<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 March 31, 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 May 2, 1997, Registrant had 12,614,717 shares of common stock outstanding.
<PAGE>
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WYNN'S INTERNATIONAL, INC.
I N D E X
---------
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I - Financial Information
Item 1 - Financial Statements:
Consolidated Condensed Balance Sheets -
March 31, 1997 (unaudited) and
December 31, 1996 2
Unaudited Consolidated Condensed Statements
of Income - Three Months Ended March 31,
1997 and 1996 3
Unaudited Consolidated Condensed Statements
of Cash Flows - Three Months Ended March 31,
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 7-10
Part II - Other Information
Item 6 - Exhibits and Reports on Form 8-K 11
Signatures 12
</TABLE>
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<PAGE>
WYNN'S INTERNATIONAL, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
March 31
1997 December 31
(unaudited) 1996
----------- -----------
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 47,845 $ 53,304
Accounts receivable, less $867 allowance for
doubtful accounts ($870 at December 31, 1996) 55,460 48,347
Inventories:
Finished goods 20,110 19,789
Raw materials and work in process 11,857 11,151
-------- --------
31,967 30,940
Prepaid expenses and other current assets
(including deferred tax assets of $12,291 at
Mar. 31, 1997 and $12,025 at December 31, 1996) 22,062 21,157
Net assets of discontinued operations - 254
-------- --------
Total current assets 157,334 154,002
Property, plant and equipment, at cost less
accumulated depreciation and amortization 45,855 44,719
Other assets 6,277 6,384
-------- --------
$209,466 $205,105
======== ========
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
Current liabilities:
Accounts payable $ 18,399 $ 18,137
Taxes based on income 4,422 3,676
Accrued liabilities 41,538 42,531
Long-term debt due within one year 43 69
-------- --------
Total current liabilities 64,402 64,413
Deferred taxes based on income 7,579 7,740
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, 14,573,804
shares issued (14,546,540 at December 31, 1996) 14,574 14,547
Capital in excess of par value 10,784 10,377
Retained earnings 120,623 115,418
Equity adjustment from foreign currency
translation (3,112) (1,985)
Unearned compensation (183) (139)
Common stock held in treasury 859,087 shares,
at cost (869,962 at December 31, 1996) (5,201) (5,266)
-------- --------
Total stockholders' equity 137,485 132,952
-------- --------
$209,466 $205,105
======== ========
</TABLE>
See accompanying notes
2
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<PAGE>
WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(Dollars in Thousands, Except Per Share Amounts)
<TABLE>
<CAPTION>
Three Months Ended
March 31
---------------------
1997 1996
-------- --------
<S> <C> <C>
Revenues:
Net sales $ 77,887 $ 71,463
Interest income 667 255
-------- --------
78,554 71,718
-------- --------
Cost and expenses:
Cost of sales 47,615 42,567
Selling, general & administrative 20,801 21,478
Interest expense 55 52
-------- --------
68,471 64,097
-------- --------
Income from continuing operations
before taxes based on income 10,083 7,621
Provision for taxes based on income 3,781 2,898
-------- --------
Income from continuing operations 6,302 4,723
-------- --------
Discontinued operations:
Income from discontinued
operations, net of income
taxes of $31 - 35
-------- --------
Net income $ 6,302 $ 4,758
======== ========
Income per share of common stock:
Primary:
Continuing operations $.44 $ .33
Discontinued operations - .01
-------- --------
Total $.44 $ .34
======== ========
Fully diluted:
Continuing operations $.44 $ .33
Discontinued operations - -
-------- --------
Total $.44 $ .33
======== ========
Cash dividend per common share $.08 $.0667
======== ========
</TABLE>
See accompanying notes
3
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WYNN'S INTERNATIONAL, INC.
UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended
March 31
-----------------------
1997 1996
-------- --------
<S> <C> <C>
Cash flows from operating activities:
Net income from continuing operations $ 6,302 $ 4,723
Adjustments:
Depreciation and amortization 1,933 1,712
Provision for uncollectible accounts 74 90
Amortization of stock compensation 50 102
Gain on sale of property, plant & equipment (8) (9)
Benefit for deferred income taxes (378) (381)
Changes in operating assets and liabilities:
Accounts receivable (net) (7,187) (4,214)
Inventories (1,027) (1,041)
Prepaid expenses and other current assets (639) (643)
Other assets 29 (27)
Accounts payable 262 366
Product warranty program reserves 237 1,189
Taxes based on income 746 1,032
Accrued liabilities (314) (32)
-------- --------
Net cash provided by continuing operations 80 2,867
-------- --------
Net income from discontinued operations - 35
Net items using cash from discontinued operations - (4,029)
-------- --------
Net cash used in discontinued operations - (3,994)
-------- --------
Net cash provided by (used in) all operating
activities 80 (1,127)
-------- --------
Cash flows from investing activities:
Additions to property, plant and equipment (3,160) (2,232)
Proceeds from sale of property, plant & equipment 27 14
Net proceeds from disposition of net assets of
discontinued operations 254 -
Other - net 7 1
-------- --------
Net cash used in investing activities (2,872) (2,217)
-------- --------
Cash flows from financing activities:
Payments of long-term debt (26) (27)
Dividends paid (2,013) (1,694)
Proceeds from exercise of stock options 405 579
-------- --------
Net cash used in financing activities (1,634) (1,142)
-------- --------
Effect of exchange rate changes (1,033) (582)
-------- --------
Net decrease in cash and cash equivalents (5,459) (5,068)
-------- --------
Cash and cash equivalents at beginning of year 53,304 23,127
-------- --------
Cash and cash equivalents at March 31 $ 47,845 $ 18,059
======== ========
</TABLE>
See accompanying notes
4
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WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1997 AND 1996
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 1996 Annual Report to Stockholders.
2) The results of operations for the three months ended March 31, 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. As of March 31,
1997, the Company has received $26.5 million (including tax benefits of
$2.6 million) of an expected total of $29 million (including tax benefits
of $4.6 million) in connection with the transaction. The results of
operations for WCS have been classified on the statements of income as
discontinued operations. Revenues from discontinued operations for the
three months ended March 31, 1996 were $11,622,000.
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 $27.1 million.
In the quarter ending June 30, 1997, the shares repurchased will be
treated as treasury shares and the purchase price and related expenses
will be reported as a reduction in equity as the cost of treasury shares.
5) Cash payments for interest and income taxes are as follows:
<TABLE>
<CAPTION>
Three months ended March 31
---------------------------
1997 1996
---------- ----------
<S> <C> <C>
Interest $ 23,000 $ 28,000
Income taxes 3,413,000 2,278,000
</TABLE>
5
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WYNN'S INTERNATIONAL, INC.
NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED)
MARCH 31, 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 ended March 31
---------------------------
1997 1996
---------- ----------
<S> <C> <C>
Primary 14,323,969 14,144,483
Fully diluted 14,360,476 14,207,768
</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 1996.
6
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<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 March 31, 1997 and 1996
- ------------------------------------------------------------
Net sales for the first quarter of 1997 were $77.9 million, a 9% increase
compared to sales of $71.5 million in the first 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 17% in the first quarter of 1997 compared to the first quarter of
1996, primarily reflecting higher sales volume at Precision. Sales
increased at Precision's Virginia, Tennessee, Arizona and Canadian
operations. Contributing to the increase in sales was Precision's
September 1996 acquisition of an automotive sealing business in Kentucky.
The increase in sales at its Virginia operation was due to growth of its
expanded composite gasket product line. The increase in sales at its
Tennessee operation, which manufactures and sells primarily O-rings, was
due to higher U.S. automotive production rates during the most recent
quarter compared to the prior year. Sales at Skeels declined slightly in
the first quarter of 1997 compared to the same quarter in 1996.
Sales at the Specialty Chemicals Division, principally car care products,
increased 1% in the first 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 6% in the most recent quarter
compared to the comparable quarter in 1996. Sales increased 7% 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 Asian and Latin
American distributors. Foreign subsidiary sales, especially in France and
Belgium, decreased on a dollar denominated basis from the prior year
primarily due to the negative translation effect of a strong U.S. dollar.
