<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 June 30, 1995
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., Ste. 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 August 7, 1995, Registrant had 6,021,677 shares of common stock outstanding.
===============================================================================
<PAGE>
<PAGE>2
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, 1995 (unaudited) and
December 31, 1994 2
Unaudited Consolidated Condensed Statements
of Income - Three and Six Months Ended June 30,
1995 and 1994 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Six Months Ended June 30,
1995 and 1994 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
Signatures 14
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>
June 30
1995 December 31
(unaudited) 1994
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 8,567 $ 16,446
Accounts receivable, less $1,853 allowance for
doubtful accounts ($1,835 at December 31, 1994) 59,551 47,500
Inventories:
Finished goods 23,986 22,781
Raw materials and work in process 18,274 19,971
-------- --------
42,260 42,752
Prepaid expenses and other current assets
(including prepaid taxes based on income
of $6,056 at June 30, 1995 and $6,080
at December 31, 1994) 14,508 13,302
-------- --------
Total current assets 124,886 120,000
Property, plant and equipment, at cost less
accumulated depreciation and amortization 49,541 48,192
Other assets 8,044 8,280
-------- --------
$182,471 $176,472
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable $ 3,519 $ 239
Accounts payable 23,043 19,708
Dividends payable 126 614
Taxes based on income 25 1,211
Accrued liabilities 30,210 29,234
Long-term debt due within one year 8,159 8,161
-------- --------
Total current liabilities 65,082 59,167
Long-term debt due after one year 764 14,948
Deferred taxes based on income 6,742 6,917
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, 6,361,427
shares issued (5,918,692 at December 31, 1994) 6,361 5,919
Capital in excess of par value 15,956 9,871
Retained earnings 92,495 86,250
Equity adjustment from foreign currency
translation (771) (2,238)
Unearned compensation (577) (781)
Common stock held in treasury 347,250 shares,
at cost (3,581) (3,581)
-------- --------
Total stockholders' equity 109,883 95,440
-------- --------
$182,471 $176,472
======== ========
</TABLE>
See accompanying notes
2
<PAGE>
<PAGE>4
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
--------------------- ---------------------
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 78,054 $ 76,865 $156,128 $153,648
Interest income 121 96 310 277
-------- -------- -------- --------
78,175 76,961 156,438 153,925
-------- -------- -------- --------
Cost and expenses:
Cost of sales 49,851 50,748 99,682 101,792
Selling, general &
administrative 21,363 19,829 43,346 40,265
Interest expense 418 732 988 1,599
-------- -------- -------- --------
71,632 71,309 144,016 143,656
-------- -------- -------- --------
Income before taxes based
on income 6,543 5,652 12,422 10,269
Provision for taxes based
on income 2,437 2,294 4,671 4,210
-------- -------- -------- --------
Net income $ 4,106 $ 3,358 $ 7,751 $ 6,059
======== ======== ======== ========
Income per share of
common stock:
Primary $ .67 $ .59 $1.29 $1.07
======== ======== ======== ========
Fully diluted $ .67 $ .56 $1.27 $1.02
======== ======== ======== ========
Cash dividend per
common share $ .13 $ .11 $ .26 $ .22
======== ======== ======== ========
</TABLE>
See accompanying notes
3
<PAGE>
<PAGE>5
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30
----------------------
1995 1994
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Cash received from customers $143,859 $144,522
Cash paid to suppliers and employees (128,976) (133,360)
Cash paid on product warranty program claims (6,009) (3,629)
Interest received 394 338
Interest paid (1,338) (1,796)
Income taxes paid (5,953) (6,001)
-------- --------
Net cash provided by operating activities 1,977 74
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (4,895) (6,517)
Proceeds from sale of property, plant and
equipment 297 573
Other cash (disbursements) receipts - net (50) 73
-------- --------
Net cash used in investing activities (4,648) (5,871)
-------- --------
Cash flows from financing activities:
Borrowings under lines of credit - net 3,280 78
Payments of long-term debt (7,936) (7,943)
Dividends paid (1,994) (1,219)
Proceeds from exercise of stock options 277 124
-------- --------
Net cash used in financing activities (6,373) (8,960)
-------- --------
Effect of exchange rate changes 1,165 590
-------- --------
Net decrease in cash and cash equivalents (7,879) (14,167)
-------- --------
Cash and cash equivalents at beginning of year 16,446 21,397
-------- --------
Cash and cash equivalents at June 30 $ 8,567 $ 7,230
======== ========
</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>
Six Months Ended
June 30
----------------------
1995 1994
-------- --------
<S> <C> <C>
Reconciliation of net income to net cash
provided by operating activities
- ----------------------------------------
Net income $ 7,751 $ 6,059
-------- --------
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 4,019 3,426
Provision for uncollectible accounts 134 66
Amortization of stock compensation 204 204
Gain on sale of property, plant & equipment (85) (11)
Benefit for deferred income taxes (96) (1,025)
Decrease (increase) in:
Accounts receivable (net) (12,185) (9,420)
Inventories 492 (1,903)
Prepaid expenses and other current assets (1,230) (130)
Other assets (152) 119
Increase (decrease) in:
Accounts payable 3,335 1,426
Product warranty program reserves 1,001 556
Taxes based on income (1,186) (766)
Accrued liabilities (25) 1,473
-------- --------
Total adjustments (5,774) (5,985)
-------- --------
Net cash provided by operating activities $ 1,977 $ 74
======== ========
</TABLE>
Supplemental disclosure of noncash investing
and financing activities
- --------------------------------------------
In 1995 and 1994, additional common stock was
issued upon the conversion of $6,250,000 and
$250,000, respectively, of long-term debt.
