<PAGE>
<PAGE>
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, 1996
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 92868
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code (714) 938-3700
Former zip code - 92668
- -------------------------------------------------------------------------------
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 1, 1996, Registrant had 9,069,971 shares of common stock outstanding.
<PAGE>
<PAGE>
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, 1996 (unaudited) and
December 31, 1995 2
Unaudited Consolidated Condensed Statements
of Income - Three and Six Months Ended June 30,
1996 and 1995 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Six Months Ended June 30,
1996 and 1995 4
Notes to Unaudited Consolidated Condensed
Financial Statements 5-6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-10
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security Holders 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>
WYNN'S INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
June 30
1996 December 31
(unaudited) 1995
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 29,775 $ 23,127
Accounts receivable, less $789 allowance for
doubtful accounts ($710 at December 31, 1995) 48,481 43,766
Inventories:
Finished goods 17,044 17,346
Raw materials and work in process 10,079 9,942
-------- --------
27,123 27,288
Prepaid expenses and other current assets
(including deferred tax assets of $10,357 at
June 30, 1996 and $7,442 at December 31, 1995) 19,469 14,974
Net assets of discontinued operations 13,578 23,616
-------- --------
Total current assets 138,426 132,771
Property, plant and equipment, at cost less
accumulated depreciation and amortization 39,350 38,664
Other assets 6,244 6,387
-------- --------
$184,020 $177,822
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable $ 36 $ -
Accounts payable 17,336 18,253
Taxes based on income (82) 2,289
Accrued liabilities 36,625 33,962
Long-term debt due within one year 91 91
-------- --------
Total current liabilities 54,006 54,595
Long-term debt due after one year 24 75
Deferred taxes based on income 6,868 6,919
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, 9,652,196
shares issued (9,564,998 at December 31, 1995) 9,652 9,565
Capital in excess of par value 14,107 13,173
Retained earnings 105,583 98,619
Equity adjustment from foreign currency
translation (2,251) (1,170)
Unearned compensation (170) (373)
Common stock held in treasury 528,775 shares,
at cost (520,875 in 1995) (3,799) (3,581)
-------- --------
Total stockholders' equity 123,122 116,233
-------- --------
$184,020 $177,822
======== ========
</TABLE>
See accompanying notes
2
<PAGE>
<PAGE>
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
------------------- -------------------
1996 1995 1996 1995
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 71,826 $ 66,802 $143,289 $132,412
Interest income 319 105 574 284
-------- -------- -------- --------
72,145 66,907 143,863 132,696
-------- -------- -------- --------
Cost and expenses:
Cost of sales 43,183 39,767 85,750 78,979
Selling, general &
administrative 19,969 19,863 41,447 40,175
Interest expense 53 351 105 806
-------- -------- -------- --------
63,205 59,981 127,302 119,960
-------- -------- -------- --------
Income from continuing operations
before taxes based on income 8,940 6,926 16,561 12,736
Provision for taxes based
on income 3,412 2,572 6,310 4,782
-------- -------- -------- --------
Net income from continuing
operations 5,528 4,354 10,251 7,954
-------- -------- -------- --------
Discontinued operations:
Income (loss) from discontinued
operations, net of income
taxes (benefits) of $8,
$(135), $39 and $(111),
respectively 36 (248) 71 (203)
Loss on disposal of discontinued
operations, net of income tax
benefit of $5,402 (1,540) - (1,540) -
-------- -------- -------- --------
Net income $ 4,024 $ 4,106 $ 8,782 $ 7,751
======== ======== ======== ========
Income per share of common stock:
Primary:
Continuing operations $.58 $.47 $1.08 $.88
Discontinued operations:
From operations - (.03) .01 (.02)
Loss on disposal (.16) - (.16) -
-------- -------- -------- --------
Total $.42 $.44 $.93 $.86
======== ======== ======== ========
Fully diluted:
Continuing operations $.58 $.47 $1.08 $.87
Discontinued operations:
From operations - (.03) - (.03)
