-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, rYTl3s8f8VRkP6gQ5SSbFsxamEjfqG1vJGtdRRvWChtndnOqM9VZ+nX1g2y67c52 9VnBTbR9wiCabWQQuN5E7w== 0000108721-94-000007.txt : 19940817 0000108721-94-000007.hdr.sgml : 19940817 ACCESSION NUMBER: 0000108721-94-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNNS INTERNATIONAL INC CENTRAL INDEX KEY: 0000108721 STANDARD INDUSTRIAL CLASSIFICATION: 3585 IRS NUMBER: 952854312 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07200 FILM NUMBER: 94542596 BUSINESS ADDRESS: STREET 1: 500 NORTH STATE COLLEGE BLVD CITY: ORANGE STATE: CA ZIP: 92668 BUSINESS PHONE: 7149383700 MAIL ADDRESS: STREET 1: 500 NORTH STATE COLLEGE BLVD CITY: ORANGE STATE: CA ZIP: 92668 10-Q 1 FORM 10-Q DATED JUNE 30, 1994 1 =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1994 Commission File No. 1-7200 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the securities Exchange Act of 1934 For the transition period from _________________ to _________________ WYNN'S INTERNATIONAL, INC. (Exact name of Registrant as specified in its charter) DELAWARE 95-2854312 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 NORTH STATE COLLEGE BLVD., ORANGE, CA. 92668 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 938-3700 Former name, former address & former fiscal year, if changed since last report. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) At August 5, 1994, Registrant had 5,554,867 shares of common stock outstanding. =============================================================================== 2 WYNN'S INTERNATIONAL, INC. I N D E X ---------
Page No. -------- Part I - Financial Information Item 1 - Financial Statements: Consolidated Condensed Balance Sheets - June 30, 1994 (unaudited) and December 31, 1993 2 Unaudited Consolidated Condensed Statements of Income - Three and Six Months Ended June 30, 1994 and 1993 3 Unaudited Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 1994 and 1993 4-5 Notes to Unaudited Consolidated Condensed Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7-10 Part II - Other Information Item 1 - Legal Proceedings 11 Item 4 - Submission of Matters to a Vote of Security Holders 12 Item 6 - Exhibits and Reports on Form 8-K 13 Exhibit 11 - Computation of Net Income Per Common Share - Primary 14 Exhibit 11 - Computation of Net Income Per Common Share - Assuming Full Dilution 15 Signatures 16
3 WYNN'S INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands)
June 30 1994 December 31 ASSETS (unaudited) 1993 ----------- ----------- Current assets: Cash and cash equivalents $ 7,230 $ 21,397 Accounts receivable, less $1,869 allowance for doubtful accounts ($1,848 at December 31, 1993) 55,985 46,631 Inventories: Finished goods 20,285 19,929 Raw materials and work in process 20,442 18,895 --------- --------- 40,727 38,824 Prepaid expenses and other current assets (including prepaid taxes based on income of $5,402 at June 30, 1994 and $3,176 at December 31, 1993) 13,128 10,772 --------- --------- Total current assets 117,070 117,624 Property, plant and equipment, at cost less accumulated depreciation and amortization 44,027 40,912 Other assets 8,615 9,263 --------- --------- $169,712 $167,799 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 887 $ 809 Accounts payable 20,990 19,564 Dividends payable 612 610 Taxes based on income 1,728 2,494 Accrued liabilities 26,665 24,636 Long-term debt due within one year 8,216 8,180 --------- --------- Total current liabilities 59,098 56,293 Long-term debt due after one year 15,160 23,389 Deferred taxes based on income 4,907 3,675 Commitments and contingencies Stockholders' equity: Preferred stock, $1 par value; 500,000 shares authorized, none issued - - Common stock, $1 par value; 20,000,000 shares authorized, 5,902,117 shares issued (5,877,322 at December 31, 1993) 5,902 5,877 Capital in excess of par value 9,624 9,275 Retained earnings 81,711 76,873 Equity adjustment from foreign currency translation (2,125) (2,814) Unearned compensation (984) (1,188) Common stock held in treasury 347,250 shares, at cost (347,250 at December 31, 1993) (3,581) (3,581) --------- --------- Total stockholders' equity 90,547 84,442 --------- --------- $169,712 $167,799 ========= =========
See accompanying notes 2 4 WYNN'S INTERNATIONAL, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF INCOME (Dollars in Thousands Except Per Share amounts)
