-----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, bzrmcS7jjr272MtPMlpovwchtb0jIt9zYvi4ghUz/UEJc0ET5iGvhl4NTvr3N5pZ doFMYd1rcQcNJ1tNYVWP2A== 0000108721-95-000004.txt : 19950814 0000108721-95-000004.hdr.sgml : 19950814 ACCESSION NUMBER: 0000108721-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950811 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WYNNS INTERNATIONAL INC CENTRAL INDEX KEY: 0000108721 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] 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: 95561388 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, 1995 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, 1995 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________________ to _________________ Commission File No. 1-7200 Wynn's International, Inc. (Exact name of Registrant as specified in its charter) Delaware 95-2854312 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 500 North State College Blvd., Ste. 700, Orange, CA 92668 (Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 938-3700 Former name, former address & former fiscal year, if changed since last report. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] At August 7, 1995, Registrant had 6,021,677 shares of common stock outstanding. =============================================================================== 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, 1995 (unaudited) and December 31, 1994 2 Unaudited Consolidated Condensed Statements of Income - Three and Six Months Ended June 30, 1995 and 1994 3 Unaudited Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 1995 and 1994 4-5 Notes to Unaudited Consolidated Condensed Financial Statements 6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7-10 Part II - Other Information Item 1 - Legal Proceedings 11 Item 4 - Submission of Matters to a Vote of Security Holders 12 Item 6 - Exhibits and Reports on Form 8-K 13 Signatures 14 Exhibits Exhibit 11 - Computation of Net Income Per Common Share - Primary Exhibit 11 - Computation of Net Income Per Common Share - Assuming Full Dilution Exhibit 27 - Financial Data Schedule
3 WYNN'S INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands)
June 30 1995 December 31 (unaudited) 1994 ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 8,567 $ 16,446 Accounts receivable, less $1,853 allowance for doubtful accounts ($1,835 at December 31, 1994) 59,551 47,500 Inventories: Finished goods 23,986 22,781 Raw materials and work in process 18,274 19,971 -------- -------- 42,260 42,752 Prepaid expenses and other current assets (including prepaid taxes based on income of $6,056 at June 30, 1995 and $6,080 at December 31, 1994) 14,508 13,302 -------- -------- Total current assets 124,886 120,000 Property, plant and equipment, at cost less accumulated depreciation and amortization 49,541 48,192 Other assets 8,044 8,280 -------- -------- $182,471 $176,472 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 3,519 $ 239 Accounts payable 23,043 19,708 Dividends payable 126 614 Taxes based on income 25 1,211 Accrued liabilities 30,210 29,234 Long-term debt due within one year 8,159 8,161 -------- -------- Total current liabilities 65,082 59,167 Long-term debt due after one year 764 14,948 Deferred taxes based on income 6,742 6,917 Commitments and contingencies Stockholders' equity: Preferred stock, $1 par value; 500,000 shares authorized, none issued - - Common stock, $1 par value; 20,000,000 shares authorized, 6,361,427 shares issued (5,918,692 at December 31, 1994) 6,361 5,919 Capital in excess of par value 15,956 9,871 Retained earnings 92,495 86,250 Equity adjustment from foreign currency translation (771) (2,238) Unearned compensation (577) (781) Common stock held in treasury 347,250 shares, at cost (3,581) (3,581) -------- -------- Total stockholders' equity 109,883 95,440 -------- -------- $182,471 $176,472 ======== ========
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 --------------------- --------------------- 1995 1994 1995 1994 -------- -------- -------- -------- Revenues: Net sales $ 78,054 $ 76,865 $156,128 $153,648 Interest income 121 96 310 277 -------- -------- -------- -------- 78,175 76,961 156,438 153,925 -------- -------- -------- -------- Cost and expenses: Cost of sales 49,851 50,748 99,682 101,792 Selling, general & administrative 21,363 19,829 43,346 40,265 Interest expense 418 732 988 1,599 -------- -------- -------- -------- 71,632 71,309 144,016 143,656 -------- -------- -------- -------- Income before taxes based on income 6,543 5,652 12,422 10,269 Provision for taxes based on income 2,437 2,294 4,671 4,210 -------- -------- -------- -------- Net income $ 4,106 $ 3,358 $ 7,751 $ 6,059 ======== ======== ======== ======== Income per share of common stock: Primary $ .67 $ .59 $1.29 $1.07 ======== ======== ======== ======== Fully diluted $ .67 $ .56 $1.27 $1.02 ======== ======== ======== ======== Cash dividend per common share $ .13 $ .11 $ .26 $ .22 ======== ======== ======== ========