Loss on disposal (.16) - (.16) -
-------- -------- -------- --------
Total $.42 $.44 $.92 $.84
======== ======== ======== ========
Cash dividend per common share $ .10 $.0867 $ .20 $.1733
======== ======== ======== ========
</TABLE>
See accompanying notes
3
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30
----------------------
1996 1995
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income from continuing operations $ 10,251 $ 7,954
Adjustments:
Depreciation and amortization 3,428 3,369
Provision for uncollectible accounts 117 101
Amortization of stock compensation 203 204
Gain on sale of property, plant & equipment (14) (3)
Benefit for deferred income taxes (2,838) (96)
Changes in operating assets and liabilities:
Accounts receivable (net) (4,832) (5,673)
Inventories 165 (1,337)
Prepaid expenses and other current assets (1,580) (1,214)
Other assets (42) (154)
Accounts payable (917) 2,940
Product warranty program reserves 1,556 1,001
Taxes based on income (2,497) (1,186)
Accrued liabilities 1,896 455
--------- --------
Net cash provided by continuing operations 4,896 6,361
--------- --------
Net income (loss) from discontinued operations 71 (203)
Net loss on disposal of discontinued operations (1,540) -
Net items providing (using) cash from discon-
tinued operations 1,071 (4,325)
--------- --------
Net cash used in discontinued operations (398) (4,528)
--------- --------
Net cash provided by all operating activities 4,498 1,833
--------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (4,177) (4,492)
Proceeds from sale of property, plant & equipment 18 38
Net proceeds from disposition of net assets
of discontinued operations 8,967 -
Other - net 1 (50)
--------- --------
Net cash provided by (used in) investing
activities 4,809 (4,504)
--------- --------
Cash flows from financing activities:
Borrowings under lines of credit - net 36 3,280
Payments of long-term debt (51) (7,936)
Dividends paid (2,607) (1,994)
Proceeds from exercise of stock options 1,021 277
Purchase of treasury stock (218) -
--------- --------
Net cash used in financing activities (1,819) (6,373)
--------- --------
Effect of exchange rate changes (840) 1,165
--------- --------
Net increase (decrease) in cash and cash
equivalents 6,648 (7,879)
--------- --------
Cash and cash equivalents at beginning of year 23,127 16,446
--------- --------
Cash and cash equivalents at June 30 $ 29,775 $ 8,567
========= ========
</TABLE>
See accompanying notes
4
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1996 AND 1995
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 1995 Annual Report to Stockholders.
2) The results of operations for the six months ended June 30, 1996 are not
necessarily indicative of results of operations for the year ending
December 31, 1996. 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) On May 23, 1996, the Company sold the principal operating assets of
Wynn's Climate Systems, Inc. (WCS), a manufacturer and marketer of
automotive air conditioning systems and components. Under the terms of
the transaction, the buyer acquired the main manufacturing facility in
Fort Worth, Texas, and WCS's leased facilities located elsewhere. The
buyer paid $8.9 million at closing, including $3.5 million with respect
to inventory, and assumed certain third party liabilities of WCS.
Registrant expects to receive from the buyer additional cash payments
over the 12 months following the sale based on the disposition of the
inventory and accounts receivable of WCS. From all sources, Registrant
expects to receive approximately $25 million in connection with the
transaction.
The results of operations for WCS and the loss on disposal of WCS'
principal net operating assets have been classified on the statements of
income as discontinued operations. Revenues from discontinued operations
for the period April 1 to May 23, 1996 and the three months ended June
30, 1995 were $8,731,000 and $11,252,000, respectively. Revenues from
discontinued operations for the period January 1 to May 23, 1996 and the
six months ended June 30, 1995 were $20,353,000 and $23,716,000,
respectively.
The net assets of WCS have been classified on the balance sheets as net
assets of discontinued operations and at June 30, 1996 consist primarily
of accounts receivable, inventory and other accrued liabilities.
