of property, plant & equipment (11) (3)
Provision (benefit) for deferred income taxes (1,025) 1,614
Decrease (increase) in:
Accounts receivable (net) (9,420) (4,758)
Inventories (1,903) 6,302
Prepaid expenses (130) 354
Other assets 301 11
Increase (decrease) in:
Accounts payable 1,426 (3,018)
Warranty kit reserves 556 290
Taxes based on income (766) (180)
Accrued liabilities 1,165 11
-------- --------
Total adjustments (5,985) 4,224
-------- --------
Net cash provided by operating activities $ 74 $ 8,500
======== ========
</TABLE>
Supplemental disclosure of noncash investing
and financing activities
- - - --------------------------------------------
In 1994 and 1993, additional common stock was
issued upon the conversion of $250,000 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
JUNE 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 six months ended June 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 Six Months
Ended June 30 Ended June 30
------------- -------------
1994 1993 1994 1993
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Primary 5,689,195 5,519,699 5,683,574 5,521,421
Fully diluted 6,115,330 6,012,098 6,115,001 6,023,198
</TABLE>
As previously reported, on August 4, 1993 the Registrant declared a 3 for 2
stock split effected in the form of a dividend of one share of the
Registrant's common stock for every two shares currently outstanding, to
shareholders of record on August 26, 1993. For 1993, the number of shares
and the related earnings per share data reflect retroactively this stock
split.
6
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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 June 30, 1994 and 1993
- - - -----------------------------------------------------------
Net sales for the second quarter of 1994 increased 8% to $76.9 million
compared to $71.3 million in the second quarter of 1993. Sales increased 7%
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 22% in the second quarter of 1994
compared to the second quarter of 1993, principally due to higher sales
volumes at the Tennessee and Virginia operations. Precision's revenue growth
was caused primarily by the higher U.S. automotive production rates and the
general increase in industrial activity. WCS experienced a 10% decrease in
sales during the second quarter of 1994 compared to the second quarter of
1993. The decrease was due primarily to 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 7% 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 43% during the quarter. Sales of WCS' refrigerant recycling
machines decreased in the current quarter compared to the relatively strong
quarter in the prior year.
Sales for the Petrochemical Specialties Division, principally car care
products, increased 9% in the most recent quarter compared to the second
quarter of 1993. Sales increased 20% in the United States compared to the
prior year primarily due to higher export and DU-ALL equipment sales and sales
of product warranty kits. Foreign subsidiary sales increased 4% from the
prior year primarily due to increased sales from this Division's French and
Belgium operations. Excluding the effect of foreign exchange rate
fluctuations, worldwide net sales increased 12% in the most recent quarter
compared to the comparable quarter in 1993.
Sales of the Builders Hardware Division, the relatively small regional
builders hardware products wholesale distributor, were virtually the same in
the second quarter of 1994 compared to the second quarter of 1993.
The consolidated cost of sales for the second quarter of 1994 was 66.0% of
sales, a slight improvement from 66.1% in the second quarter of 1993. 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 second quarter of 1994
were $19.8 million (25.8% of sales) compared to $19.0 million (26.7% of sales)
for the second quarter of 1993. The increase in total selling, general and
administrative expenses is primarily attributable to higher expenses at the
Petrochemical Specialties Division, Precision and WCS. The increase in
expenses at Precision and the
7
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- - - -------------------------------------------------
Petrochemical Specialties Division reflects increased spending associated
with higher revenues, although as a percentage of sales, expenses declined at
both operations. Operating expenses increased at WCS due to start-up costs
associated with the implementation of new component technology programs. WCS
is continuing to refocus on becoming a major supplier of air conditioning
system components with higher value-added content. 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 31% to $5.7 million in 1994 from
$4.3 million in the second quarter of 1993. In the Automotive Parts &
Accessories Division, Precision had a substantial increase in operating profit
compared to the second quarter of 1993 principally as a result of higher sales
and production volumes and the related higher gross profit. WCS experienced a
sharp decrease in operating profit in the second quarter compared to the same
period in 1993, principally due to the previously described expiration of the
supply agreement with Rover and start-up costs associated with the new
component technology programs. The Petrochemical Specialties Division
experienced a 15% increase in operating profit due primarily to improved
results at its U.S. based and French operations. Operating profit increased
at the Builders Hardware Division due to the improved gross margin and lower
operating costs.
