UNITED STATES
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 August 31, 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 Number 1-8862
MARK IV INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
- ---------------------------------------------------------------------------
Delaware 23-1733979
- ------------------------------ -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(716) 689-4972
- --------------------------------------------------------------------------
(Registrant's telephone number, including area code)
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
---
Number of shares outstanding of each class of the Registrant's common stock,
as of the latest practicable date:
Class Outstanding at October 9, 1995
- --------------------------- ------------------------------
Common stock $.01 par value 59,975,232
<PAGE>2
MARK IV INDUSTRIES, INC.
INDEX
Part I. Financial Information Page No.
- ----------------------------------- --------
Consolidated Condensed Balance Sheets as of
August 31, 1995 and February 28, 1995 3
Consolidated Statements of Income and Retained Earnings
For the Three Month Periods Ended August 31, 1995 and 1994 4
Consolidated Statements of Income and Retained Earnings
For the Six Month Periods Ended August 31, 1995 and 1994 5
Consolidated Statements of Cash Flows
For the Six Month Periods Ended August 31, 1995 and 1994 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II. Other Information 14
Signature Page 15
Exhibit Index 16
<PAGE>3
MARK IV INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
August 31, February 28,
1995 1995
ASSETS (Unaudited)
----------- -----------
Current Assets:
Cash $ 900 $ 800
Accounts receivable 392,700 383,700
Inventories 369,300 361,900
Other current assets 66,900 58,600
---------- ----------
Total current assets 829,800 805,000
Pension related and other
non-current assets 225,200 197,100
Property, plant and equipment, net 507,100 487,900
Cost in excess of net assets acquired 354,200 356,400
TOTAL ASSETS $1,916,300 $1,846,400
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current
maturities of debt $ 68,500 $ 67,300
Accounts payable 170,600 174,000
Compensation related liabilities 63,700 70,400
Accrued interest 12,700 13,800
Other current liabilities 90,000 99,800
---------- ----------
Total current liabilities 405,500 425,300
---------- ----------
Long-Term Debt:
Senior debt 380,300 352,700
Subordinated debentures 258,000 258,000
---------- ----------
Total long-term debt 638,300 610,700
---------- ----------
Other non-current liabilities 189,100 174,900
---------- ----------
Stockholders' Equity:
Common stock 600 600
Additional paid-in capital 550,700 550,200
Retained earnings 135,900 90,800
Foreign currency translation adjustment (3,800) (6,100)
---------- ----------
Total stockholders' equity 683,400 635,500
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,916,300 $1,846,400
========== ==========
The accompanying notes are an integral part of these financial statements.
<PAGE>4
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
For the Three Month Periods Ended August 31, 1995 and 1994
(Amounts in thousands, except per share data)
1995 1994
---- ----
Net sales $509,500 $357,200
-------- --------
Operating costs:
Cost of products sold 344,600 232,500
Selling and administration 83,100 65,500
Research and development 10,900 8,000
Depreciation and amortization 16,200 11,800
-------- --------
Total operating costs 454,800 317,800
-------- --------
Operating income 54,700 39,400
Interest expense 15,200 12,400
-------- --------
Income before provision for taxes 39,500 27,000
Provision for income taxes 15,400 10,300
-------- --------
Net income 24,100 16,700
Retained earnings - beginning of the period 113,600 104,500
Cash dividends of $.03 and $.026 per share (1,800) (1,200)
-------- --------
Retained earnings - end of the period $135,900 $120,000
======== ========
Net income per share of common stock:
Primary $ .40 $ .37
======== ========
Fully-diluted $ .40 $ .33
======== ========
Weighted average number of shares outstanding:
Primary 60,100 44,900
======== ========
Fully-diluted 60,500 53,600
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>5
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED)
For the Six Month Periods Ended August 31, 1995 and 1994
(Amounts in thousands, except per share data)
1995 1994
---- ----
Net sales $1,028,000 $721,000
---------- --------
Operating costs:
Cost of products sold 690,400 468,600
Selling and administration 173,500 133,300
Research and development 21,700 15,600
Depreciation and amortization 32,400 23,200
---------- --------
Total operating costs 918,000 640,700
---------- --------
Operating income 110,000 80,300
Interest expense 30,200 25,300
---------- --------
Income before provision for income taxes 79,800 55,000
Provision for income taxes 31,100 21,200
---------- --------
Net income 48,700 33,800
Retained earnings - beginning of the period 90,800 88,600
Cash dividends of $.06 and $.052 per share (3,600) (2,400)
---------- --------
Retained earnings - end of the period $ 135,900 $120,000
========== ========
Net income per share of common stock:
Primary $ .81 $ .75
========== ========
Fully-diluted $ .81 $ .67
========== ========
Weighted average number of shares outstanding:
Primary 60,100 44,900
========== ========
Fully-diluted 60,500 53,600
========== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>6