Interest income increased $.4 million during the first quarter of 1997
compared to the first quarter of 1996 due to higher cash and cash
equivalent balances on deposit in the most recent quarter.
The consolidated cost of sales in the first quarter of 1997 increased to
61.1% of sales compared to 59.6% in the first 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, primarily due to increased manufacturing costs and continued
pricing pressure. At the Specialty Chemicals Division, the gross profit
increased slightly, but declined as a percentage of sales due to the
increased sales of the product warranty kit programs, which have a lower
gross margin than the other specialty chemical products.
Selling, general and administrative (SG&A) expenses in the first quarter of
1997 were $20.8 million (26.7% of sales) compared to $21.5 million (30.1% of
sales) for the first quarter of 1996. SG&A expenses declined $.9 million at
the Specialty
7
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
Chemicals Division, reflecting reduced spending for advertising and
promotional programs and the translation effect of a strong U.S. dollar.
The decline was partially offset by an increase in SG&A expenses at Precision
due to the higher sales volumes. SG&A expenses declined as a percentage of
sales at the Specialty Chemicals Division due to the change in revenue mix and
lower spending. SG&A expenses also declined as a percentage of sales at
Precision due to the higher revenues and constant monitoring of costs.
Operating expenses at Corporate also declined in the first quarter of 1997
compared to the same period in 1996.
Income before taxes based on income increased 32% to $10.1 million in 1997
from $7.6 million in the first quarter of 1996. In the Automotive and
Industrial Components Division, Precision's operating profit increased 12%
compared to the first quarter of 1996 due to the higher sales. The
Specialty Chemicals Division experienced a 29% increase in operating profit
in the quarter ended March 31, 1997 due primarily to improved results at
its U.S.-based operations, especially the product warranty division.
The effective tax rate in the first quarter of 1997 was 37.5%, down from
the 38.0% rate in the first quarter of 1996 and slightly above the full
year 1996 rate of 37.2%.
Income from continuing operations increased 33% to $6.3 million in the
first quarter of 1997 compared to $4.7 million in the first quarter of 1996
as a result of the increase in pretax income and lower effective tax rate.
Primary income per share in the first quarter of 1997 increased to $.44
from $.33 in 1996 due to the higher income. The number of shares used in
the calculation of primary earnings per share increased 1% in 1997 due
primarily to the exercise of stock options in 1996 and 1997 and an increase
in the number of outstanding stock options required to be included in the
calculation of outstanding shares. Fully diluted earnings per share from
continuing operations increased 33% in 1997 compared to 1996 due to the
increased 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 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. Revenues from
discontinued operations for the three months ended March 31, 1996 were
$11,622,000.
FINANCIAL CONDITION
- -------------------
Working capital at the end of the first quarter was $92.9 million compared
to $89.6 million at December 31, 1996. The current ratio at the end of the
first quarter of 1997 was 2.44 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.
8
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
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
$27.1 million, which was funded from cash and cash equivalents. The shares
purchased in the Tender Offer will be treated as treasury shares. The
aggregate cost of the Tender Offer will be reported as a reduction in the
equity of the Company for the period ending June 30, 1997.
Cash and cash equivalents were $47.8 million at March 31, 1997 compared to
$53.3 million at December 31, 1996. The decrease in cash and cash
equivalents was primarily due to an increase in accounts receivable and
inventories, and the funding of incentive compensation, capital
expenditures and dividend payments.
Accounts receivable increased $7.1 million to $55.5 million at March 31,
1997 from $48.3 million at December 31, 1996. This increase was primarily
due to the higher sales at Precision and the offering of extended terms to
certain large customers of the Specialty Chemicals' product warranty
division. Inventories increased $1.0 million to $32.0 million at the end
of the first quarter compared to $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 three months ended March 31, 1997, the Company purchased $3.2
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 million in 1997.