The effective tax rate in the second quarter of 1994 was 40.6% compared to
44.0% in the second quarter of 1993. The decrease reflects the anticipated
reduction in the 1994 full year rate to 41.0%, which is lower than the 43.2%
full year rate in 1993. The decline in the full year's rate is 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 39% to $3.4 million in the second quarter of 1994
compared to $2.4 million in the second quarter of 1993, reflecting the
increase in pretax income and the lower effective income tax rate. Primary
income per share increased to $.59 from $.44 in the second quarter of 1993 due
to the higher net income. (The 1993 share and per share amounts have been
adjusted retroactively to reflect the 3 for 2 stock split effected in
September 1993.) The number of shares used in the calculation of earnings per
share increased 3% 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 six months ended June 30, 1994 and 1993
- - - ---------------------------------------------------------
Net sales for the first half of 1994 increased 8% to $153.6 million from
$141.8 million in the same period of last year. Sales were up 9% for the
Automotive Parts & Accessories Division. Revenues decreased 6% at WCS due to
reduced sales to Rover, GM and Chrysler, partially offset by higher sales to
the aftermarket, including WCS service centers. Precision's sales increased
22% compared to the first six months of 1993 due to increasing automobile
production and sales in the U.S. compared to the same period in 1993. Sales
for the Petrochemical Specialties Division increased
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- - - -------------------------------------------------
8% in the first six months of 1994 compared to the same period in 1993 due
primarily to improved sales in the United States, France and Belgium. Sales
for the Builders Hardware Division were virtually the same compared to the
first half of the prior year.
Total cost of sales for the first half of 1994 was 66.3%, the same as in the
first half of 1993. Both Precision and the Petrochemical Specialties Division
experienced increased gross margins, but WCS had a reduction in its gross
margin. Precision's gross margin improved due to higher volumes and
continuing cost reduction efforts, despite ongoing price pressures. The
increase in gross margin at the Petrochemical Specialties Division was the
result of higher sales volumes, partially offset by a change in sales mix.
The decrease in margin at WCS compared to 1993 is due primarily to the reasons
discussed in the analysis of the second quarter.
Selling, general and administrative expenses increased to $40.3 million for
the first six months of 1994 from $38.4 million for the same period in 1993.
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 incentive compensation and the
adoption in the first quarter of 1994 of a new accounting standard for
postemployment benefits. The decrease in selling, general and administrative
expenses as a percentage of sales from 27.1% in 1993 to 26.2% in 1994 is due
to the higher sales volumes at Precision and the Petrochemical Specialties
Division.
Income before taxes based on income increased to $10.3 million from $7.6
million in the first half of 1993. The Petrochemical Specialties Division had
a 25% increase in operating profit compared to the first half of last year
primarily due to the reasons discussed in the second quarter. In the
Automotive Parts & Accessories Division, WCS recorded a sharp decrease in oper-
ating profit during the first six 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 half 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 half of 1993 due to
management's continued control of all costs.
Net income increased to $6.1 million in the first half of 1994 from $4.3
million in the same period in 1993 due to the growth in income before taxes
and a decrease in the effective tax rate to 41% from 44% in the six months
ended June 30, 1993. The decrease in the effective tax rate is due to the
reasons discussed in the analysis of the second 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 second quarter. Fully diluted earnings per share
increased in 1994 compared to 1993 due to the higher net income.
FINANCIAL CONDITION
- - - -------------------
Working capital at the end of the second quarter was $58.0 million compared
to $61.3 million at December 31, 1993. The current ratio was 1.98 to 1 at the
end of the
9
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- - - -------------------------------------------------
second quarter of this year compared to 2.09 to 1 at December 31, 1993. The
decreases in working capital and the current ratio compared to December 31,
1993 were caused by the use of internally generated funds to pay the second
installment of $7.9 million of the Company's 10.75% long-term debt in March
1994. 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. Effective July 1, 1994 the Company's two $15 million committed bank
lines of credit were each renewed for a three-year period on substantially the
same terms as the expiring one-year lines of credit.
Accounts receivable at June 30, 1994 increased $9.4 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 and WCS's seasonal offering of extended terms to selected customers in
the first half of 1994. Inventories increased to $40.7 million at the end of
the second quarter of this year compared to $38.8 million at December 31,
1993. At the Petrochemical Specialties Division and Precision, inventories
increased $1.2 million and $.5 million, respectively, due to the higher
revenue levels. Inventory also increased slightly at WCS, but decreased at
the Builders Hardware Division.
During the six months ended June 30, 1994, the Company purchased $6.5 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 June 30, 1994 was $90.5 million or $16.30 per share
compared to $84.4 million or $15.27 per share at December 31, 1993. The
increase of $6.1 million is attributable to net income of $6.1 million, $.3
million from common stock transactions, a $.7 million increase in the foreign
currency translation account and a $.2 million reduction in the adjustment for
unearned compensation, reduced by $1.2 million of dividends declared.
On May 11, 1994, at the Annual Meeting of Stockholders, the stockholders
approved an increase in the authorized shares of the Company's common stock
from 10,000,000 to 20,000,000 shares. The stockholders also approved the
adoption of an employee stock purchase plan and a stock option plan for
nonemployee directors.
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.