Three Months Ended Six Months Ended June 30 June 30 ------------------ ------------------ 1994 1993 1994 1993 -------- -------- -------- -------- Revenues: Net sales $ 76,865 $ 71,320 $153,648 $141,828 Interest income 96 134 277 343 -------- -------- -------- -------- 76,961 71,454 153,925 142,171 -------- -------- -------- -------- Cost and expenses: Cost of sales 50,748 47,159 101,792 94,068 Selling, general & administrative 19,829 19,040 40,265 38,431 Interest expense 732 953 1,599 2,037 -------- -------- -------- -------- 71,309 67,152 143,656 134,536 -------- -------- -------- -------- Income before taxes based on income 5,652 4,302 10,269 7,635 Provision for taxes based on income 2,294 1,893 4,210 3,359 -------- -------- -------- -------- Net income $ 3,358 $ 2,409 $ 6,059 $ 4,276 ======== ======== ======== ======== Income per share of common stock: Primary $ .59 $ .44 $1.07 $ .77 ======== ======== ======== ======== Fully diluted $ .56 $ .42 $1.02 $ .74 ======== ======== ======== ======== Cash dividend per common share $ .11 $ .10 $ .22 $ .20 ======== ======== ======== ========
See accompanying notes 3 5 WYNN'S INTERNATIONAL, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands)
Six Months Ended June 30 ----------------------- 1994 1993 -------- -------- Cash flows from operating activities: Cash received from customers $144,522 $137,136 Cash paid to suppliers and employees (133,318) (121,359) Cash paid on warranty kit claims (3,629) (3,350) Interest received 338 277 Interest paid (1,796) (2,274) Income taxes paid (6,001) (1,925) Other cash disbursements - net (42) (5) -------- -------- Net cash provided by operating activities 74 8,500 -------- -------- Cash flows from investing activities: Additions to property, plant and equipment (6,517) (4,564) Proceeds from sale of property, plant and equipment 573 414 Other cash receipts - net 73 2 -------- -------- Net cash used in investing activities (5,871) (4,148) -------- -------- Cash flows from financing activities: Borrowings under lines of credit - net 78 431 Payments of long-term debt (7,943) (8,246) Dividends paid (1,219) (1,527) Proceeds from exercise of stock options 124 83 -------- -------- Net cash used in financing activities (8,960) (9,259) -------- -------- Effect of exchange rate changes 590 (1,335) -------- -------- Net decrease in cash and cash equivalents (14,167) (6,242) -------- -------- Cash and cash equivalents at beginning of year 21,397 14,667 -------- -------- Cash and cash equivalents at June 30 $ 7,230 $ 8,425 ======== ========
See accompanying notes 4 6 WYNN'S INTERNATIONAL, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED) (Dollars in Thousands)
Six Months Ended June 30 ---------------------- 1994 1993 -------- -------- Reconciliation of net income to net cash provided by operating activities - - - ---------------------------------------- Net income $ 6,059 $ 4,276 -------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,426 3,322 Provision for uncollectible accounts 66 186 Pension plan expense (income) not funded 23 (64) Postretirement medical benefits not funded 103 157 Amortization of stock compensation 204 - Gain on sale of property, plant & equipment (11) (3) Provision (benefit) for deferred income taxes (1,025) 1,614 Decrease (increase) in: Accounts receivable (net) (9,420) (4,758) Inventories (1,903) 6,302 Prepaid expenses (130) 354 Other assets 301 11 Increase (decrease) in: Accounts payable 1,426 (3,018) Warranty kit reserves 556 290 Taxes based on income (766) (180) Accrued liabilities 1,165 11 -------- -------- Total adjustments (5,985) 4,224 -------- -------- Net cash provided by operating activities $ 74 $ 8,500 ======== ========
Supplemental disclosure of noncash investing and financing activities - - - -------------------------------------------- In 1994 and 1993, additional common stock was issued upon the conversion of $250,000 of long-term debt in each period. See accompanying notes 5 7 WYNN'S INTERNATIONAL, INC. NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JUNE 30, 1994 AND 1993 1) The accompanying unaudited consolidated condensed financial statements include all adjustments which in the opinion of management are necessary to a fair presentation of the information for the interim period herein reported. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements included in the 1993 Annual Report to Shareholders. 2) The results of operations for the six months ended June 30, 1994 are not necessarily indicative of results of operations for the year ending December 31, 1994. Accounting measurements at interim dates inherently involve greater imprecision than at year-end, which is due, in part, to increased reliance on the use of estimates at interim dates. 3) The number of shares used in the calculation of primary and fully diluted earnings per share information is as follows:
Three Months Six Months Ended June 30 Ended June 30 ------------- ------------- 1994 1993 1994 1993 --------- --------- --------- --------- Primary 5,689,195 5,519,699 5,683,574 5,521,421 Fully diluted 6,115,330 6,012,098 6,115,001 6,023,198