See accompanying notes
5
<PAGE>
<PAGE>7
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1995 AND 1994
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 1994 Annual Report to Stockholders.
2) The results of operations for the six months ended June 30, 1995 are not
necessarily indicative of results of operations for the year ending
December 31, 1995. 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
----------------------- -----------------------
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Primary 6,166,435 5,689,195 6,008,531 5,683,574
Fully diluted 6,172,234 6,115,330 6,168,222 6,115,001
</TABLE>
6
<PAGE>
<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 June 30, 1995 and 1994
- -----------------------------------------------------------
Net sales for the second quarter of 1995 were $78.1 million, a 2% increase
compared to $76.9 million in the second quarter of 1994. Sales decreased
10% for the Automotive Components 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 7% in the second quarter of 1995
compared to the second quarter of 1994, principally due to higher sales
volumes at the Tennessee, Virginia and Canadian operations. Precision's
revenue growth continued, although at a lower rate than in 1994, and was
attributable to the relatively high U.S. automotive and offroad
construction vehicle production rates and the continued strength in
industrial activity. WCS experienced a $6.7 million (37%) decrease in
sales during the second quarter of 1995 compared to the second quarter of
1994. The revenue decline was attributable to the July 1994 expiration of
a kit assembly agreement with Mazda. Sales to Mazda, an importer of
vehicles from Japan, decreased 70% in the second quarter of 1995 compared
to the second quarter of 1994. Sales to the U.S. aftermarket, including
sales through WCS company-owned installation centers, also declined in the
second quarter, partially offset by increased sales in the European market.
For the second half of 1995, WCS' revenues are expected to be
approximately the same as the second half of 1994.
Sales at the Specialty Chemicals Division, principally car care products,
increased 21% in the most recent quarter compared to the second quarter of
1994. Sales increased 34% in the U.S. compared to the prior year primarily
due to higher sales of product warranty kits and sales to direct export
customers. Foreign subsidiary sales increased 15% from the prior year
primarily due to increased sales from this Division's French, Belgium and
South African operations. Excluding the effect of foreign exchange rate
fluctuations, total net sales of this Division would have increased 14% in
the most recent quarter compared to the comparable quarter in 1994.
Sales by the Builders Hardware Division, the relatively small regional
builders hardware products wholesale distributor, were virtually the same
in the second quarter of 1995 compared to the second quarter of 1994.
The consolidated cost of sales for the second quarter of 1995 was 63.9% of
sales, an improvement from 66.0% in the second quarter of 1994 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 volume. The gross
margin percentage decreased at the Specialty Chemicals Division due to a
change in the sales mix.
Selling, general and administrative expenses in the second quarter of 1995
were $21.4 million (27.4% of sales) compared to $19.8 million (25.8% of
sales) for the second quarter of 1994. The increase in total selling,
general and administrative expenses is primarily attributable to higher
expenses at the Specialty Chemicals
7
<PAGE>
<PAGE>9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
Division, partially offset by a decline at WCS. The increase in selling,
general and administrative expenses at the Specialty Chemicals Division
reflects increased spending associated with higher revenues, although
expenses declined as a percentage of sales. Operating expenses decreased
at WCS, although proportionally less than the decline in revenues. Slight
increases in operating expenses occurred at Precision, the Builders
Hardware Division and Corporate. Consolidated interest expense declined
primarily due to the reduction in the remaining principal amount of the
Company's long-term debt. In March 1995, the Company made a $7.9 million
principal payment against the Company's 10.75% Senior Note and the
remaining $6,250,000 of the Company's 9% subordinated convertible notes
were converted into common stock.
