<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 September 30, 1997
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 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 October 30, 1997, Registrant had 12,825,053 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 -
September 30, 1997 (unaudited) and
December 31, 1996 2
Unaudited Consolidated Condensed Statements
of Income - Three Months and Nine Months Ended
September 30, 1997 and 1996 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Nine Months Ended
September 30, 1997 and 1996 4
Notes to Unaudited Consolidated Condensed
Financial Statements 5-6
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-11
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K 12
Signatures 13
</TABLE>
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
September 30
1997 December 31
(unaudited) 1996
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 34,823 $ 53,304
Accounts receivable, less $1,096 allowance for
doubtful accounts ($870 at December 31, 1996) 58,044 48,347
Inventories:
Finished goods 18,423 19,789
Raw materials and work in process 11,652 11,151
-------- --------
30,075 30,940
Prepaid expenses and other current assets
(including deferred tax assets of $12,177 at
September 30, 1997 and $12,025 at
December 31, 1996) 22,933 21,411
-------- --------
Total current assets 145,875 154,002
Property, plant and equipment, at cost less
accumulated depreciation and amortization 48,392 44,719
Other assets 6,092 6,384
-------- --------
$200,359 $205,105
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Notes payable $ 58 $ -
Accounts payable 20,216 18,137
Taxes based on income 4,052 3,676
Accrued liabilities 47,617 42,531
Long-term debt due within one year - 69
-------- --------
Total current liabilities 71,943 64,413
Deferred taxes based on income 7,275 7,740
Commitments and contingencies
Stockholders' equity:
Preferred stock, $1 par value;
500,000 shares authorized, none issued - -
Common stock, $1 par value;
40,000,000 shares authorized, 14,573,804
shares issued (14,546,540 at December 31, 1996) 14,574 14,547
Capital in excess of par value 8,056 10,377
Retained earnings 131,806 115,418
Equity adjustment from foreign currency
translation (4,154) (1,985)
Unearned compensation (113) (139)
Common stock held in treasury 1,748,751 shares,
at cost (869,962 at December 31, 1996) (29,028) (5,266)
-------- --------
Total stockholders' equity 121,141 132,952
-------- --------
$200,359 $205,105
======== ========
</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 Nine Months Ended
September 30 September 30
------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 79,356 $ 70,611 $238,283 $213,900
Interest income 447 538 1,571 1,112
-------- -------- -------- --------
79,803 71,149 239,854 215,012
-------- -------- -------- --------
Cost and expenses:
Cost of sales 49,844 42,877 147,723 128,627
Selling, general & admin-
istrative 19,675 19,580 61,348 61,027
Interest expense 68 60 183 165
-------- -------- -------- --------
69,587 62,517 209,254 189,819
-------- -------- -------- --------
Income from continuing operations
before taxes based on income 10,216 8,632 30,600 25,193
Provision for taxes based on
income 3,800 3,213 11,383 9,523
-------- -------- -------- --------
Income from continuing operations 6,416 5,419 19,217 15,670
-------- -------- -------- --------
Discontinued operations:
Income from discontinued
operations, net of income
taxes of $39 - - - 71
Income (loss) on disposal of
discontinued operations, net
of income taxes (benefits)
of $520, $159 and $(4,882) - 180 319 (1,360)
-------- -------- -------- --------
Net income $ 6,416 $ 5,599 $ 19,536 $ 14,381
======== ======== ======== ========
Income per share of common stock:
Primary:
Continuing operations $.48 $.38 $1.40 $1.10
Discontinued operations:
From operations - - - .01
Income (loss) on disposal - .01 .02 (.10)
-------- -------- -------- --------
Total $.48 $.39 $1.42 $1.01
======== ======== ======== ========
Fully diluted:
Continuing operations $.48 $.38 $1.39 $1.10
Discontinued operations:
From operations - - - .01
Income (loss) on disposal - .01 .02 (.10)
-------- -------- -------- --------
Total $.48 $.39 $1.41 $1.01
======== ======== ======== ========
Cash dividend per common share $.08 $.0667 $.24 $.20
======== ======== ======== ========
</TABLE>
See accompanying notes
3
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
September 30
-----------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Income from continuing operations $ 19,217 $ 15,670
Adjustments:
Depreciation and amortization 5,990 5,160
Provision for uncollectible accounts 344 236
Amortization of stock compensation 145 305