As previously reported, on August 4, 1993 the Registrant declared a 3 for 2 stock split effected in the form of a dividend of one share of the Registrant's common stock for every two shares currently outstanding, to shareholders of record on August 26, 1993. For 1993, the number of shares and the related earnings per share data reflect retroactively this stock split. 6 8 WYNN'S INTERNATIONAL, INC. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS - - - --------------------- Comparison of the three months ended June 30, 1994 and 1993 - - - ----------------------------------------------------------- Net sales for the second quarter of 1994 increased 8% to $76.9 million compared to $71.3 million in the second quarter of 1993. Sales increased 7% for the Automotive Parts & Accessories Division which is comprised of Wynn's-Precision, Inc. (Precision), a Lebanon, Tennessee-based supplier of O-rings, seals and molded rubber products, and Wynn's Climate Systems, Inc. (WCS), a Fort Worth, Texas-based supplier of automotive air conditioning products. Precision's revenues increased 22% in the second quarter of 1994 compared to the second quarter of 1993, principally due to higher sales volumes at the Tennessee and Virginia operations. Precision's revenue growth was caused primarily by the higher U.S. automotive production rates and the general increase in industrial activity. WCS experienced a 10% decrease in sales during the second quarter of 1994 compared to the second quarter of 1993. The decrease was due primarily to a reduction in sales to Rover resulting from the previously announced expiration of a supply agreement. Sales to Mazda, an importer of vehicles from Japan, decreased 7% during the most recent quarter compared to the prior year due to decreased kit sales for the 323 model. Sales to the aftermarket, including WCS service centers, increased 43% during the quarter. Sales of WCS' refrigerant recycling machines decreased in the current quarter compared to the relatively strong quarter in the prior year. Sales for the Petrochemical Specialties Division, principally car care products, increased 9% in the most recent quarter compared to the second quarter of 1993. Sales increased 20% in the United States compared to the prior year primarily due to higher export and DU-ALL equipment sales and sales of product warranty kits. Foreign subsidiary sales increased 4% from the prior year primarily due to increased sales from this Division's French and Belgium operations. Excluding the effect of foreign exchange rate fluctuations, worldwide net sales increased 12% in the most recent quarter compared to the comparable quarter in 1993. Sales of the Builders Hardware Division, the relatively small regional builders hardware products wholesale distributor, were virtually the same in the second quarter of 1994 compared to the second quarter of 1993. The consolidated cost of sales for the second quarter of 1994 was 66.0% of sales, a slight improvement from 66.1% in the second quarter of 1993. The gross margin percentage increased at Precision due to the higher production and sales volume, while the gross margin percentage declined at WCS due to the lower sales to Rover. The gross margin percentage decreased at the Petrochemical Specialties Division due to a change in the sales mix. The gross margin percentage improved at the Builders Hardware Division. Selling, general and administrative expenses in the second quarter of 1994 were $19.8 million (25.8% of sales) compared to $19.0 million (26.7% of sales) for the second quarter of 1993. The increase in total selling, general and administrative expenses is primarily attributable to higher expenses at the Petrochemical Specialties Division, Precision and WCS. The increase in expenses at Precision and the 7 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - - - ------------------------------------------------- Petrochemical Specialties Division reflects increased spending associated with higher revenues, although as a percentage of sales, expenses declined at both operations. Operating expenses increased at WCS due to start-up costs associated with the implementation of new component technology programs. WCS is continuing to refocus on becoming a major supplier of air conditioning system components with higher value-added content. Interest expense declined due primarily to the reduction of the Company's 10.75% long-term debt resulting from a principal payment of $7.9 million in March 1994. Income before taxes based on income increased 31% to $5.7 million in 1994 from $4.3 million in the second quarter of 1993. In the Automotive Parts & Accessories Division, Precision had a substantial increase in operating profit compared to the second quarter of 1993 principally as a result of higher sales and production volumes and the related higher gross profit. WCS experienced a sharp decrease in operating profit in the second quarter compared to the same period in 1993, principally due to the previously described expiration of the supply agreement with Rover and start-up costs associated with the new component technology programs. The Petrochemical Specialties Division experienced a 15% increase in operating profit due primarily to improved results at its U.S. based and French