Income before taxes based on income increased 16% to $6.5 million in 1995 from
$5.7 million in the second quarter of 1994. In the Automotive Components
Division, Precision's operating profit increased compared to the second
quarter of 1994 principally as a result of higher sales and production
volumes and the related higher gross profit. WCS recorded a small
operating loss in the second quarter of 1995 compared to a small operating
profit in the same period last year, principally due to the lower sales to
Mazda and the aftermarket. WCS expects to report an operating loss for the
calendar year ending December 31, 1995 due to lower revenues and the
development and marketing costs associated with the component technology
business. The Specialty Chemicals Division experienced a 42% increase in
operating profit in the quarter ended June 30, 1995 due primarily to
improved results at its U.S. based, French and South African operations.
The effective tax rate in the second quarter of 1995 was 37.2% compared to
the 40.6% rate in the second quarter of 1994. The decrease reflects the
anticipated reduction in the 1995 full year rate to 37.6%, which is lower
than the 39% full year rate in 1994. The decline in the 1995 effective tax
rate is primarily due to the expected higher level of profitability in the
U.S., which has a lower corporate income tax rate than many of the
international jurisdictions in which the Company operates.
Net income increased 22% to $4.1 million in the second quarter of 1995
compared to $3.4 million in the second quarter of 1994, reflecting the
increase in pretax income and the lower effective income tax rate. Primary
income per share increased in the second quarter of 1995 to $.67 from $.59
in 1994 due to the higher net income. The number of shares used in the
calculation of primary earnings per share increased 8% in 1995 due to the
conversion of convertible notes into 426,135 shares of the Company's common
stock during the first quarter of 1995 and the exercise of stock options in
1994 and 1995. Fully diluted earnings per share increased 20% in 1995
compared to 1994 due to the increased net income.
Comparison of the six months ended June 30, 1995 and 1994
- ---------------------------------------------------------
Net sales for the first half of 1995 increased 2% to $156.1 million from
$153.6 million in the same period of last year. Sales were down 9% for the
Automotive Components Division. Revenues decreased 39% at WCS due to
reduced sales to Mazda, GM, Chrysler and the aftermarket. Precision's
sales increased 10% compared to the first six months of 1994 due primarily
to the relatively high U.S. automotive and off-road construction vehicle
production rates and the continued strength in
8
<PAGE>
<PAGE>10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
industrial activity. Sales for the Specialty Chemicals Division increased
21% in the first six months of 1995 compared to the same period in 1994 due
primarily to improved sales in the U.S., 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 1995 was 63.8%, an improvement
from 66.3% in the first half of 1994. Precision generated slightly higher
gross margins, but the Specialty Chemicals Division and WCS experienced
reduced gross margins. 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 Specialty Chemicals
Division was the result of a change in sales mix. The decrease in margin
at WCS compared to 1994 is due primarily to the reasons discussed in the
analysis of the second quarter.
Selling, general and administrative expenses increased to $43.3 million
for the first six months of 1995 from $40.3 million for the same period in
1994. The increase primarily reflects higher spending levels due to higher
revenues at the Specialty Chemicals Division and Precision, partially
offset by the lower operating levels at WCS. Operating expenses at the
Builders Hardware Division and Corporate were slightly above 1994 levels.
Income before taxes based on income increased to $12.4 million from $10.3
million in the first half of 1994. The Specialty Chemicals Division had a
34% 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 Components Division, WCS recorded a small operating loss during
the first six months of 1995 compared to an operating profit in the same
period in 1994, principally due to reduced gross profit from the lower
sales. Precision's operating profit increased compared to the first
half of 1994 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 decreased compared to the first half of 1994
due to higher marketing expenses associated with new sales programs.
Net income increased 28% to $7.8 million in the first half of 1995 from
$6.1 million in the same period in 1994 due to the growth in income before
taxes and a decrease in the effective tax rate to 37.6% from 41% in the six
months ended June 30, 1994. The decrease in the effective tax rate is due
to the expected higher level of profitability in the U.S., which has a
lower corporate income tax rate than many of the international
jurisdictions in which the Company operates.
Primary earnings per share rose 21% to $1.29 in the first half of 1995
compared to $1.07 in the same period in 1994. The increase in primary
earnings per share is attributable to the increase in net income, partially
offset by approximately 6% more shares outstanding in 1995 compared to 1994
as explained in the analysis of the second quarter. Fully diluted earnings
per share increased in 1995 compared to 1994 due to the higher net income.
