-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D+ka+FCk1QaI/BW+/6JaE1mQny2lBFqKl25Q6lGPu6vjQNukRxrNUQBiJFrMhlpT FKQ/Smt4AI96uU0j0qI7Lg== 0000108721-96-000004.txt : 19960806 0000108721-96-000004.hdr.sgml : 19960806 ACCESSION NUMBER: 0000108721-96-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960805 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: 96603455 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, 1996 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q (Mark One) [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1996 or [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _________________ to _________________ Commission File No. 1-7200 Wynn's International, Inc. (Exact name of Registrant as specified in its charter) 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)
Registrant's telephone number, including area code (714) 938-3700 Former zip code - 92668 - ------------------------------------------------------------------------------- Former name, former address & former fiscal year, if changed since last report. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] At August 1, 1996, Registrant had 9,069,971 shares of common stock outstanding. 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, 1996 (unaudited) and December 31, 1995 2 Unaudited Consolidated Condensed Statements of Income - Three and Six Months Ended June 30, 1996 and 1995 3 Unaudited Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 1996 and 1995 4 Notes to Unaudited Consolidated Condensed Financial Statements 5-6 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 7-10 Part II - Other Information Item 4 - Submission of Matters to a Vote of Security Holders 11 Item 6 - Exhibits and Reports on Form 8-K 12 Signatures 13 Exhibits Exhibit 11 - Computation of Net Income Per Common Share - Primary Exhibit 11 - Computation of Net Income Per Common Share - Assuming Full Dilution Exhibit 27 - Financial Data Schedule
WYNN'S INTERNATIONAL, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands, Except Per Share Amounts)
June 30 1996 December 31 (unaudited) 1995 ----------- ----------- ASSETS Current assets: Cash and cash equivalents $ 29,775 $ 23,127 Accounts receivable, less $789 allowance for doubtful accounts ($710 at December 31, 1995) 48,481 43,766 Inventories: Finished goods 17,044 17,346 Raw materials and work in process 10,079 9,942 -------- -------- 27,123 27,288 Prepaid expenses and other current assets (including deferred tax assets of $10,357 at June 30, 1996 and $7,442 at December 31, 1995) 19,469 14,974 Net assets of discontinued operations 13,578 23,616 -------- -------- Total current assets 138,426 132,771 Property, plant and equipment, at cost less accumulated depreciation and amortization 39,350 38,664 Other assets 6,244 6,387 -------- -------- $184,020 $177,822 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Notes payable $ 36 $ - Accounts payable 17,336 18,253 Taxes based on income (82) 2,289 Accrued liabilities 36,625 33,962 Long-term debt due within one year 91 91 -------- -------- Total current liabilities 54,006 54,595 Long-term debt due after one year 24 75 Deferred taxes based on income 6,868 6,919 Commitments and contingencies - - Stockholders' equity: Preferred stock, $1 par value; 500,000 shares authorized, none issued - - Common stock, $1 par value; 20,000,000 shares authorized, 9,652,196 shares issued (9,564,998 at December 31, 1995) 9,652 9,565 Capital in excess of par value 14,107 13,173 Retained earnings 105,583 98,619 Equity adjustment from foreign currency translation (2,251) (1,170) Unearned compensation (170) (373) Common stock held in treasury 528,775 shares, at cost (520,875 in 1995) (3,799) (3,581) -------- -------- Total stockholders' equity 123,122 116,233 -------- -------- $184,020 $177,822 ======== ========
See accompanying notes 2 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 ------------------- ------------------- 1996 1995 1996 1995 -------- -------- -------- -------- Revenues: Net sales $ 71,826 $ 66,802 $143,289 $132,412 Interest income 319 105 574 284 -------- -------- -------- -------- 72,145 66,907 143,863 132,696 -------- -------- -------- -------- Cost and expenses: Cost of sales 43,183 39,767 85,750 78,979 Selling, general & administrative 19,969 19,863 41,447 40,175 Interest expense 53 351 105 806 -------- -------- -------- -------- 63,205 59,981 127,302 119,960 -------- -------- -------- -------- Income from continuing operations before taxes based on income 8,940 6,926 16,561 12,736 Provision for taxes based on income 3,412 2,572 6,310 4,782 -------- -------- -------- -------- Net income from continuing operations 5,528 4,354 10,251 7,954 -------- -------- -------- -------- Discontinued operations: Income (loss) from discontinued operations, net of income taxes (benefits) of $8, $(135), $39 and $(111), respectively 36 (248) 71 (203) Loss on disposal of discontinued operations, net of income tax benefit