See accompanying notes 3 5 WYNN'S INTERNATIONAL, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands)
Six Months Ended June 30 ---------------------- 1995 1994 -------- -------- Cash flows from operating activities: Cash received from customers $143,859 $144,522 Cash paid to suppliers and employees (128,976) (133,360) Cash paid on product warranty program claims (6,009) (3,629) Interest received 394 338 Interest paid (1,338) (1,796) Income taxes paid (5,953) (6,001) -------- -------- Net cash provided by operating activities 1,977 74 -------- -------- Cash flows from investing activities: Additions to property, plant and equipment (4,895) (6,517) Proceeds from sale of property, plant and equipment 297 573 Other cash (disbursements) receipts - net (50) 73 -------- -------- Net cash used in investing activities (4,648) (5,871) -------- -------- Cash flows from financing activities: Borrowings under lines of credit - net 3,280 78 Payments of long-term debt (7,936) (7,943) Dividends paid (1,994) (1,219) Proceeds from exercise of stock options 277 124 -------- -------- Net cash used in financing activities (6,373) (8,960) -------- -------- Effect of exchange rate changes 1,165 590 -------- -------- Net decrease in cash and cash equivalents (7,879) (14,167) -------- -------- Cash and cash equivalents at beginning of year 16,446 21,397 -------- -------- Cash and cash equivalents at June 30 $ 8,567 $ 7,230 ======== ========
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 ---------------------- 1995 1994 -------- -------- Reconciliation of net income to net cash provided by operating activities - ---------------------------------------- Net income $ 7,751 $ 6,059 -------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 4,019 3,426 Provision for uncollectible accounts 134 66 Amortization of stock compensation 204 204 Gain on sale of property, plant & equipment (85) (11) Benefit for deferred income taxes (96) (1,025) Decrease (increase) in: Accounts receivable (net) (12,185) (9,420) Inventories 492 (1,903) Prepaid expenses and other current assets (1,230) (130) Other assets (152) 119 Increase (decrease) in: Accounts payable 3,335 1,426 Product warranty program reserves 1,001 556 Taxes based on income (1,186) (766) Accrued liabilities (25) 1,473 -------- -------- Total adjustments (5,774) (5,985) -------- -------- Net cash provided by operating activities $ 1,977 $ 74 ======== ========
Supplemental disclosure of noncash investing and financing activities - -------------------------------------------- In 1995 and 1994, additional common stock was issued upon the conversion of $6,250,000 and $250,000, respectively, of long-term debt. See accompanying notes 5 7 WYNN'S INTERNATIONAL, INC. NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JUNE 30, 1995 AND 1994 1) The accompanying unaudited consolidated condensed financial statements include all adjustments which in the opinion of management are necessary to a fair presentation of the information for the interim period herein reported. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements included in the 1994 Annual Report to Stockholders. 2) The results of operations for the six months ended June 30, 1995 are not necessarily indicative of results of operations for the year ending December 31, 1995. Accounting measurements at interim dates inherently involve greater imprecision than at year-end, which is due, in part, to increased reliance on the use of estimates at interim dates. 3) The number of shares used in the calculation of primary and fully diluted earnings per share information is as follows:
Three Months Six Months Ended June 30 Ended June 30 ----------------------- ----------------------- 1995 1994 1995 1994 --------- --------- --------- --------- Primary 6,166,435 5,689,195 6,008,531 5,683,574 Fully diluted 6,172,234 6,115,330 6,168,222 6,115,001
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, 1995 and 1994 - ----------------------------------------------------------- Net sales for the second quarter of 1995 were $78.1 million, a 2% increase compared to $76.9 million in the second quarter of 1994. Sales decreased 10% for the Automotive Components Division which is comprised of Wynn's-Precision, Inc. (Precision), a Lebanon, Tennessee-based supplier of O-rings, seals and molded rubber products, and Wynn's Climate Systems, Inc. (WCS), a Fort Worth, Texas-based supplier of automotive air conditioning products. Precision's revenues increased 7% in the second quarter of 1995 compared to the second quarter of 1994, principally due to higher sales volumes at the Tennessee, Virginia and Canadian operations. Precision's revenue growth continued, although at a lower rate than in 1994, and was attributable to the relatively high U.S. automotive and offroad construction vehicle production rates and the continued strength in industrial activity. WCS experienced a $6.7 million (37%) decrease in sales during the second quarter of 1995 compared to the second quarter of 