operations. Operating profit increased at the Builders Hardware Division due to the improved gross margin and lower operating costs. The effective tax rate in the second quarter of 1994 was 40.6% compared to 44.0% in the second quarter of 1993. The decrease reflects the anticipated reduction in the 1994 full year rate to 41.0%, which is lower than the 43.2% full year rate in 1993. The decline in the full year's rate is due to the expected higher proportion of United States income in 1994 compared to 1993. United States corporate income is taxed at a rate of 34% to 35%, which is lower than most of the corporate income tax rates applicable in the foreign jurisdictions in which the Company operates. Net income increased 39% to $3.4 million in the second quarter of 1994 compared to $2.4 million in the second quarter of 1993, reflecting the increase in pretax income and the lower effective income tax rate. Primary income per share increased to $.59 from $.44 in the second quarter of 1993 due to the higher net income. (The 1993 share and per share amounts have been adjusted retroactively to reflect the 3 for 2 stock split effected in September 1993.) The number of shares used in the calculation of earnings per share increased 3% in 1994 primarily due to the restricted stock award to a key executive in December 1993 and the conversion of convertible notes during 1993 and during the first quarter of 1994. Fully diluted earnings per share increased in 1994 compared to 1993 due to the increased net income. Comparison of the six months ended June 30, 1994 and 1993 - - - --------------------------------------------------------- Net sales for the first half of 1994 increased 8% to $153.6 million from $141.8 million in the same period of last year. Sales were up 9% for the Automotive Parts & Accessories Division. Revenues decreased 6% at WCS due to reduced sales to Rover, GM and Chrysler, partially offset by higher sales to the aftermarket, including WCS service centers. Precision's sales increased 22% compared to the first six months of 1993 due to increasing automobile production and sales in the U.S. compared to the same period in 1993. Sales for the Petrochemical Specialties Division increased 8 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - - - ------------------------------------------------- 8% in the first six months of 1994 compared to the same period in 1993 due primarily to improved sales in the United States, France and Belgium. Sales for the Builders Hardware Division were virtually the same compared to the first half of the prior year. Total cost of sales for the first half of 1994 was 66.3%, the same as in the first half of 1993. Both Precision and the Petrochemical Specialties Division experienced increased gross margins, but WCS had a reduction in its gross margin. Precision's gross margin improved due to higher volumes and continuing cost reduction efforts, despite ongoing price pressures. The increase in gross margin at the Petrochemical Specialties Division was the result of higher sales volumes, partially offset by a change in sales mix. The decrease in margin at WCS compared to 1993 is due primarily to the reasons discussed in the analysis of the second quarter. Selling, general and administrative expenses increased to $40.3 million for the first six months of 1994 from $38.4 million for the same period in 1993. The increase primarily reflects higher spending levels due to higher revenues at the Petrochemical Specialties Division and Precision. Corporate expenses were also above the 1993 level due to increased incentive compensation and the adoption in the first quarter of 1994 of a new accounting standard for postemployment benefits. The decrease in selling, general and administrative expenses as a percentage of sales from 27.1% in 1993 to 26.2% in 1994 is due to the higher sales volumes at Precision and the Petrochemical Specialties Division. Income before taxes based on income increased to $10.3 million from $7.6 million in the first half of 1993. The Petrochemical Specialties Division had a 25% increase in operating profit compared to the first half of last year primarily due to the reasons discussed in the second quarter. In the Automotive Parts & Accessories Division, WCS recorded a sharp decrease in oper- ating profit during the first six months of 1994 compared to the same period in 1993, principally due to reduced gross profit from the lower sales. Precision had a substantial increase in operating profit compared to the first half of 1993 as a result of higher sales, despite the continued intense pricing pressures in the U.S. automotive industry. Operating profits of the Builders Hardware Division increased compared to the first half of 1993 due to management's continued control of all costs. Net income increased to $6.1 million in the first half of 1994 from $4.3 million in the same period in 1993 due to the growth in income before taxes