4) Cash payments for interest and income taxes are as follows:
<TABLE>
<CAPTION>
Six Months
Ended June 30
-------------------------
1996 1995
---------- ----------
<S> <C> <C>
Interest $ 52,000 $1,338,000
Income taxes 6,282,000 5,953,000
</TABLE>
In 1995, additional common stock was issued upon the conversion of
$6,250,000 of long-term debt.
5
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
JUNE 30, 1996 AND 1995
5) 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
----------------------- -----------------------
1996 1995 1996 1995
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Primary 9,523,197 9,249,560 9,484,354 9,012,704
Fully diluted 9,533,665 9,258,258 9,530,190 9,252,240
</TABLE>
The number of shares and the related earnings per share data for all
periods have been adjusted retroactively to reflect the 3 for 2 stock
split effected in December 1995.
6
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF CONTINUING OPERATIONS
- --------------------------------
Comparison of the three months ended June 30, 1996 and 1995
- -----------------------------------------------------------
Net sales for the second quarter of 1996 were $71.8 million, an 8%
increase compared to sales of $66.8 million in the second quarter of 1995.
Sales of 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, increased 5% in the second
quarter of 1996 compared to the second quarter of 1995, reflecting higher
sales volume at the Virginia and Arizona operations, offset partially by
lower sales volumes at the Tennessee operations. The increase in sales at
the Virginia operation was due to growth in sales from the relatively new
applications of its composite gasket product line. The reduction in sales
at the Tennessee operation, which manufactures and sells primarily O-rings,
was due to the decline in U.S. automotive production rates during the most
recent quarter compared to the prior year.
Sales at the Specialty Chemicals Division, principally car care products,
increased 10% in the second quarter compared to the same quarter in 1995.
Sales increased 32% in the U.S. compared to the prior year primarily due to
higher sales of the division's product warranty programs and sales to
direct export customers. Foreign subsidiary sales decreased 2% from the
prior year primarily due to the negative effect of a strong U.S. dollar.
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 1995.
Sales by the Builders Hardware Division, comprised of Robert Skeels & Company,
the relatively small regional builders hardware products wholesale
distributor, increased 6% in the second quarter of 1996 compared to the
second quarter of 1995.
The consolidated cost of sales increased in the second quarter of 1996 to
60.1% of sales from 59.5% in the second quarter of 1995. The decrease in
the consolidated gross margin percentage was due to the change in mix of
revenues. The gross margin percentage increased at Precision due to the
higher volumes at its Virginia operations, partially offset by lower
volumes at Precision's Tennessee operations. 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 1996
were $20.0 million (27.8% of sales) compared to $19.9 million (29.7% of
sales) for the second quarter of 1995. Selling, general and administrative
expenses increased at Precision and at the Specialty Chemicals Division,
reflecting increased spending associated with higher revenues, but expenses
declined as a percentage of sales at the Specialty Chemicals Division and
remained unchanged as a percentage of sales at Precision. Operating
expenses at Corporate declined slightly in the second quarter of 1996
compared to the same period in 1995. Consolidated interest expense in the
7
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
second quarter of 1996 declined compared to the second quarter of 1995 due
to the elimination during 1995 of virtually all of the Company's
interest-bearing debt.
Income before taxes based on income increased 29% to $8.9 million in 1996 from
$6.9 million in the second quarter of 1995. In the Automotive Components
Division, Precision's operating profit increased 9% compared to the second
quarter of 1995 due to the higher sales. The Specialty Chemicals Division
experienced a 27% increase in operating profit in the quarter ended June
30, 1996 due primarily to improved results at its U.S. based operations.
The effective tax rate in the second quarter of 1996 was 38.2%, an
increase from the 37.1% rate in the second quarter of 1995. This increase
in the effective tax rate was primarily due to a reduction in the provision
for unremitted foreign earnings in 1995.
Net income from continuing operations increased 27% to $5.5 million in the
second quarter of 1996 compared to $4.4 million in the second quarter of
1995 as a result of the increase in pretax income. Primary income per
share increased in the second quarter of 1996 to $.58 from $.47 in 1995 due
to the higher net income. The number of shares used in the calculation of
primary earnings per share increased 3% in 1996 due primarily to the
exercise of stock options in 1995 and 1996 and an increase in the number of
outstanding stock options required to be included in the outstanding shares
calculation. Fully diluted earnings per share from continuing operations
increased 23% in 1996 compared to 1995 due to the increased net income.