1994. The revenue decline was attributable to the July 1994 expiration of a kit assembly agreement with Mazda. Sales to Mazda, an importer of vehicles from Japan, decreased 70% in the second quarter of 1995 compared to the second quarter of 1994. Sales to the U.S. aftermarket, including sales through WCS company-owned installation centers, also declined in the second quarter, partially offset by increased sales in the European market. For the second half of 1995, WCS' revenues are expected to be approximately the same as the second half of 1994. Sales at the Specialty Chemicals Division, principally car care products, increased 21% in the most recent quarter compared to the second quarter of 1994. Sales increased 34% in the U.S. compared to the prior year primarily due to higher sales of product warranty kits and sales to direct export customers. Foreign subsidiary sales increased 15% from the prior year primarily due to increased sales from this Division's French, Belgium and South African operations. Excluding the effect of foreign exchange rate fluctuations, total net sales of this Division would have increased 14% in the most recent quarter compared to the comparable quarter in 1994. Sales by the Builders Hardware Division, the relatively small regional builders hardware products wholesale distributor, were virtually the same in the second quarter of 1995 compared to the second quarter of 1994. The consolidated cost of sales for the second quarter of 1995 was 63.9% of sales, an improvement from 66.0% in the second quarter of 1994 due to the change in mix of revenues. The gross margin percentage increased at Precision due to the higher production and sales volume, while the gross margin percentage declined at WCS due to the lower sales volume. The gross margin percentage decreased at the Specialty Chemicals Division due to a change in the sales mix. Selling, general and administrative expenses in the second quarter of 1995 were $21.4 million (27.4% of sales) compared to $19.8 million (25.8% of sales) for the second quarter of 1994. The increase in total selling, general and administrative expenses is primarily attributable to higher expenses at the Specialty Chemicals 7 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - ------------------------------------------------- Division, partially offset by a decline at WCS. The increase in selling, general and administrative expenses at the Specialty Chemicals Division reflects increased spending associated with higher revenues, although expenses declined as a percentage of sales. Operating expenses decreased at WCS, although proportionally less than the decline in revenues. Slight increases in operating expenses occurred at Precision, the Builders Hardware Division and Corporate. Consolidated interest expense declined primarily due to the reduction in the remaining principal amount of the Company's long-term debt. In March 1995, the Company made a $7.9 million principal payment against the Company's 10.75% Senior Note and the remaining $6,250,000 of the Company's 9% subordinated convertible notes were converted into common stock. Income before taxes based on income increased 16% to $6.5 million in 1995 from $5.7 million in the second quarter of 1994. In the Automotive Components Division, Precision's operating profit increased compared to the second quarter of 1994 principally as a result of higher sales and production volumes and the related higher gross profit. WCS recorded a small operating loss in the second quarter of 1995 compared to a small operating profit in the same period last year, principally due to the lower sales to Mazda and the aftermarket. WCS expects to report an operating loss for the calendar year ending December 31, 1995 due to lower revenues and the development and marketing costs associated with the component technology business. The Specialty Chemicals Division experienced a 42% increase in operating profit in the quarter ended June 30, 1995 due primarily to improved results at its U.S. based, French and South African operations. The effective tax rate in the second quarter of 1995 was 37.2% compared to the 40.6% rate in the second quarter of 1994. The decrease reflects the anticipated reduction in the 1995 full year rate to 37.6%, which is lower than the 39% full year rate in 1994. The decline in the 1995 effective tax rate is primarily due to the expected higher level of profitability in the U.S., which has a lower corporate income tax rate than many of the international jurisdictions in which the Company operates. Net income increased 22% to $4.1 million in the second quarter of 1995 compared to $3.4 million in the second quarter of 1994, reflecting the increase in pretax income and the lower effective income tax rate. Primary income per share increased in the second quarter of 1995 to $.67 from $.59 in 1994 due to the higher net income. The number of shares used in the calculation of primary earnings per share increased 8% in 1995 due to the conversion of