Gain on sale of property, plant & equipment (22) (3)
Benefit for deferred income taxes (512) (2,648)
Changes in operating assets and liabilities:
Accounts receivable (net) (10,041) (5,054)
Inventories 865 953
Prepaid expenses and other current assets (1,624) (2,413)
Other assets (69) (15)
Accounts payable 2,079 (1,433)
Product warranty program reserves 1,021 2,185
Taxes based on income 355 (80)
Accrued liabilities 4,981 3,663
-------- --------
Net cash provided by continuing operations 22,729 16,526
-------- --------
Income from discontinued operations - 71
Income (loss) on disposal of discontinued
operations 319 (1,360)
Net items providing cash from discontinued
operations - 371
-------- --------
Net cash provided by (used in) discontinued
operations 319 (918)
-------- --------
Net cash provided by all operating activities 23,048 15,608
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (9,641) (6,759)
Proceeds from sale of property, plant & equipment 86 53
Acquisition of business - (8,805)
Net proceeds from disposition of net assets of
discontinued operations 254 21,439
Other - net 8 (2)
-------- --------
Net cash provided by (used in) investing
activities (9,293) 5,926
-------- --------
Cash flows from financing activities:
Borrowings under lines of credit - net 58 -
Payments of long-term debt (69) (73)
Dividends paid (4,064) (3,516)
Proceeds from exercise of stock options 1,881 1,476
Purchase of treasury stock (28,056) (1,767)
-------- --------
Net cash used in financing activities (30,250) (3,880)
-------- --------
Effect of exchange rate changes (1,986) (703)
-------- --------
Net increase (decrease) in cash and cash
equivalents (18,481) 16,951
-------- --------
Cash and cash equivalents at beginning of year 53,304 23,127
-------- --------
Cash and cash equivalents at September 30 $ 34,823 $ 40,078
======== ========
</TABLE>
See accompanying notes
4
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1997 AND 1996
1) The accompanying unaudited consolidated condensed financial statements
include all adjustments which in the opinion of management are necessary
for 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 1996 Annual Report to Stockholders.
2) The results of operations for the nine months ended September 30, 1997
are not necessarily indicative of results of operations for the year
ending December 31, 1997. 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. The results of
operations for WCS and the income or 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 January 1 to May 23, 1996 were $20,353,000.
4) On March 26, 1997, the Company commenced a Dutch Auction self-tender
offer (the "Tender Offer") to purchase for cash up to 1,100,000 shares,
or approximately 8.0%, of its issued and outstanding Common Stock at a
purchase price of not greater than $25.00 per share nor less than $22.00
per share. Pursuant to the Tender Offer, which terminated on April 22,
1997, the Company purchased 1,100,000 shares of its Common Stock at a
purchase price of $24.25 per share. The aggregate cost to the Company of
the Tender Offer, including expenses, was approximately $27 million. In
the quarter ended June 30, 1997, the shares repurchased were treated as
treasury shares and the purchase price and related expenses have been
reported as a reduction in the equity of the Company as the cost of
treasury shares.
5) Cash payments for interest and income taxes are as follows:
<TABLE>
<CAPTION>
Nine Months
Ended September 30
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
Interest $ 88,000 $ 83,000
Income taxes 11,699,000 7,408,000
</TABLE>
5
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
SEPTEMBER 30, 1997 AND 1996
6) The number of shares used in the calculation of primary and fully diluted
earnings per share information is as follows:
<TABLE>
<CAPTION>
Three Months Nine Months
Ended September 30 Ended September 30
------------------------ ------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Primary 13,348,439 14,213,718 13,766,626 14,223,957
Fully diluted 13,368,776 14,235,959 13,832,862 14,275,380
</TABLE>
The number of shares and the related earnings per share data for the
periods ended September 30, 1996 have been adjusted retroactively to
reflect the 3 for 2 stock split effected in December 1996.
7) In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings per Share,
which is required to be adopted on December 31, 1997. At that time, the
Company will be required to change the method currently used to compute
earnings per share and to restate all prior periods. Under the new
requirements for calculating primary earnings per share, the dilutive
effect of stock options and pending performance shares will be excluded.