of $5,402 (1,540) - (1,540) - -------- -------- -------- -------- Net income $ 4,024 $ 4,106 $ 8,782 $ 7,751 ======== ======== ======== ======== Income per share of common stock: Primary: Continuing operations $.58 $.47 $1.08 $.88 Discontinued operations: From operations - (.03) .01 (.02) Loss on disposal (.16) - (.16) - -------- -------- -------- -------- Total $.42 $.44 $.93 $.86 ======== ======== ======== ======== Fully diluted: Continuing operations $.58 $.47 $1.08 $.87 Discontinued operations: From operations - (.03) - (.03) Loss on disposal (.16) - (.16) - -------- -------- -------- -------- Total $.42 $.44 $.92 $.84 ======== ======== ======== ======== Cash dividend per common share $ .10 $.0867 $ .20 $.1733 ======== ======== ======== ========
See accompanying notes 3 WYNN'S INTERNATIONAL, INC. UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands)
Six Months Ended June 30 ---------------------- 1996 1995 -------- -------- Cash flows from operating activities: Net income from continuing operations $ 10,251 $ 7,954 Adjustments: Depreciation and amortization 3,428 3,369 Provision for uncollectible accounts 117 101 Amortization of stock compensation 203 204 Gain on sale of property, plant & equipment (14) (3) Benefit for deferred income taxes (2,838) (96) Changes in operating assets and liabilities: Accounts receivable (net) (4,832) (5,673) Inventories 165 (1,337) Prepaid expenses and other current assets (1,580) (1,214) Other assets (42) (154) Accounts payable (917) 2,940 Product warranty program reserves 1,556 1,001 Taxes based on income (2,497) (1,186) Accrued liabilities 1,896 455 --------- -------- Net cash provided by continuing operations 4,896 6,361 --------- -------- Net income (loss) from discontinued operations 71 (203) Net loss on disposal of discontinued operations (1,540) - Net items providing (using) cash from discon- tinued operations 1,071 (4,325) --------- -------- Net cash used in discontinued operations (398) (4,528) --------- -------- Net cash provided by all operating activities 4,498 1,833 --------- -------- Cash flows from investing activities: Additions to property, plant and equipment (4,177) (4,492) Proceeds from sale of property, plant & equipment 18 38 Net proceeds from disposition of net assets of discontinued operations 8,967 - Other - net 1 (50) --------- -------- Net cash provided by (used in) investing activities 4,809 (4,504) --------- -------- Cash flows from financing activities: Borrowings under lines of credit - net 36 3,280 Payments of long-term debt (51) (7,936) Dividends paid (2,607) (1,994) Proceeds from exercise of stock options 1,021 277 Purchase of treasury stock (218) - --------- -------- Net cash used in financing activities (1,819) (6,373) --------- -------- Effect of exchange rate changes (840) 1,165 --------- -------- Net increase (decrease) in cash and cash equivalents 6,648 (7,879) --------- -------- Cash and cash equivalents at beginning of year 23,127 16,446 --------- -------- Cash and cash equivalents at June 30 $ 29,775 $ 8,567 ========= ========
See accompanying notes 4 WYNN'S INTERNATIONAL, INC. NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JUNE 30, 1996 AND 1995 1) The accompanying unaudited consolidated condensed financial statements include all adjustments which in the opinion of management are necessary to a fair presentation of the information for the interim period herein reported. These unaudited consolidated condensed financial statements should be read in conjunction with the consolidated financial statements included in the 1995 Annual Report to Stockholders. 2) The results of operations for the six months ended June 30, 1996 are not necessarily indicative of results of operations for the year ending December 31, 1996. Accounting measurements at interim dates inherently involve greater imprecision than at year-end, which is due, in part, to increased reliance on the use of estimates at interim dates. 3) On May 23, 1996, the Company sold the principal operating assets of Wynn's Climate Systems, Inc. (WCS), a manufacturer and marketer of automotive air conditioning systems and components. Under the terms of the transaction, the buyer acquired the main manufacturing facility in Fort Worth, Texas, and WCS's leased facilities located elsewhere. The buyer paid $8.9 million at closing, including $3.5 million with respect to inventory, and assumed certain third party liabilities of WCS. Registrant expects to receive from the buyer additional cash payments over the 12 months following the sale based on the disposition of the inventory and accounts receivable of WCS. From all sources, Registrant expects to receive approximately $25 million in connection with the transaction. The results of operations for WCS and the loss on disposal of WCS' principal net operating assets have been classified on the statements of income as discontinued operations. Revenues from discontinued operations for the period April 1 to May 23, 1996 and the three months ended June 30, 1995 were $8,731,000 and $11,252,000, respectively. Revenues from discontinued operations for the period January 1 to May 23, 1996 and the six months ended June 30, 1995 were $20,353,000 and $23,716,000, respectively. The net assets of WCS have been classified on the balance sheets as net assets of discontinued operations and at June 30, 1996 consist primarily of accounts receivable, inventory and other accrued liabilities. 4) Cash payments for interest and income taxes are as follows:
Six Months Ended June 30 ------------------------- 1996 1995 ---------- ---------- Interest $ 52,000 $1,338,000 Income taxes 6,282,000 5,953,000
In 1995, additional common stock was issued upon the conversion of $6,250,000 of long-term debt. 5 WYNN'S INTERNATIONAL, INC. NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 1996 AND 1995 5) The number of shares used in the calculation of primary and fully diluted earnings per share information is as follows:
Three Months Six Months Ended June 30 Ended June 30 ----------------------- ----------------------- 1996 1995 1996 1995 --------- --------- --------- --------- Primary 9,523,197 9,249,560 9,484,354 9,012,704 Fully diluted 9,533,665 9,258,258 9,530,190 9,252,240
The number of shares and the related earnings per share data for all periods have been adjusted retroactively to reflect the 3 for 2 stock split effected in December 1995. 6 WYNN'S INTERNATIONAL, INC. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF CONTINUING OPERATIONS - -------------------------------- Comparison of the three months ended June 30, 1996 and 1995 - ----------------------------------------------------------- Net sales for the second quarter of 1996 were $71.8 million, an 8% increase compared to sales of $66.8 million in the second quarter of 1995. Sales of the Automotive Components Division, which is comprised of Wynn's-Precision, Inc. (Precision), a Lebanon, Tennessee-based supplier of O-rings, seals and molded rubber products, increased 5% in the second quarter of 1996 compared to the second quarter of 1995, reflecting higher sales volume at the Virginia and Arizona operations, offset partially by lower sales volumes at the Tennessee operations. The increase in sales at the Virginia operation was due to growth in sales from the relatively new applications of its composite gasket product line. The reduction in sales at the Tennessee operation, which manufactures and sells primarily O-rings, was due to the decline in U.S. automotive production rates during the most recent quarter compared to the prior year. Sales at the Specialty Chemicals Division, principally car care products, increased 10% in the second quarter compared to the same quarter in 1995. Sales increased 32% in the U.S. compared to the prior year primarily due to higher sales of the division's product warranty programs and sales to direct export customers. Foreign subsidiary sales decreased 2% from the prior year primarily due to the negative effect of a strong U.S. dollar. Excluding the effect of foreign exchange rate fluctuations, total net sales of this Division would have increased 14% in the most recent quarter compared to the comparable quarter in 1995. Sales by the Builders Hardware Division, comprised of Robert Skeels & Company, the relatively small regional builders hardware products wholesale distributor, increased 6% in the second quarter of 1996 compared to the second quarter of 1995. The consolidated cost of sales increased in the second quarter of 1996 to 60.1% of sales from 59.5% in the second quarter of 1995. The decrease in the consolidated gross margin percentage was due to the change in mix of revenues. The gross margin percentage increased at Precision due to the higher volumes at its Virginia operations, partially offset by lower volumes at Precision's Tennessee operations. The gross margin percentage decreased at the Specialty Chemicals Division due to a change in the sales mix. Selling, general and administrative expenses in the second quarter of 1996 were $20.0 million (27.8% of sales) compared to $19.9 million (29.7% of sales) for the second quarter of 1995. Selling, general and administrative expenses increased at Precision and at the Specialty Chemicals Division, reflecting increased spending associated with higher revenues, but expenses declined as a percentage of sales at the Specialty Chemicals Division and remained unchanged as a percentage of sales at Precision. Operating expenses at Corporate declined slightly in the second quarter of 1996 compared to the same period in 1995. Consolidated interest expense in the 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - ------------------------------------------------- second quarter of 1996 declined compared to the second quarter of 1995 due to the elimination during 1995 of virtually all of the Company's interest-bearing debt. Income before taxes based on income increased 29% to $8.9 million in 1996 from $6.9 million in the second quarter of 1995. In the Automotive Components Division, Precision's operating profit increased 9% compared to the second quarter of 1995 due to the higher sales. The Specialty Chemicals Division experienced a 27% increase in operating profit in the quarter ended June 30, 1996 due primarily to improved results at its U.S. based operations. The effective tax rate in the second quarter of 1996 was 38.2%, an increase from the 37.1% rate in the second quarter of 1995. This increase in the effective tax rate was primarily due to a reduction in the provision for unremitted foreign earnings in 1995. Net income from continuing operations increased 27% to $5.5 million in the second quarter of 1996 compared to $4.4 million in the second quarter of 1995 as a result of the increase in pretax income. Primary income per share increased in the second quarter of 1996 to $.58 from $.47 in 1995 due to the higher net income. The number of shares used in the calculation of primary earnings per share increased 3% in 1996 due primarily to the exercise of stock options in 1995 and 1996 and an increase in the number of outstanding stock options required to be included in the outstanding shares calculation. Fully diluted earnings per share from continuing operations increased 23% in 1996 compared to 1995 due to the increased net income. Comparison of the six months ended June 30, 1996 and 1995 - --------------------------------------------------------- Net sales for the first half of 1996 increased 8% to $143.3 million from $132.4 million in the same period of last year. Sales were up 3% for the Automotive Components Division compared to the first six months of 1995 due primarily to higher sales of Precision's composite gasket product line. These higher sales more than offset a small decline in Precision's other revenues which decreased due to lower U.S. car and truck production rates in 1996 compared to 1995. Sales for the Specialty Chemicals Division increased 13% in the first six months of 1996 compared to the same period in 1995 due primarily to improved sales in the U.S., France, Canada and U.K. Sales for the Builders Hardware Division increased 7% compared to the first half of the prior year. Total cost of sales for the first half of 1996 was 59.8%, slightly more than cost of sales of 59.6% in the first half of 1995. Precision generated slightly higher gross margins, but the Specialty Chemicals Division experienced reduced gross margins. Precision's gross margin improved due to higher volumes and continuing cost reduction efforts, despite ongoing price pressures. The decrease in gross margin percentage at the Specialty Chemicals Division was the result of a change in sales mix. Selling, general and administrative expenses increased to $41.4 million for the first six months of 1996 from $40.2 million for the same period in 1995. The increase primarily reflects higher spending levels due to the higher revenues at all Divisions. Operating expenses at Corporate were slightly below 1995 levels. 8 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - ------------------------------------------------- Consolidated interest expense for the six months ended June 30, 1996 declined $.7 million compared to the first six months of 1995 for the reason stated in the analysis of the second quarter. Income before taxes based on income increased to $16.6 million from $12.7 million in the first half of 1995. The Specialty Chemicals Division had a 35% increase in operating profit compared to the first half of last year primarily due to improved results at its U.S., U.K. and South African-based operations. In the Automotive Components Division, Precision's operating profit increased compared to the first half of 1995 as a result of higher sales, despite the continued intense pricing pressures in the U.S. automotive industry. Operating profits of the Builders Hardware Division increased compared to the first half of 1995 due to the higher sales. Net income from continuing operations increased 29% to $10.3 million in the first half of 1996 from $8.0 million in the same period in 1995 due to the growth in income before taxes, partially offset by an increase in the effective tax rate to 38.1% from 37.5% in the six months ended June 30, 1995. The increase in the effective tax rate is due to the reason explained in the analysis of the second quarter. Primary earnings per share rose 23% to $1.08 in the first half of 1996 compared to $.88 in the same period in 1995. The increase in primary earnings per share is attributable to the increase in net income, partially offset by approximately 5% more shares outstanding in 1996 compared to 1995 due primarily to the conversion of convertible notes into 639,203 shares of the Company's common stock in March 1995 and for the reasons explained in the analysis of the second quarter. Fully diluted earnings per share increased in 1996 compared