Comparison of the six months ended June 30, 1996 and 1995
- ---------------------------------------------------------
Net sales for the first half of 1996 increased 8% to $143.3 million from
$132.4 million in the same period of last year. Sales were up 3% for the
Automotive Components Division compared to the first six months of 1995 due
primarily to higher sales of Precision's composite gasket product line.
These higher sales more than offset a small decline in Precision's other
revenues which decreased due to lower U.S. car and truck production rates
in 1996 compared to 1995. Sales for the Specialty Chemicals Division
increased 13% in the first six months of 1996 compared to the same period
in 1995 due primarily to improved sales in the U.S., France, Canada and
U.K. Sales for the Builders Hardware Division increased 7% compared to the
first half of the prior year.
Total cost of sales for the first half of 1996 was 59.8%, slightly more
than cost of sales of 59.6% in the first half of 1995. Precision generated
slightly higher gross margins, but the Specialty Chemicals Division
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 percentage at the Specialty
Chemicals Division was the result of a change in sales mix.
Selling, general and administrative expenses increased to $41.4 million
for the first six months of 1996 from $40.2 million for the same period in
1995. The increase primarily reflects higher spending levels due to the
higher revenues at all Divisions. Operating expenses at Corporate were
slightly below 1995 levels.
8
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
Consolidated interest expense for the six months ended June 30, 1996
declined $.7 million compared to the first six months of 1995 for the
reason stated in the analysis of the second quarter.
Income before taxes based on income increased to $16.6 million from $12.7
million in the first half of 1995. The Specialty Chemicals Division had a
35% increase in operating profit compared to the first half of last year
primarily due to improved results at its U.S., U.K. and South African-based
operations. In the Automotive Components Division, Precision's operating
profit increased compared to the first half of 1995 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 1995 due to the higher sales.
Net income from continuing operations increased 29% to $10.3 million in
the first half of 1996 from $8.0 million in the same period in 1995 due to
the growth in income before taxes, partially offset by an increase in the
effective tax rate to 38.1% from 37.5% in the six months ended June 30,
1995. The increase in the effective tax rate is due to the reason
explained in the analysis of the second quarter.
Primary earnings per share rose 23% to $1.08 in the first half of 1996
compared to $.88 in the same period in 1995. The increase in primary
earnings per share is attributable to the increase in net income, partially
offset by approximately 5% more shares outstanding in 1996 compared to 1995
due primarily to the conversion of convertible notes into 639,203 shares of
the Company's common stock in March 1995 and for the reasons explained in
the analysis of the second quarter. Fully diluted earnings per share
increased in 1996 compared to 1995 due to the higher net income.
RESULTS OF DISCONTINUED OPERATIONS
- ----------------------------------
On May 23, 1996, the Company sold the principal operating assets of Wynn's
Climate Systems, Inc., (WCS), the automotive air conditioning subsidiary
which was formerly part of the Automotive Components Division, to Moog
Automotive, Inc., a wholly-owned subsidiary of Cooper Industries, Inc.
The results of operations for WCS and the loss on disposal of WCS'
principal net operating assets have been classified on the statements of
income as discontinued operations. Revenues from discontinued operations
for the period April 1 to May 23, 1996 and the three months ended June 30,
1995 were $8,731,000 and $11,252,000, respectively. Revenues from
discontinued operations for the period January 1 to May 23, 1996 and the
six months ended June 30, 1995 were $20,353,000 and $23,716,000,
respectively. The loss on disposal of WCS includes a $2.7 million tax
benefit attributable to the deductibility of goodwill associated with the
original acquisition of WCS in 1978. Such goodwill had been previously
expensed for financial statement purposes with no tax benefit.