The impact is expected to result in an increase in primary earnings per
share for the quarters ended September 30, 1997 and 1996 of $.02 and $.02
per share, respectively, and for the nine months ended September 30, 1997
and 1996 of $.06 and $.05 per share, respectively. The impact of this
Statement on the calculation of fully diluted earnings per share for
these quarters and nine-month periods is not expected to be material.
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 September 30, 1997 and 1996
- ----------------------------------------------------------------
Net sales for the third quarter of 1997 were $79.4 million, a 12% increase
compared to sales of $70.6 million in the third quarter of 1996. Sales of
the Automotive and Industrial 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 Robert Skeels & Company
(Skeels), a small regional wholesale distributor of builders hardware products,
increased 20% in the third quarter of 1997 compared to the third quarter of
1996, primarily reflecting higher sales volume at Precision. Precision's
sales increased at all divisions, with the most significant growth
occurring at its Virginia and Tennessee operations. Also contributing to
the increase in sales was Precision's September 1996 acquisition of an
automotive sealing business in Kentucky. The increase in sales at
Precision's Virginia operation was due to growth of its expanded composite
gasket product line. The increase in sales at Precision's Tennessee
operation, which manufactures and sells primarily O-rings, was due mainly
to higher sales to the automotive, heavy truck and off-road markets. This
increase in revenues occurred despite lower U.S. automotive production
rates during the most recent quarter compared to the prior year. Sales at
Skeels were approximately the same in the third quarter of 1997 compared to
the same quarter in 1996.
Sales at the Specialty Chemicals Division, principally car care products,
increased 5% in the third quarter compared to the same quarter in 1996.
Excluding the effect of foreign exchange rate fluctuations, total net sales
of this Division would have increased 12% in the most recent quarter
compared to the same quarter in 1996. Sales increased 12% in the U.S.
compared to the prior year primarily due to higher sales of the division's
product warranty programs and higher export sales to Latin American
distributors. Foreign subsidiary sales decreased 1% in the most recent
quarter compared to the prior year due to the continued negative
translation effect of the strong U.S. dollar.
The consolidated cost of sales in the third quarter of 1997 increased to
62.8% of sales compared to 60.7% in the third quarter of 1996. The
decrease in the consolidated gross margin percentage was due to the change
in mix of revenues. Precision generated higher gross profit due to the
higher sales volume, but its gross margin as a percentage of sales
decreased. The decrease was due to additional sales of its lower margin
plastics products, partially offset by improved margins in the Tennessee
operations. At the Specialty Chemicals Division, gross profit increased
due to the higher sales, but declined as a percentage of sales due to the
increase in sales in the U.S., which generally have a lower gross margin
than this Division's foreign subsidiary sales.
Selling, general and administrative (SG&A) expenses in the third quarter of
1997 were $19.7 million (24.8% of sales) compared to $19.6 million (27.7% of
sales) for
7
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
the third quarter of 1996. The small increase in SG&A expenses was primarily
due to higher expenses at Precision, reflecting the higher sales volumes,
partially offset by a decline in expenses at the Specialty Chemicals
Division. The decline was due to the translation effect of a strong U.S.
dollar and accruals for foreign relocation and severance costs in the prior
year's comparable quarter. As a percentage of sales, SG&A expenses declined at
Precision due to the higher revenues and constant monitoring of costs and
at the Specialty Chemicals Division due to the lower spending. Operating
expenses at Corporate increased in the third quarter of 1997 compared to
the third quarter of 1996, reflecting increased executive and incentive
compensation costs.
Income before taxes based on income increased 18% to $10.2 million in 1997
from $8.6 million in the third quarter of 1996. In the Automotive and
Industrial Components Division, Precision's operating profit increased 20%
compared to the third quarter of 1996 due to the higher sales. The
Specialty Chemicals Division experienced an 18% increase in operating
profit in the quarter ended September 30, 1997 due primarily to improved
results in its North American operations, especially in the U.S.
The effective tax rate in the third quarter of 1997 was 37.2%, unchanged
from the tax rate in the third quarter of 1996.