Registrant previously reported that one of its subsidiaries had been awarded
a total amount of approximately $3.2 million in lost profits, prejudgment
interest and attorneys' fees in the case of Wynn Oil Company v. American Way
--------------------------------
Service Corporation and Thomas A. Warmus which related to infringement of a
- - - ----------------------------------------
registered trademark of Registrant's subsidiary. Defendants have filed a
timely appeal of the trial court's decision with the United States Court of
Appeals (6th Circuit), but have not sought a stay of the judgment or filed a
supersedeas bond. No portion of this judgment has been included in the
results of operations of the Company and all of Registrant's costs relating to
this case are being expensed as incurred.
11
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WYNN'S INTERNATIONAL, INC.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its Annual Meeting of Stockholders on May 11, 1994. At such
meeting, the stockholders approved the following matters:
1. The election of three directors for three-year terms ending in 1997;
2. An amendment to the Company's Certificate of Incorporation to increase
the number of authorized shares of the Company's Common Stock from
10,000,000 to 20,000,000;
3. The Company's Employee Stock Purchase Plan;
4. The Company's Non-Employee Directors' Stock Option Plan; and
5. The appointment of Ernst & Young as independent auditors of the
Company for the fiscal year ending December 31, 1994.
The number of votes cast for, against or withheld and the number of abstentions
and broker nonvotes as to each matter voted upon at the meeting are as follows:
<TABLE>
<CAPTION>
Item For Withheld
---- --- --------
<S> <C> <C>
Election of Directors:
Wesley E. Bellwood 4,565,049 408,171
John D. Borie 4,549,409 423,811
James D. Woods 4,564,409 408,811
<CAPTION>
Broker
Item For Against Abstained Nonvotes
---- --- ------- --------- --------
<S> <C> <C> <C> <C>
Amendment to Certificate
of Incorporation 4,256,401 642,464 6,925 0
Employee Stock Purchase
Plan 3,980,554 454,412 11,342 432,284
Non-Employee Directors'
Stock Option Plan 3,877,211 526,297 16,375 432,284
Appointment of Ernst &
Young 5,028,592 32,096 2,750 0
</TABLE>
12
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WYNN'S INTERNATIONAL, INC.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit No. 11 - Computation of net income per common share - primary
and assuming full dilution.
(b) Registrant has not filed any reports on Form 8-K during the quarter for
which this report is filed.
13
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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
June 30
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 3,358 $ 2,409
========= =========
Weighted average number of shares issued 5,548,710 5,419,173
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 123,585 100,526
Dilutive effect of assumed issuance of
performance shares 16,900 -
--------- ---------
Common and common equivalent shares 5,689,195 5,519,699
========= =========
Income per common share $ .59 $ .44
========= =========
<CAPTION>
Six Months Ended
June 30
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 6,059 $ 4,276
========= =========
Weighted average number of shares issued 5,544,498 5,414,913
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 122,176 106,508
Dilutive effect of assumed issuance of
performance shares 16,900 -
--------- ---------
Common and common equivalent shares 5,683,574 5,521,421
========= =========
Income per common share $ 1.07 $ .77
========= =========
</TABLE>
Note: All 1993 calculations reflect retroactively the 3 for 2 stock
split effected in September 1993.
14
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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
June 30
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 3,358 $ 2,409
Net interest expense from convertible notes 91 104
--------- ---------
Adjusted net income $ 3,449 $ 2,513
========= =========
Weighted average number of shares issued 5,548,710 5,419,173
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 123,585 106,473
Dilutive effect of assumed issuance of
performance shares 16,900 -
Dilutive effect of assumed conversion of
notes outstanding 426,135 486,452
--------- ---------
Fully diluted shares 6,115,330 6,012,098
========= =========
Income per common share $ .56 $ .42
========= =========
<CAPTION>
Six Months Ended
June 30
-----------------------
1994 1993
--------- ---------
<S> <C> <C>
Net income $ 6,059 $ 4,276
Net interest expense from convertible notes 183 209
--------- ---------
Adjusted net income $ 6,242 $ 4,485
========= =========
Weighted average number of shares issued 5,544,498 5,414,913
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 123,585 117,900
Dilutive effect of assumed issuance of
performance shares 16,900 -
Dilutive effect of assumed conversion of
notes outstanding 430,018 490,385
--------- ---------
Fully diluted shares 6,115,001 6,023,198
========= =========
Income per common share $ 1.02 $ .74
========= =========
</TABLE>
Note: All 1993 calculations reflect retroactively the 3 for 2 stock
split effected in September 1993.
15
<PAGE>
<PAGE> 17
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 August 9, 1994 JAMES CARROLL
------------------------- -------------------------------------------
James Carroll
President and Chief Executive Officer
Date August 9, 1994 SEYMOUR A. SCHLOSSER
------------------------- -------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting Officer)
16