9
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
FINANCIAL CONDITION
- -------------------
Working capital at the end of the second quarter was $84.4 million compared to
$78.2 million at December 31, 1995. Net assets from discontinued operations
have been included in working capital amounts at June 30, 1996 and December 31,
1995. The current ratio was 2.56 to 1 at the end of the second quarter of this
year compared to 2.43 to 1 at December 31, 1995. The Company has adequate cash
and cash equivalents and lines of credit to meet foreseeable working capital
requirements.
Cash and cash equivalents were $29.8 million at June 30, 1996 compared to $23.1
million at December 31, 1995. The increase in cash and cash equivalents was
primarily due to the net proceeds received from the disposition of net assets
of discontinued operations, partially offset by the net use of cash by other
investing, financing and operating activities.
Accounts receivable increased $4.7 million to $48.5 million at June 30, 1996
from $43.8 million at December 31, 1995. This increase was principally due to
the higher sales at Precision and the Specialty Chemicals Division compared to
the quarter ended December 31, 1995. Inventories decreased slightly to $27.1
million at the end of the second quarter of this year compared to $27.3 million
at December 31, 1995. Net assets of discontinued operations decreased $10.0
million to $13.6 million at June 30, 1996 from $23.6 million at December 31,
1995. This decrease was due to the previously reported sale of WCS's principal
operating assets and related subsequent activities to dispose of the remaining
net assets.
During the six months ended June 30, 1996, the Company purchased $4.2 million
of new property, plant and equipment, primarily for the Automotive Components
Division. The Company anticipates that in 1996 capital expenditures will be
approximately $8 to $9 million.
Stockholders' equity at June 30, 1996 was $123.1 million or $13.50 per
share compared to $116.2 million or $12.85 per share at December 31, 1995.
The increase of $6.9 million is attributable to net income of $8.8 million,
$1.0 million from the exercise of common stock options and the amortization
of $.2 million of unearned compensation, reduced by a $1.1 million decrease
in the foreign currency translation account, $1.8 million of dividends
declared and $.2 million of repurchases of the Company's common stock.
10
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
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 8, 1996. At such
meeting, the stockholders approved the following matters:
1. The election of two directors for three-year terms ending in 1999; and
2. The appointment of Ernst & Young LLP as independent auditors of the
Company for the fiscal year ending December 31, 1996.
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:
Barton Beek 8,310,435 58,062
James Carroll 8,271,369 97,128
<CAPTION>
Broker
Item For Against Abstained Nonvotes
---- --- ------- --------- --------
<S> <C> <C> <C> <C>
Appointment of Ernst
& Young LLP 8,322,175 40,759 5,563 0
</TABLE>
11
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
2.1 - Asset Purchase Agreement, dated as of May 23, 1996, by and
between Moog Automotive, Inc. and Wynn's Climate Systems, Inc.,
Wynn's Climate Equipment Company and Wynn's (UK) Limited
(incorporated herein by reference to Exhibit 2.1 to Registrant's
current report on Form 8-K dated May 23, 1996).
11 - Computation of net income per common share - primary and
assuming full dilution.
27 - Financial data schedule.
(b) Registrant filed a report on Form 8-K dated May 23, 1996 reporting the
sale of the principal operating assets of its subsidiary, Wynn's Climate
Systems, Inc., to Moog Automotive, Inc. The report included unaudited
pro forma consolidated condensed statements of income disclosing income
from continuing operations as if the sale had occurred on January 1, 1995
and January 1, 1996. The report also includes an unaudited pro forma
consolidated condensed balance sheet presented as if the sale had
occurred on March 31, 1996.