FINANCIAL CONDITION
- -------------------
Working capital at the end of the second quarter was $59.8 million
compared to $60.8 million at December 31, 1994. The current ratio was 1.92
to 1 at the end of the
9
<PAGE>
<PAGE>11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
second quarter of this year compared to 2.03 to 1 at December 31, 1994.
In March 1995, the Company paid the third installment of $7.9 million of
the Company's 10.75% long-term senior debt. The remaining outstanding
principal balance of the Company's 10.75% senior debt is scheduled to be
repaid in one additional installment of $7.9 million due in March 1996.
The Company anticipates funding the March 1996 payment from internally
generated funds and/or its lines of credit. The Company has adequate lines
of credit to meet foreseeable working capital requirements, including the
scheduled repayment of debt.
Cash and cash equivalents decreased $7.9 million to $8.6 million at June
30, 1995 from $16.4 million at December 31, 1994. The decrease was
primarily due to the payment made in March 1995 to reduce the Company's
long-term debt.
Accounts receivable at June 30, 1995 increased $12.1 million from December
31, 1994, principally as a result of the higher sales for the current
quarter at the Specialty Chemicals Division, WCS and Precision compared to
the quarter ended December 31, 1994 and WCS' seasonal offering of extended
terms to selected customers in the first half of 1995. Inventories
decreased slightly to $42.3 million at the end of the second quarter of
this year compared to $42.8 million at December 31, 1994. Inventories
increased at Precision and the Specialty Chemicals Division due to the
higher revenue levels. Inventory also increased at certain foreign
locations of the Specialty Chemicals Division due to the currency
translation impact of the changes in exchange rates between December 31,
1994 and June 30, 1995. Inventories decreased approximately $1.8 million
at WCS primarily as a result of the previously reported sale in January
1995 of substantially all the inventory (and other assets) of WCS'
refrigerant recovery and recycling machine product line.
During the six months ended June 30, 1995, the Company purchased $4.9
million of new property, plant and equipment, primarily for the Automotive
Components Division. The Company anticipates that capital expenditures
will be approximately $9 million in 1995, below the $12 million level
previously estimated. The decline is mainly due to a reduction in spending
at Precision attributable to the slowdown in the growth rate of the U.S.
automotive industry.
Effective March 1, 1995, the holder of the Company's 9% Subordinated
Convertible Notes due March 6, 1996, elected to convert the entire
remaining principal balance of $6,250,000 into 426,135 shares of the
Company's common stock.
Stockholders' equity at June 30, 1995 was $109.9 million or $18.27 per
share compared to $95.4 million or $17.13 per share at December 31, 1994.
The increase of $14.4 million is attributable to net income of $7.8
million, $.3 million from common stock transactions, a $1.4 million
increase in the foreign currency translation account, the amortization of
$.2 million of unearned compensation and the conversion of $6.2 million of
convertible notes, reduced by $1.5 million of dividends declared.
10
<PAGE>
<PAGE>12
PART II - OTHER INFORMATION
WYNN'S INTERNATIONAL, INC.
ITEM 1 - LEGAL PROCEEDINGS
As reported previously, in February 1994, the United States District Court for
the Eastern District of Michigan, Southern Division, in the case of Wynn Oil
--------
Company v. American Way Service Corporation and Thomas A. Warmus, Case No.
- ----------------------------------------------------------------
89-CV-71777-DT, awarded Wynn Oil the sum of $2,023,645 in damages in an action
brought by Wynn Oil in 1989 asserting trademark infringement by the defen-
dants. In May 1994, the court awarded Wynn Oil approximately $1.2 million in
prejudgment interest and attorneys' fees. Subsequently, the defendants filed a
timely appeal to the United States Court of Appeals for the Sixth Circuit (the
"Sixth Circuit"), but did not file a bond to stay execution of the judgment.
Between May and December 1994, Wynn Oil sought out assets of the defendants to
satisfy the judgment. Prior to Wynn Oil executing upon the defendants' assets,
the defendants filed Chapter 11 bankruptcy proceedings in late 1994 in
Florida. The bankruptcy filing resulted in an automatic stay of all pending
collection efforts. In response to a motion brought by Wynn Oil, the Bank-
ruptcy Court ruled in July 1995 that the judgment amount owed by defendants to
Wynn Oil was incurred as a result of intentional and malicious conduct and
therefore was nondischargable in the bankruptcy proceedings. The Bankruptcy
Court reserved the right to amend the amount of the Wynn Oil claim held to be
nondischargable based upon the results of defendants' appeal to the Sixth
Circuit. The defendants have filed a motion for reconsideration with the
Bankruptcy Court. In late July 1995, the Sixth Circuit issued its ruling in
the defendants' appeal of the underlying damages award. The Sixth Circuit
upheld the award of lost profits and attorneys fees to Wynn Oil. However, the
Sixth Circuit also held that (i) lost profits of defendants could consist only
of actual as opposed to reasonably expected investment income and (ii) the
award of prejudgment interest in addition to an award of lost profits which
included investment income was impermissible double counting. The Sixth
Circuit remanded the case to the district court for a final calculation of
lost profits by employing one of two formulas: (i) including actual investment
income in the determination of lost profits but excluding prejudgment interest,
or (ii) determining lost profits before investment income and then adding
prejudgment interest. 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 have been expensed as incurred.