to 1995 due to the higher net income. RESULTS OF DISCONTINUED OPERATIONS - ---------------------------------- On May 23, 1996, the Company sold the principal operating assets of Wynn's Climate Systems, Inc., (WCS), the automotive air conditioning subsidiary which was formerly part of the Automotive Components Division, to Moog Automotive, Inc., a wholly-owned subsidiary of Cooper Industries, Inc. The results of operations for WCS and the loss on disposal of WCS' principal net operating assets have been classified on the statements of income as discontinued operations. Revenues from discontinued operations for the period April 1 to May 23, 1996 and the three months ended June 30, 1995 were $8,731,000 and $11,252,000, respectively. Revenues from discontinued operations for the period January 1 to May 23, 1996 and the six months ended June 30, 1995 were $20,353,000 and $23,716,000, respectively. The loss on disposal of WCS includes a $2.7 million tax benefit attributable to the deductibility of goodwill associated with the original acquisition of WCS in 1978. Such goodwill had been previously expensed for financial statement purposes with no tax benefit. 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued) - ------------------------------------------------- FINANCIAL CONDITION - ------------------- Working capital at the end of the second quarter was $84.4 million compared to $78.2 million at December 31, 1995. Net assets from discontinued operations have been included in working capital amounts at June 30, 1996 and December 31, 1995. The current ratio was 2.56 to 1 at the end of the second quarter of this year compared to 2.43 to 1 at December 31, 1995. The Company has adequate cash and cash equivalents and lines of credit to meet foreseeable working capital requirements. Cash and cash equivalents were $29.8 million at June 30, 1996 compared to $23.1 million at December 31, 1995. The increase in cash and cash equivalents was primarily due to the net proceeds received from the disposition of net assets of discontinued operations, partially offset by the net use of cash by other investing, financing and operating activities. Accounts receivable increased $4.7 million to $48.5 million at June 30, 1996 from $43.8 million at December 31, 1995. This increase was principally due to the higher sales at Precision and the Specialty Chemicals Division compared to the quarter ended December 31, 1995. Inventories decreased slightly to $27.1 million at the end of the second quarter of this year compared to $27.3 million at December 31, 1995. Net assets of discontinued operations decreased $10.0 million to $13.6 million at June 30, 1996 from $23.6 million at December 31, 1995. This decrease was due to the previously reported sale of WCS's principal operating assets and related subsequent activities to dispose of the remaining net assets. During the six months ended June 30, 1996, the Company purchased $4.2 million of new property, plant and equipment, primarily for the Automotive Components Division. The Company anticipates that in 1996 capital expenditures will be approximately $8 to $9 million. Stockholders' equity at June 30, 1996 was $123.1 million or $13.50 per share compared to $116.2 million or $12.85 per share at December 31, 1995. The increase of $6.9 million is attributable to net income of $8.8 million, $1.0 million from the exercise of common stock options and the amortization of $.2 million of unearned compensation, reduced by a $1.1 million decrease in the foreign currency translation account, $1.8 million of dividends declared and $.2 million of repurchases of the Company's common stock. 10 PART II - OTHER INFORMATION WYNN'S INTERNATIONAL, INC. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company held its Annual Meeting of Stockholders on May 8, 1996. At such meeting, the stockholders approved the following matters: 1. The election of two directors for three-year terms ending in 1999; and 2. The appointment of Ernst & Young LLP as independent auditors of the Company for the fiscal year ending December 31, 1996. The number of votes cast for, against or withheld and the number of abstentions and broker nonvotes as to each matter voted upon at the meeting are as follows:
Item For Withheld ---- --- -------- Election of Directors: Barton Beek 8,310,435 58,062 James Carroll 8,271,369 97,128 Broker Item For Against Abstained Nonvotes ---- --- ------- --------- -------- Appointment of Ernst & Young LLP 8,322,175 40,759 5,563 0