convertible notes into 426,135 shares of the Company's common stock during the first quarter of 1995 and the exercise of stock options in 1994 and 1995. Fully diluted earnings per share increased 20% in 1995 compared to 1994 due to the increased net income. Comparison of the six months ended June 30, 1995 and 1994 - --------------------------------------------------------- Net sales for the first half of 1995 increased 2% to $156.1 million from $153.6 million in the same period of last year. Sales were down 9% for the Automotive Components Division. Revenues decreased 39% at WCS due to reduced sales to Mazda, GM, Chrysler and the aftermarket. Precision's sales increased 10% compared to the first six months of 1994 due primarily to the relatively high U.S. automotive and off-road construction vehicle production rates and the continued strength in 8 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - ------------------------------------------------- industrial activity. Sales for the Specialty Chemicals Division increased 21% in the first six months of 1995 compared to the same period in 1994 due primarily to improved sales in the U.S., France and Belgium. Sales for the Builders Hardware Division were virtually the same compared to the first half of the prior year. Total cost of sales for the first half of 1995 was 63.8%, an improvement from 66.3% in the first half of 1994. Precision generated slightly higher gross margins, but the Specialty Chemicals Division and WCS experienced reduced gross margins. Precision's gross margin improved due to higher volumes and continuing cost reduction efforts, despite ongoing price pressures. The decrease in gross margin at the Specialty Chemicals Division was the result of a change in sales mix. The decrease in margin at WCS compared to 1994 is due primarily to the reasons discussed in the analysis of the second quarter. Selling, general and administrative expenses increased to $43.3 million for the first six months of 1995 from $40.3 million for the same period in 1994. The increase primarily reflects higher spending levels due to higher revenues at the Specialty Chemicals Division and Precision, partially offset by the lower operating levels at WCS. Operating expenses at the Builders Hardware Division and Corporate were slightly above 1994 levels. Income before taxes based on income increased to $12.4 million from $10.3 million in the first half of 1994. The Specialty Chemicals Division had a 34% increase in operating profit compared to the first half of last year primarily due to the reasons discussed in the second quarter. In the Automotive Components Division, WCS recorded a small operating loss during the first six months of 1995 compared to an operating profit in the same period in 1994, principally due to reduced gross profit from the lower sales. Precision's operating profit increased compared to the first half of 1994 as a result of higher sales, despite the continued intense pricing pressures in the U.S. automotive industry. Operating profits of the Builders Hardware Division decreased compared to the first half of 1994 due to higher marketing expenses associated with new sales programs. Net income increased 28% to $7.8 million in the first half of 1995 from $6.1 million in the same period in 1994 due to the growth in income before taxes and a decrease in the effective tax rate to 37.6% from 41% in the six months ended June 30, 1994. The decrease in the effective tax rate is due to the expected higher level of profitability in the U.S., which has a lower corporate income tax rate than many of the international jurisdictions in which the Company operates. Primary earnings per share rose 21% to $1.29 in the first half of 1995 compared to $1.07 in the same period in 1994. The increase in primary earnings per share is attributable to the increase in net income, partially offset by approximately 6% more shares outstanding in 1995 compared to 1994 as explained in the analysis of the second quarter. Fully diluted earnings per share increased in 1995 compared to 1994 due to the higher net income. FINANCIAL CONDITION - ------------------- Working capital at the end of the second quarter was $59.8 million compared to $60.8 million at December 31, 1994. The current ratio was 1.92 to 1 at the end of the 9 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - ------------------------------------------------- second quarter of this year compared to 2.03 to 1 at December 31, 1994. In March 1995, the Company paid the third installment of $7.9 million of the Company's 10.75% long-term senior debt. The remaining outstanding principal balance of the Company's 10.75% senior debt is scheduled to be repaid in one additional installment of $7.9 million due in March 1996. The Company anticipates funding the March 1996 payment from internally generated funds and/or its lines of credit. The Company has adequate lines of credit to meet foreseeable working capital requirements, including the scheduled repayment