Income from continuing operations increased 18% to $6.4 million in the
third quarter of 1997 compared to $5.4 million in the third quarter of 1996
as a result of the increase in pretax income. Primary income per share in
the third quarter of 1997 increased to $.48 from $.38 in 1996, a 26%
increase, due to the higher income and fewer shares outstanding. The
number of shares used in the calculation of primary earnings per share
decreased 6% in 1997 due primarily to the repurchase in April 1997 of 1.1
million shares of the Company's outstanding stock pursuant to a Dutch
Auction self-tender offer. Fully diluted earnings per share from
continuing operations also increased 26% in 1997 compared to 1996 for the
same reasons as the increase in primary earnings per share.
Comparison of the nine months ended September 30, 1997 and 1996
- ---------------------------------------------------------------
Net sales for the nine months ended September 30, 1997 increased 11% to
$238.3 million from $213.9 million in the same period of last year. Sales
were up 20% for the Automotive Components Division compared to the first
nine months of 1996 due primarily to higher sales at Precision's Virginia
and Tennessee operations, and the inclusion of sales from its Kentucky
operation which was acquired in September 1996. Sales at Skeels increased
in the first nine months of 1997 compared to the same period last year.
Sales for the Specialty Chemicals Division increased 3% in the first nine
months of 1997 compared to the same period in 1996 due primarily to higher
sales in the U.S. Excluding the effect of foreign exchange rate fluctua-
tions, total sales of this Division would have increased 9% in the first
nine months of 1997 compared to the same period in 1996.
Interest income increased $.5 million during the first nine months of 1997
compared to the same period in 1996 due to higher average cash and cash
equivalent balances on deposit.
8
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
Total cost of sales for the first nine months of 1997 was 62.0% of sales
compared to 60.1% in the first nine months of 1996. Both the Specialty
Chemicals Division and Precision generated higher gross profit due to the
higher sales volume, but gross margins declined as a percentage of sales.
The decrease in gross margin percentage at the Specialty Chemicals Division
was the result of a change in sales mix. Precision's gross margin declined
due to higher sales of its lower margin plastics products and general price
pressures.
Selling, general and administrative expenses increased slightly to $61.3
million for the first nine months of 1997 from $61.0 million for the same
period in 1996. The increase primarily reflects higher spending levels at
Precision due to the higher revenues, partially offset by a decline in
expenses at the Specialty Chemicals Division due to a change in revenue mix
and the translation effect of a strong U.S. dollar. Operating expenses at
Corporate for the first nine months of 1997 were slightly above 1996 levels
for the comparable period.
Income before taxes based on income increased to $30.6 million from $25.2
million in the first nine months of 1996. The Specialty Chemicals Division
had a 24% increase in operating profit compared to the first nine months of
last year primarily due to the reasons stated in the analysis of the third
quarter. In the Automotive Components Division, both Precision's and
Skeels' operating profit increased compared to the first nine months of
1996 as a result of higher sales.
Income from continuing operations increased 23% to $19.2 million in the
first nine months of 1997 from $15.7 million in the same period in 1996 due
to the growth in income before taxes and a decrease in the effective tax
rate to 37.2% from 37.8% in the nine months ended September 30, 1996. The
decrease in the effective tax rate reflects the anticipated 1997 full year
rate of 37.2%, which is the same as the 1996 full year rate.
Primary earnings per share rose 27% to $1.40 in the first nine months of
1997 compared to $1.10 in the same period in 1996. The increase in primary
earnings per share is attributable to the increase in income and a 3%
decrease in the number of shares used in the calculation of primary
earnings per share for the reason explained in the analysis of the third
quarter. Fully diluted earnings per share increased in 1997 compared to
1996 due to the higher income and fewer shares outstanding.
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 business
which was formerly part of the Automotive and Industrial Components
Division. The results of operations for WCS have been classified on the
statements of income as discontinued operations. Income from discontinued
operations of $319,000 in the first nine months of 1997 was attributable to
adjustments to certain estimated reserves arising from the May 1996 sale.
At September 30, 1997, the remaining net reserves arising from the sale of
WCS' assets were not significant. Revenues from discontinued operations
for the period January 1, 1996 to May 23, 1996 were $20,353,000.