11 WYNN'S INTERNATIONAL, INC. ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 2.1 - Asset Purchase Agreement, dated as of May 23, 1996, by and between Moog Automotive, Inc. and Wynn's Climate Systems, Inc., Wynn's Climate Equipment Company and Wynn's (UK) Limited (incorporated herein by reference to Exhibit 2.1 to Registrant's current report on Form 8-K dated May 23, 1996). 11 - Computation of net income per common share - primary and assuming full dilution. 27 - Financial data schedule. (b) Registrant filed a report on Form 8-K dated May 23, 1996 reporting the sale of the principal operating assets of its subsidiary, Wynn's Climate Systems, Inc., to Moog Automotive, Inc. The report included unaudited pro forma consolidated condensed statements of income disclosing income from continuing operations as if the sale had occurred on January 1, 1995 and January 1, 1996. The report also includes an unaudited pro forma consolidated condensed balance sheet presented as if the sale had occurred on March 31, 1996. 12 WYNN'S INTERNATIONAL, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. WYNN'S INTERNATIONAL, INC. ------------------------------------------ (Registrant) Date August 2, 1996 James Carroll ------------------------- ------------------------------------------- James Carroll President and Chief Executive Officer Date August 2, 1996 Seymour A. Schlosser ------------------------- ------------------------------------------- Seymour A. Schlosser Vice President-Finance (Principal Financial and Accounting Officer) 13 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 ------------------------ 1996 1995 --------- --------- Net income from continuing operations $ 5,528 $ 4,354 Discontinued operations: Net income (loss) from operations 36 (248) Net loss on disposal (1,540) - --------- --------- Total net income $ 4,024 $ 4,106 ========= ========= Weighted average number of shares issued 9,101,968 9,008,008 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average market price 421,229 241,552 --------- --------- Common and common equivalent shares 9,523,197 9,249,560 ========= ========= Income per common share: Continuing operations $.58 $.47 Discontinued operations: Net income (loss) from operations - (0.03) Net loss on disposal (0.16) - --------- --------- Total $0.42 $0.44 ========= ========= Six Months Ended June 30 ------------------------ 1996 1995 --------- --------- Net income from continuing operations $ 10,251 $ 7,954 Discontinued operations: Net income (loss) from operations 71 (203) Net loss on disposal (1,540) - --------- --------- Total net income $ 8,782 $ 7,751 ========= ========= Weighted average number of shares issued 9,091,099 8,792,663 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average market price 393,255 220,041 --------- --------- Common and common equivalent shares 9,484,354 9,012,704 ========= ========= Income per common share: Continuing operations $1.08 $0.88 Discontinued operations: Net income (loss) from operations 0.01 (0.02) Net loss on disposal (0.16) - --------- --------- Total $0.93 $0.86 ========= =========
2 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 ------------------------ 1996 1995 --------- --------- Net income from continuing operations $ 5,528 $ 4,354 Discontinued operations: Net income (loss) from operations 36 (248) Net loss on disposal (1,540) - --------- --------- Total net income $ 4,024 $ 4,106 ========= ========= Weighted average number of shares issued 9,101,968 9,008,008 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average or ending market price, whichever is higher 431,697 250,250 --------- --------- Fully diluted shares 9,533,665 9,258,258 ========= ========= Income per common share: Continuing operations $.58 $.47 Discontinued operations: Net income (loss) from operations - (0.03) Net loss on disposal (0.16) - --------- --------- Total $0.42 $0.44 ========= ========= Six Months Ended June 30 ------------------------ 1996 1995 --------- --------- Net income from continuing operations $ 10,251 $ 7,954 Net interest expense from convertible notes - 59 --------- --------- Adjusted net income from continuing operations 10,251 8,013 Discontinued operations: Net income (loss) from operations 71 (203) Net loss on disposal (1,540) - --------- --------- Total adjusted net income $ 8,782 $ 7,810 ========= ========= Weighted average number of shares issued 9,091,099 8,792,663 Net shares assumed issued using the treasury stock method for stock options outstanding during each period based on average or ending market price, whichever is higher 439,091 250,060 Dilutive effect of assumed conversion of notes outstanding - 209,517 --------- --------- Fully diluted shares 9,530,190 9,252,240 ========= ========= Income per common share: Continuing operations $1.08 $0.87 Discontinued operations: Net income (loss) from operations - (0.03) Net loss on disposal (0.16) - ---------- --------- Total $0.92 $0.84 ========== =========
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, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS DEC-31-1996 JUN-30-1996 29,775 0 49,270 789 27,123 138,426 39,350 0 184,020 54,006 24 0 0 9,652 113,470 184,020 143,289 143,863 85,750 85,750 41,330 117 105 16,561 6,310 10,251 (1,469) 0 0 8,782 .93 .92 Property, Plant and Equipment, At Cost Less Accumulated Depreciation and Amortization
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