of debt. Cash and cash equivalents decreased $7.9 million to $8.6 million at June 30, 1995 from $16.4 million at December 31, 1994. The decrease was primarily due to the payment made in March 1995 to reduce the Company's long-term debt. Accounts receivable at June 30, 1995 increased $12.1 million from December 31, 1994, principally as a result of the higher sales for the current quarter at the Specialty Chemicals Division, WCS and Precision compared to the quarter ended December 31, 1994 and WCS' seasonal offering of extended terms to selected customers in the first half of 1995. Inventories decreased slightly to $42.3 million at the end of the second quarter of this year compared to $42.8 million at December 31, 1994. Inventories increased at Precision and the Specialty Chemicals Division due to the higher revenue levels. Inventory also increased at certain foreign locations of the Specialty Chemicals Division due to the currency translation impact of the changes in exchange rates between December 31, 1994 and June 30, 1995. Inventories decreased approximately $1.8 million at WCS primarily as a result of the previously reported sale in January 1995 of substantially all the inventory (and other assets) of WCS' refrigerant recovery and recycling machine product line. During the six months ended June 30, 1995, the Company purchased $4.9 million of new property, plant and equipment, primarily for the Automotive Components Division. The Company anticipates that capital expenditures will be approximately $9 million in 1995, below the $12 million level previously estimated. The decline is mainly due to a reduction in spending at Precision attributable to the slowdown in the growth rate of the U.S. automotive industry. Effective March 1, 1995, the holder of the Company's 9% Subordinated Convertible Notes due March 6, 1996, elected to convert the entire remaining principal balance of $6,250,000 into 426,135 shares of the Company's common stock. Stockholders' equity at June 30, 1995 was $109.9 million or $18.27 per share compared to $95.4 million or $17.13 per share at December 31, 1994. The increase of $14.4 million is attributable to net income of $7.8 million, $.3 million from common stock transactions, a $1.4 million increase in the foreign currency translation account, the amortization of $.2 million of unearned compensation and the conversion of $6.2 million of convertible notes, reduced by $1.5 million of dividends declared. 10 12 PART II - OTHER INFORMATION WYNN'S INTERNATIONAL, INC. ITEM 1 - LEGAL PROCEEDINGS As reported previously, in February 1994, the United States District Court for the Eastern District of Michigan, Southern Division, in the case of Wynn Oil -------- Company v. American Way Service Corporation and Thomas A. Warmus, Case No. - ---------------------------------------------------------------- 89-CV-71777-DT, awarded Wynn Oil the sum of $2,023,645 in damages in an action brought by Wynn Oil in 1989 asserting trademark infringement by the defen- dants. In May 1994, the court awarded Wynn Oil approximately $1.2 million in prejudgment interest and attorneys' fees. Subsequently, the defendants filed a timely appeal to the United States Court of Appeals for the Sixth Circuit (the "Sixth Circuit"), but did not file a bond to stay execution of the judgment. Between May and December 1994, Wynn Oil sought out assets of the defendants to satisfy the judgment. Prior to Wynn Oil executing upon the defendants' assets, the defendants filed Chapter 11 bankruptcy proceedings in late 1994 in Florida. The bankruptcy filing resulted in an automatic stay of all pending collection efforts. In response to a motion brought by Wynn Oil, the Bank- ruptcy Court ruled in July 1995 that the judgment amount owed by defendants to Wynn Oil was incurred as a result of intentional and malicious conduct and therefore was nondischargable in the bankruptcy proceedings. The Bankruptcy Court reserved the right to amend the amount of the Wynn Oil claim held to be nondischargable based upon the results of defendants' appeal to the Sixth Circuit. The defendants have filed a motion for reconsideration with the Bankruptcy Court. In late July 1995, the Sixth Circuit issued its ruling in the defendants' appeal of the underlying damages award. The Sixth Circuit upheld the award of lost profits and attorneys fees to Wynn Oil. However, the Sixth Circuit also held that (i) lost profits of defendants could consist only of actual as opposed to reasonably expected investment income and (ii) the award of prejudgment interest in addition to an award of lost profits which included investment income was impermissible double counting. The Sixth Circuit remanded the case to the district court for a final calculation of lost profits by employing one of two formulas: (i) including actual investment income in the determination of lost profits but excluding prejudgment interest, or (ii) determining lost profits before investment income and then adding prejudgment interest. No portion of this judgment has been included in the results of operations of the Company and all of Registrant's costs relating to this case have been expensed as incurred. Various claims and actions, considered normal to the Company's business, have been asserted and are pending against the Company and its subsidiaries. The Company believes that such claims and actions should not have any material adverse effect upon the results of operations or the financial position of the Company based upon information presently known to the Company. 