Stockholders' equity at March 31, 1997 was $137.5 million or $10.02 per
share compared to $133.0 million or $9.72 per share at December 31, 1996.
The increase of $4.5 million is attributable to net income of $6.3 million,
$.4 million from the exercise of stock options and the amortization of
unearned compensation, reduced by a $1.1 million decrease in the foreign
currency translation account and $1.1 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; the
sufficiency of working capital; and the sales growth of the composite
gasket product line and the product warranty program.
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 impact of competitive products on the composite
gasket product line and product warranty program; attempts by state
governments to regulate the product warranty program; the Company's
9
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (Continued)
- -------------------------------------------------
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.
10
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WYNN'S INTERNATIONAL, INC.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
11 - Computation of net income per common share - primary and
assuming full dilution.
27 - Financial data schedule.
(b) Registrant has not filed any reports on Form 8-K during the quarter for
which this report is filed.
11
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WYNN'S INTERNATIONAL, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WYNN'S INTERNATIONAL, INC.
------------------------------------------
(Registrant)
Date May 9, 1997 James Carroll
----------------------- ------------------------------------------
James Carroll
Chairman and Chief Executive Officer
Date May 9, 1997 Seymour A. Schlosser
----------------------- ------------------------------------------
Seymour A. Schlosser
Vice President-Finance
(Principal Financial and Accounting
Officer)
12
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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)
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<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
March 31
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
Income from continuing operations $ 6,302 $ 4,723
Discontinued operations:
Income from operations - 35
---------- ----------
Total net income $ 6,302 $ 4,758
========== ==========
Weighted average number of shares issued 13,707,134 13,620,153
Net shares assumed issued using the treasury
stock method for stock options outstanding
during each period based on average market
price 613,191 524,330
Net shares assumed issued for performance shares
pending issuance based on satisfaction of
vesting requirements 3,644 -
---------- ----------
Common and common equivalent shares 14,323,969 14,144,483
========== ==========
Income per common share:
Continuing operations $.44 $.33
Discontinued operations - .01
---------- ----------
Total $.44 $.34
========== ==========
COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING FULL DILUTION
(Dollars in Thousands, Except Per Share Amounts)
<CAPTION>
Three Months Ended
March 31
-------------------------
1997 1996
---------- ----------
<S> <C> <C>
Income from continuing operations $ 6,302 $ 4,723
Discontinued operations:
Income from operations - 35
---------- ----------
Total net income $ 6,302 $ 4,758
========== ==========
Weighted average number of shares issued 13,707,134 13,620,153
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 649,698 587,615
Net shares assumed issued for performance shares
pending issuance based on satisfaction of
vesting requirements 3,644 -
---------- ----------
Fully diluted shares 14,360,476 14,207,768
========== ==========
Income per common share:
Continuing operations $.44 $.33
Discontinued operations - -
---------- ----------
Total $.44 $.33
========== ==========
</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 MARCH 31, 1997
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 47,845
<SECURITIES> 0
<RECEIVABLES> 56,327
<ALLOWANCES> 867
<INVENTORY> 31,967
<CURRENT-ASSETS> 157,334
<PP&E> 45,855<F1>
<DEPRECIATION> 0
<TOTAL-ASSETS> 209,466
<CURRENT-LIABILITIES> 64,402
<BONDS> 0
0
0
<COMMON> 14,574
<OTHER-SE> 122,911
<TOTAL-LIABILITY-AND-EQUITY> 209,466
<SALES> 77,887
<TOTAL-REVENUES> 78,554
<CGS> 47,615
<TOTAL-COSTS> 47,615
<OTHER-EXPENSES> 20,727
<LOSS-PROVISION> 74
<INTEREST-EXPENSE> 55
<INCOME-PRETAX> 10,083
<INCOME-TAX> 3,781
<INCOME-CONTINUING> 6,302
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,302
<EPS-PRIMARY> .44
<EPS-DILUTED> .44
<FN>
<F1>PROPERTY, PLANT AND EQUIPMENT, AT COST LESS ACCUMULATED DEPRECIATION AND
AMORTIZATION
</FN>
</TABLE>