and a decrease in the effective tax rate to 41% from 44% in the six months ended June 30, 1993. The decrease in the effective tax rate is due to the reasons discussed in the analysis of the second quarter. The increase in primary earnings per share from 1994 over 1993 is attributable to the increase in net income in 1994, partially offset by approximately 3% more shares outstanding in 1994 compared to 1993 as explained in the analysis of the second quarter. Fully diluted earnings per share increased in 1994 compared to 1993 due to the higher net income. FINANCIAL CONDITION - - - ------------------- Working capital at the end of the second quarter was $58.0 million compared to $61.3 million at December 31, 1993. The current ratio was 1.98 to 1 at the end of the 9 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - - - ------------------------------------------------- second quarter of this year compared to 2.09 to 1 at December 31, 1993. The decreases in working capital and the current ratio compared to December 31, 1993 were caused by the use of internally generated funds to pay the second installment of $7.9 million of the Company's 10.75% long-term debt in March 1994. The remaining outstanding principal balance of the Company's 10.75% senior debt is scheduled to be repaid in two additional annual installments of $7.9 million each due respectively in March 1995 and 1996. The Company anticipates funding the March 1995 repayment from internally generated funds and/or its lines of credit. The Company has adequate lines of credit to meet forseeable working capital requirements, including the scheduled repayment of debt. Effective July 1, 1994 the Company's two $15 million committed bank lines of credit were each renewed for a three-year period on substantially the same terms as the expiring one-year lines of credit. Accounts receivable at June 30, 1994 increased $9.4 million from December 31, 1993, principally as a result of the higher sales at Precision and the Petrochemical Specialties Division compared to the quarter ended December 31, 1993 and WCS's seasonal offering of extended terms to selected customers in the first half of 1994. Inventories increased to $40.7 million at the end of the second quarter of this year compared to $38.8 million at December 31, 1993. At the Petrochemical Specialties Division and Precision, inventories increased $1.2 million and $.5 million, respectively, due to the higher revenue levels. Inventory also increased slightly at WCS, but decreased at the Builders Hardware Division. During the six months ended June 30, 1994, the Company purchased $6.5 million of new property, plant and equipment, primarily for the Automotive Parts & Accessories Division. The Company anticipates that capital expenditures will be approximately $14 million in 1994 and will be funded by cash flow from operations. Stockholders' equity at June 30, 1994 was $90.5 million or $16.30 per share compared to $84.4 million or $15.27 per share at December 31, 1993. The increase of $6.1 million is attributable to net income of $6.1 million, $.3 million from common stock transactions, a $.7 million increase in the foreign currency translation account and a $.2 million reduction in the adjustment for unearned compensation, reduced by $1.2 million of dividends declared. On May 11, 1994, at the Annual Meeting of Stockholders, the stockholders approved an increase in the authorized shares of the Company's common stock from 10,000,000 to 20,000,000 shares. The stockholders also approved the adoption of an employee stock purchase plan and a stock option plan for nonemployee directors. 10 12 PART II - OTHER INFORMATION WYNN'S INTERNATIONAL, INC. ITEM 1 - LEGAL PROCEEDINGS Various claims and actions, considered normal to the Company's business, have been asserted and are pending against the Company and its subsidiaries. The Company believes that such claims and actions should not have any material adverse effect upon the results of operations or the financial position of the Company based upon information presently known to the Company. Registrant previously reported that one of its subsidiaries had been awarded a total amount of approximately $3.2 million in lost profits, prejudgment interest and attorneys' fees in the case of Wynn Oil Company v. American Way -------------------------------- Service Corporation and Thomas A. Warmus which related to infringement of a - - - ---------------------------------------- registered trademark of Registrant's subsidiary. Defendants have filed a timely appeal of the trial court's decision with the United States Court of Appeals (6th Circuit), but have not sought a stay of the judgment or filed a supersedeas bond. No portion of this judgment has been included in the results of operations of the Company and all of Registrant's costs relating to this case are being expensed as incurred. 11 13 WYNN'S INTERNATIONAL, INC. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Stockholders on May 11, 1994. At such meeting, the stockholders approved the following matters: 1. The election of three directors for three-year terms ending in 1997; 2. An amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock from 10,000,000 to 20,000,000; 3. The Company's Employee Stock Purchase Plan; 4. The Company's Non-Employee Directors' Stock Option Plan; and 5. The appointment of Ernst & Young as independent auditors of the Company for the fiscal year ending December 31, 1994. The number of votes cast for, against or withheld and the number of abstentions and broker nonvotes as to each matter voted upon at the meeting are as follows:
Item For Withheld ---- --- -------- Election of Directors: Wesley E. Bellwood 4,565,049 408,171 John D. Borie 4,549,409 423,811 James D. Woods 4,564,409 408,811 Broker Item For Against Abstained Nonvotes ---- --- ------- --------- -------- Amendment to Certificate of Incorporation 4,256,401 642,464 6,925 0 Employee Stock Purchase Plan 3,980,554 454,412 11,342 432,284 Non-Employee Directors' Stock Option Plan 3,877,211 526,297 16,375 432,284 Appointment of Ernst & Young 5,028,592 32,096 2,750 0
12 14 WYNN'S INTERNATIONAL, INC. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibit No. 11 - Computation of net income per common share - primary and assuming full dilution. (b) Registrant has not filed any reports on Form 8-K during the quarter for which this report is filed. 13 15 Exhibit 11 WYNN'S INTERNATIONAL, INC. COMPUTATION OF NET INCOME PER COMMON SHARE - PRIMARY (Dollars in Thousands Except Per Share Amounts)
Three Months Ended June 30 ----------------------- 1994 1993 --------- --------- Net income $ 3,358 $ 2,409 ========= ========= Weighted average number of shares issued 5,548,710 5,419,173 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average market price 123,585 100,526 Dilutive effect of assumed issuance of performance shares 16,900 - --------- --------- Common and common equivalent shares 5,689,195 5,519,699 ========= ========= Income per common share $ .59 $ .44 ========= ========= Six Months Ended June 30 ----------------------- 1994 1993 --------- --------- Net income $ 6,059 $ 4,276 ========= ========= Weighted average number of shares issued 5,544,498 5,414,913 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average market price 122,176 106,508 Dilutive effect of assumed issuance of performance shares 16,900 - --------- --------- Common and common equivalent shares 5,683,574 5,521,421 ========= ========= Income per common share $ 1.07 $ .77 ========= =========
Note: All 1993 calculations reflect retroactively the 3 for 2 stock split effected in September 1993. 14 16 Exhibit 11 WYNN'S INTERNATIONAL, INC. COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING FULL DILUTION (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Three Months Ended June 30 ----------------------- 1994 1993 --------- --------- Net income $ 3,358 $ 2,409 Net interest expense from convertible notes 91 104 --------- --------- Adjusted net income $ 3,449 $ 2,513 ========= ========= Weighted average number of shares issued 5,548,710 5,419,173 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average or ending market price, whichever is higher 123,585 106,473 Dilutive effect of assumed issuance of performance shares 16,900 - Dilutive effect of assumed conversion of notes outstanding 426,135 486,452 --------- --------- Fully diluted shares 6,115,330 6,012,098 ========= ========= Income per common share $ .56 $ .42 ========= ========= Six Months Ended June 30 ----------------------- 1994 1993 --------- --------- Net income $ 6,059 $ 4,276 Net interest expense from convertible notes 183 209 --------- --------- Adjusted net income $ 6,242 $ 4,485 ========= ========= Weighted average number of shares issued 5,544,498 5,414,913 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average or ending market price, whichever is higher 123,585 117,900 Dilutive effect of assumed issuance of performance shares 16,900 - Dilutive effect of assumed conversion of notes outstanding 430,018 490,385 --------- --------- Fully diluted shares 6,115,001 6,023,198 ========= ========= Income per common share $ 1.02 $ .74 ========= =========
Note: All 1993 calculations reflect retroactively the 3 for 2 stock split effected in September 1993. 15 17 WYNN'S INTERNATIONAL, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WYNN'S INTERNATIONAL, INC. ------------------------------------------- (Registrant) Date August 9, 1994 JAMES CARROLL ------------------------- ------------------------------------------- James Carroll President and Chief Executive Officer Date August 9, 1994 SEYMOUR A. SCHLOSSER ------------------------- ------------------------------------------- Seymour A. Schlosser Vice President-Finance (Principal Financial and Accounting Officer) 16 -----END PRIVACY-ENHANCED MESSAGE-----