11 13 WYNN'S INTERNATIONAL, INC. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Stockholders on May 10, 1995. At such meeting, the stockholders approved the following matters: 1. The election of three directors for three-year terms ending in 1998; and 2. The appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending December 31, 1995. The number of votes cast for, against or withheld and the number of abstentions and broker nonvotes as to each matter voted upon at the meeting are as follows:
Item For Withheld ---- --- -------- Election of Directors: Bryan L. Herrmann 5,496,189 32,356 Robert H. Hood, Jr. 5,519,857 8,688 Richard L. Nelson 5,519,857 8,688 Broker Item For Against Abstained Nonvotes ---- --- ------- --------- -------- Appointment of Ernst & Young LLP 5,462,267 60,183 6,095 0
12 14 WYNN'S INTERNATIONAL, INC. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 11 - Computation of net income per common share - primary and assuming full dilution. 27 - Financial Data Schedule (b) Registrant has not filed any reports on Form 8-K during the quarter for which this report is filed. 13 15 WYNN'S INTERNATIONAL, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WYNN'S INTERNATIONAL, INC. -------------------------------------------- (Registrant) Date August 11, 1995 James Carroll ------------------------ -------------------------------------------- James Carroll President and Chief Executive Officer Date August 11, 1995 Seymour A. Schlosser ------------------------ -------------------------------------------- Seymour A. Schlosser Vice President-Finance (Principal Financial and Accounting Officer) 14 EX-11 2 EXHIBIT 11 - COMPUTATION OF NET INCOME PER COMMON SHARE 1 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 --------------------- 1995 1994 --------- --------- Net income $ 4,106 $ 3,358 ========= ========= Weighted average number of shares issued 6,005,401 5,548,710 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average market price 161,034 140,485 --------- --------- Common and common equivalent shares 6,166,435 5,689,195 ========= ========= Income per common share $ .67 $ .59 ========= ========= Six Months Ended June 30 --------------------- 1995 1994 --------- --------- Net income $ 7,751 $ 6,059 ========= ========= Weighted average number of shares issued 5,861,837 5,544,498 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average market price 146,694 139,076 --------- --------- Common and common equivalent shares 6,008,531 5,683,574 ========= ========= Income per common share $ 1.29 $ 1.07 ========= =========
2 WYNN'S INTERNATIONAL, INC. Exhibit 11 COMPUTATION OF NET INCOME PER COMMON SHARE - ASSUMING FULL DILUTION (DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Three Months Ended June 30 --------------------- 1995 1994 --------- --------- Net income $ 4,106 $ 3,358 Net interest expense from convertible notes - 91 --------- --------- Adjusted net income $ 4,106 $ 3,449 ========= ========= Weighted average number of shares issued 6,005,401 5,548,710 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average or ending market price, whichever is higher 166,833 140,485 Dilutive effect of assumed conversion of notes outstanding - 426,135 --------- --------- Fully diluted shares 6,172,234 6,115,330 ========= ========= Income per common share $ .67 $ .56 ========= ========= Six Months Ended June 30 --------------------- 1995 1994 --------- --------- Net income $ 7,751 $ 6,059 Net interest expense from convertible notes 59 183 --------- --------- Adjusted net income $ 7,810 $ 6,242 ========= ========= Weighted average number of shares issued 5,861,837 5,544,498 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average or ending market price, whichever is higher 166,707 140,485 Dilutive effect of assumed conversion of notes outstanding 139,678 430,018 --------- --------- Fully diluted shares 6,168,222 6,115,001 ========= ========= Income per common share $ 1.27 $ 1.02 ========= =========
EX-27 3 EXHIBIT 27 - FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS CONTAINED IN FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1995 JUN-30-1995 8,567 0 61,404 1,853 42,260 124,886 49,541 0 182,471 65,082 764 6,361 0 0 103,522 182,471 156,128 156,438 99,682 99,682 43,212 134 988 12,422 4,671 7,751 0 0 0 7,751 1.29 1.27 PROPERTY, PLANT AND EQUIPMENT, AT COST LESS ACCUMULATED DEPRECIATION AND AMORTIZATION
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