9
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
FINANCIAL CONDITION
- -------------------
Working capital at September 30, 1997 was $73.9 million compared to $89.6
million at December 31, 1996. The current ratio at September 30, 1997 was
2.03 to 1 compared to 2.39 to 1 at December 31, 1996. The Company has
adequate cash and cash equivalents and lines of credit to meet foreseeable
working capital requirements.
On March 26, 1997, the Company commenced a Dutch Auction self-tender offer
(the "Tender Offer") to purchase for cash up to 1,100,000 shares of its
issued and outstanding Common Stock. Pursuant to the Tender Offer, which
terminated on April 22, 1997, the Company purchased 1,100,000 shares of its
Common Stock at a purchase price of $24.25 per share. The aggregate cost
to the Company of the Tender Offer, including expenses, was approximately
$27 million, which was funded from cash and cash equivalents. The shares
purchased in the Tender Offer were treated as treasury shares and the
aggregate cost has been reported as a reduction in the equity of the
Company as the cost of treasury shares.
Cash and cash equivalents were $34.8 million at September 30, 1997
compared to $53.3 million at December 31, 1996. The decrease in cash and
cash equivalents was primarily due to the funding of the Tender Offer to
repurchase 1.1 million shares of the Company's common stock for
approximately $27 million.
Accounts receivable increased $9.7 million to $58.0 million at September
30, 1997 from $48.3 million at December 31, 1996. This increase was
primarily due to the higher sales at Precision and the Specialty Chemicals
Division. Inventories decreased $.9 million to $30.1 million at the end of
the third quarter of this year compared to the $30.9 million at December
31, 1996. Inventories increased at the Specialty Chemicals Division,
primarily in the U.S. professional products division, but declined at
Precision.
During the nine months ended September 30, 1997, the Company purchased
$9.6 million of new property, plant and equipment, primarily for the
Automotive and Industrial Components Division. The Company anticipates
that capital expenditures will be approximately $11 to $12 million in 1997.
Stockholders' equity at September 30, 1997 was $121.1 million or $9.45 per
share compared to $133.0 million or $9.72 per share at December 31, 1996.
The decrease of $11.8 million is attributable to net income of $19.5
million, $2.0 million from the exercise of stock options and the
amortization of unearned compensation, reduced by repurchases of the
Company's common stock for $28.0 million, a $2.2 million decrease in the
foreign currency translation account and $3.1 million of dividends
declared.
FORWARD-LOOKING STATEMENTS
- --------------------------
The preceding financial statements and Management's Discussion and
Analysis contain various "forward-looking statements" representing the
Company's expectations or beliefs concerning future events. The statements
include the following: the anticipated level of capital expenditures and
the sufficiency of working capital.
10
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
The Company cautions that these statements are further qualified by
important factors that could cause actual results to differ materially from
those in the forward-looking statements, including the following: sales of
new and used cars in the U.S.; automotive and off-road construction vehicle
production rates in North America; continued pricing pressure in the U.S.
automotive industry; the Company's ultimate liability for environmental
matters; and general economic conditions, especially in North America and
Western Europe.
The Company's actual results thus may differ materially from the expected
results expressed or implied by the forward-looking statements.
11
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
PART II - OTHER INFORMATION
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibits
11 - Computation of net income per common share - primary and
assuming full dilution.
27 - Financial data schedule.
(b) Registrant has not filed any reports on Form 8-K during the quarter for
which this report is filed.
12
<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 October 31, 1997 James Carroll
------------------------ -------------------------------------------
James Carroll
Chairman and Chief Executive Officer
Date October 31, 1997 Seymour A. Schlosser
------------------------ -------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting Officer)
13
<PAGE>
<PAGE>
WYNN'S INTERNATIONAL, INC.