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
<PAGE>
<PAGE>13
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 10, 1995. At
such meeting, the stockholders approved the following matters:
1. The election of three directors for three-year terms ending in
1998; and
2. The appointment of Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending December 31, 1995.
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:
Bryan L. Herrmann 5,496,189 32,356
Robert H. Hood, Jr. 5,519,857 8,688
Richard L. Nelson 5,519,857 8,688
<CAPTION>
Broker
Item For Against Abstained Nonvotes
---- --- ------- --------- --------
<S> <C> <C> <C> <C>
Appointment of Ernst
& Young LLP 5,462,267 60,183 6,095 0
</TABLE>
12
<PAGE>
<PAGE>14
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.
13
<PAGE>
<PAGE>15
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 11, 1995 James Carroll
------------------------ --------------------------------------------
James Carroll
President and Chief Executive Officer
Date August 11, 1995 Seymour A. Schlosser
------------------------ --------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting Officer)
14
<PAGE>
<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
June 30
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 4,106 $ 3,358
========= =========
Weighted average number of shares issued 6,005,401 5,548,710
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 161,034 140,485
--------- ---------
Common and common equivalent shares 6,166,435 5,689,195
========= =========
Income per common share $ .67 $ .59
========= =========
<CAPTION>
Six Months Ended
June 30
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 7,751 $ 6,059
========= =========
Weighted average number of shares issued 5,861,837 5,544,498
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 146,694 139,076
--------- ---------
Common and common equivalent shares 6,008,531 5,683,574
========= =========
Income per common share $ 1.29 $ 1.07
========= =========
</TABLE>
<PAGE>
<PAGE>2
WYNN'S INTERNATIONAL, INC. Exhibit 11
COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING FULL DILUTION
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Three Months Ended
June 30
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 4,106 $ 3,358
Net interest expense from convertible notes - 91
--------- ---------
Adjusted net income $ 4,106 $ 3,449
========= =========
Weighted average number of shares issued 6,005,401 5,548,710
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 166,833 140,485
Dilutive effect of assumed conversion of
notes outstanding - 426,135
--------- ---------
Fully diluted shares 6,172,234 6,115,330
========= =========
Income per common share $ .67 $ .56
========= =========
<CAPTION>
Six Months Ended
June 30
---------------------
1995 1994
--------- ---------
<S> <C> <C>
Net income $ 7,751 $ 6,059
Net interest expense from convertible notes 59 183
--------- ---------
Adjusted net income $ 7,810 $ 6,242
========= =========
Weighted average number of shares issued 5,861,837 5,544,498
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 166,707 140,485
Dilutive effect of assumed conversion of
notes outstanding 139,678 430,018
--------- ---------
Fully diluted shares 6,168,222 6,115,001
========= =========
Income per common share $ 1.27 $ 1.02
========= =========
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS CONTAINED IN FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 8,567
<SECURITIES> 0
<RECEIVABLES> 61,404
<ALLOWANCES> 1,853
<INVENTORY> 42,260
<CURRENT-ASSETS> 124,886
<PP&E> 49,541<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 182,471
<CURRENT-LIABILITIES> 65,082
<BONDS> 764
<COMMON> 6,361
0
0
<OTHER-SE> 103,522
<TOTAL-LIABILITY-AND-EQUITY> 182,471
<SALES> 156,128
<TOTAL-REVENUES> 156,438
<CGS> 99,682
<TOTAL-COSTS> 99,682
<OTHER-EXPENSES> 43,212
<LOSS-PROVISION> 134
<INTEREST-EXPENSE> 988
<INCOME-PRETAX> 12,422
<INCOME-TAX> 4,671
<INCOME-CONTINUING> 7,751
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,751
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 1.27
<FN>
<F1>PROPERTY, PLANT AND EQUIPMENT, AT COST LESS ACCUMULATED DEPRECIATION AND
AMORTIZATION
</FN>
</TABLE>