12
<PAGE>
<PAGE>
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 2, 1996 James Carroll
------------------------- -------------------------------------------
James Carroll
President and Chief Executive Officer
Date August 2, 1996 Seymour A. Schlosser
------------------------- -------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting Officer)
13
<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
------------------------
1996 1995
--------- ---------
<S> <C> <C>
Net income from continuing operations $ 5,528 $ 4,354
Discontinued operations:
Net income (loss) from operations 36 (248)
Net loss on disposal (1,540) -
--------- ---------
Total net income $ 4,024 $ 4,106
========= =========
Weighted average number of shares issued 9,101,968 9,008,008
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 421,229 241,552
--------- ---------
Common and common equivalent shares 9,523,197 9,249,560
========= =========
Income per common share:
Continuing operations $.58 $.47
Discontinued operations:
Net income (loss) from operations - (0.03)
Net loss on disposal (0.16) -
--------- ---------
Total $0.42 $0.44
========= =========
<CAPTION>
Six Months Ended
June 30
------------------------
1996 1995
--------- ---------
<S> <C> <C>
Net income from continuing operations $ 10,251 $ 7,954
Discontinued operations:
Net income (loss) from operations 71 (203)
Net loss on disposal (1,540) -
--------- ---------
Total net income $ 8,782 $ 7,751
========= =========
Weighted average number of shares issued 9,091,099 8,792,663
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 393,255 220,041
--------- ---------
Common and common equivalent shares 9,484,354 9,012,704
========= =========
Income per common share:
Continuing operations $1.08 $0.88
Discontinued operations:
Net income (loss) from operations 0.01 (0.02)
Net loss on disposal (0.16) -
--------- ---------
Total $0.93 $0.86
========= =========
</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
June 30
------------------------
1996 1995
--------- ---------
<S> <C> <C>
Net income from continuing operations $ 5,528 $ 4,354
Discontinued operations:
Net income (loss) from operations 36 (248)
Net loss on disposal (1,540) -
--------- ---------
Total net income $ 4,024 $ 4,106
========= =========
Weighted average number of shares issued 9,101,968 9,008,008
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 431,697 250,250
--------- ---------
Fully diluted shares 9,533,665 9,258,258
========= =========
Income per common share:
Continuing operations $.58 $.47
Discontinued operations:
Net income (loss) from operations - (0.03)
Net loss on disposal (0.16) -
--------- ---------
Total $0.42 $0.44
========= =========
<CAPTION>
Six Months Ended
June 30
------------------------
1996 1995
--------- ---------
<S> <C> <C>
Net income from continuing operations $ 10,251 $ 7,954
Net interest expense from convertible notes - 59
--------- ---------
Adjusted net income from continuing operations 10,251 8,013
Discontinued operations:
Net income (loss) from operations 71 (203)
Net loss on disposal (1,540) -
--------- ---------
Total adjusted net income $ 8,782 $ 7,810
========= =========
Weighted average number of shares issued 9,091,099 8,792,663
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 439,091 250,060
Dilutive effect of assumed conversion of
notes outstanding - 209,517
--------- ---------
Fully diluted shares 9,530,190 9,252,240
========= =========
Income per common share:
Continuing operations $1.08 $0.87
Discontinued operations:
Net income (loss) from operations - (0.03)
Net loss on disposal (0.16) -
---------- ---------
Total $0.92 $0.84
========== =========
</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, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 29,775
<SECURITIES> 0
<RECEIVABLES> 49,270
<ALLOWANCES> 789
<INVENTORY> 27,123
<CURRENT-ASSETS> 138,426
<PP&E> 39,350<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 184,020
<CURRENT-LIABILITIES> 54,006
<BONDS> 24
0
0
<COMMON> 9,652
<OTHER-SE> 113,470
<TOTAL-LIABILITY-AND-EQUITY> 184,020
<SALES> 143,289
<TOTAL-REVENUES> 143,863
<CGS> 85,750
<TOTAL-COSTS> 85,750
<OTHER-EXPENSES> 41,330
<LOSS-PROVISION> 117
<INTEREST-EXPENSE> 105
<INCOME-PRETAX> 16,561
<INCOME-TAX> 6,310
<INCOME-CONTINUING> 10,251
<DISCONTINUED> (1,469)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,782
<EPS-PRIMARY> .93
<EPS-DILUTED> .92
<FN>
<F1>Property, Plant and Equipment, At Cost Less Accumulated Depreciation and
Amortization
</FN>
</TABLE>