INDEX TO EXHIBITS
Exhibit
Number Description
- ------ -----------
11 Computation of Net Income Per Common Share - Primary
and Assuming Full Dilution
27 Financial Data Schedule (included with EDGAR version
only)
<PAGE>
<PAGE> Exhibit 11
WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - PRIMARY
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
Income from continuing operations $ 6,416 $ 5,419
Discontinued operations:
Income from operations - -
Income on disposal - 180
---------- ----------
Total net income $ 6,416 $ 5,599
========== ==========
Weighted average number of shares issued 12,822,248 13,633,394
Net shares assumed issued using the treasury stock
method for stock options outstanding during each
period based on average market price 520,233 580,324
Net shares assumed issued for performance shares
pending issuance based on satisfaction of
vesting requirements 5,958 -
---------- ----------
Common and common equivalent shares 13,348,439 14,213,718
========== ==========
Income per common share:
Continuing operations $.48 $.38
Discontinued operations:
Income from operations - -
Income on disposal - .01
---------- ----------
Total $.48 $.39
========== ==========
<CAPTION>
Nine Months Ended
September 30
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
Income from continuing operations $ 19,217 $ 15,670
Discontinued operations:
Income from operations - 71
Income (loss) on disposal 319 (1,360)
---------- ----------
Total net income $ 19,536 $ 14,381
========== ==========
Weighted average number of shares issued 13,191,138 13,635,435
Net shares assumed issued using the treasury stock
method for stock options outstanding during each
period based on average market price 570,418 588,522
Net shares assumed issued for performance shares
pending issuance based on satisfaction of
vesting requirements 5,070 -
---------- ----------
Common and common equivalent shares 13,766,626 14,223,957
========== ==========
Income per common share:
Continuing operations $1.40 $1.10
Discontinued operations:
Income from operations - .01
Income (loss) on disposal .02 (.10)
---------- ----------
Total $1.42 $1.01
========== ==========
</TABLE>
1
<PAGE>
<PAGE> Exhibit 11
WYNN'S INTERNATIONAL, INC.
COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING FULL DILUTION
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
September 30
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
Income from continuing operations $ 6,416 $ 5,419
Discontinued operations:
Income from operations - -
Income on disposal - 180
---------- ----------
Total net income $ 6,416 $ 5,599
========== ==========
Weighted average number of shares issued 12,822,248 13,633,394
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 540,570 602,565
Net shares assumed issued for performance shares
pending issuance based on satisfaction of
vesting requirements 5,958 -
---------- ----------
Fully diluted shares 13,368,776 14,235,959
========== ==========
Income per common share:
Continuing operations $.48 $.38
Discontinued operations:
Income from operations - -
Income on disposal - .01
---------- ----------
Total $.48 $.39
========== ==========
<CAPTION>
Nine Months Ended
September 30
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
Income from continuing operations $ 19,217 $ 15,670
Discontinued operations:
Income from operations - 71
Income (loss) on disposal 319 (1,360)
---------- ----------
Total net income $ 19,536 $ 14,381
========== ==========
Weighted average number of shares issued 13,191,138 13,635,435
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 636,654 639,945
Net shares assumed issued for performance shares
pending issuance based on satisfaction of
vesting requirements 5,070 -
---------- ----------
Fully diluted shares 13,832,862 14,275,380
========== ==========
Income per common share:
Continuing operations $1.39 $1.10
Discontinued operations:
Income from operations - .01
Income (loss) on disposal .02 (.10)
---------- ----------
Total $1.41 $1.01
========== ==========
</TABLE>
2
<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 SEPTEMBER 30,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 34,823
<SECURITIES> 0
<RECEIVABLES> 59,140
<ALLOWANCES> 1,096
<INVENTORY> 30,075
<CURRENT-ASSETS> 145,875
<PP&E> 48,392<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 200,359
<CURRENT-LIABILITIES> 71,943
<BONDS> 0
0
0
<COMMON> 14,574
<OTHER-SE> 106,567
<TOTAL-LIABILITY-AND-EQUITY> 200,359
<SALES> 238,283
<TOTAL-REVENUES> 239,854
<CGS> 147,723
<TOTAL-COSTS> 147,723
<OTHER-EXPENSES> 61,004
<LOSS-PROVISION> 344
<INTEREST-EXPENSE> 183
<INCOME-PRETAX> 30,600
<INCOME-TAX> 11,383
<INCOME-CONTINUING> 19,217
<DISCONTINUED> 319
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 19,536
<EPS-PRIMARY> 1.42
<EPS-DILUTED> 1.41
<FN>
<F1>PROPERTY, PLANT AND EQUIPMENT, AT COST LESS
ACCUMULATED DEPRECIATION AND AMORTIZATION
</FN>
</TABLE>