MARK IV INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Six Month Periods Ended August 31, 1995 and 1994
(Dollars in thousands)
1995 1994
---- ----
Cash flows from operating activities:
Net income $ 48,700 $ 33,800
Items not affecting cash:
Depreciation and amortization 32,400 23,200
Pension and compensation related items (5,300) (6,500)
Deferred income taxes 14,200 1,500
Net cash provided by earnings 90,000 52,000
Changes in assets and liabilities, net
of effects of businesses acquired and
discontinued:
Accounts receivable (500) (20,600)
Inventories (10,000) 2,000
Other Assets (8,600) (5,600)
Accounts payable (6,800) 11,800
Other liabilities (22,500) 6,100
Net cash used in
operating activities 41,600 45,700
Cash flows from investing activities:
Acquisitions and investments (25,100) (12,700)
Divestitures and asset sales 1,400 -
Purchase of plant and equipment, net (39,900) (16,300)
Net cash used in investing activities (63,600) (29,000)
Cash flows from financing activities:
Credit agreement borrowings, net 26,100 (15,300)
Other changes in long-term debt, net (1,200) 1,000
Changes in short-term bank borrowings 1,100 -
Common stock transactions (200) 300
Cash dividends paid (3,600) (2,400)
Net cash provided by
financing activities 22,200 (16,400)
Effect of exchange rate fluctuations (100) (100)
Net increase in cash 100 200
Cash and cash equivalents:
Beginning of the year 800 500
-------- --------
End of the period $ 900 $ 700
======== ========
The accompanying notes are an integral part of these financial statements.
<PAGE>7
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. In the opinion of the Company's management, the accompanying unaudited
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position
of the Company at August 31, 1995, and the results of its operations and
its cash flows for the three and six month periods ended August 31, 1995
and 1994. Such results are not necessarily indicative of the results to
be expected for the full year.
2. On November 4, 1994, the Company acquired substantially all of the stock
of Purolator Products Company (Purolator) for a cash purchase price of
$25.00 per share, or a total cost, including expenses, of approximately
$286.3 million. Purolator is a manufacturer of a broad range of filters
and separation systems used in automotive (principally aftermarket),
marine, heating, ventilating, air conditioning, and high-technology
liquid-filtration applications, and specialized industrial filters and
separation systems. Purolator is a significant addition to the
Company's Power and Fluid Transfer business segment.
The acquisition has been accounted for under the purchase method, and
the financial position of Purolator is included in the consolidated
results of operations for the three and six month periods ended August
31, 1995, and in the consolidated balance sheets of the Company as of
August 31, 1995 and February 28, 1995 based upon a preliminary
determination and allocation of the purchase price. Such amounts will
be finalized upon additional analysis and asset valuation determinations
to be made by the Company and various outside appraisal firms during the
latter half of fiscal 1996. The final changes are not expected to have
a significant impact on the Company's results of operations as reported
herein.
The following table presents the pro forma consolidated condensed
results of operations for the Company's three and six month periods
ended August 31, 1994 as if the following transactions had occurred at
the beginning of the periods: (i) the consummation of the acquisition
of Purolator in November 1994 and the borrowings under the 1994 Credit
Agreement in connection therewith; and (ii) the consummation of the
Equity Offering in December 1994 and the application of the estimated
net proceeds therefrom. The pro forma amounts do not purport to be
indicative of the results that actually would have been obtained had the
transactions identified above actually taken place at the beginning of
the periods, nor are they intended to be a projection of future results
(dollars in thousands, except per share amounts):
Three Months Ended Six Months Ended
August 31, 1994 August 31, 1994
----------------- ---------------
Net sales $472,400 $951,300
======== ========
Income before interest and taxes $ 49,900 $ 99,200
======== ========
Net income $ 20,400 $ 40,500
======== ========
Net income per share:
Primary $ .40 $ .79
======== ========
Fully-diluted $ .36 $ .71
======== ========
<PAGE>8
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
3. Accounts receivable are presented net of allowances for doubtful
accounts of $18,200,000 and $18,600,000 at August 31, 1995 and February
28, 1995, respectively.
4. Inventories consist of the following components (dollars in thousands):
August 31, February 28,
1995 1995
---------- -----------
Raw materials, parts and sub-assemblies $103,300 $103,500
Work-in-process 66,800 60,200
Finished goods 199,200 198,200
-------- --------
Inventories $369,300 $361,900
======== ========
Since physical inventories taken during the year do not necessarily
coincide with the end of a quarter, management has estimated the
composition of inventories with respect to raw materials, work-in-
process and finished goods. It is management's opinion that this
estimate represents a reasonable approximation of the inventory
breakdown as of August 31, 1995. The amounts at February 28, 1995 are
based upon the audited balance sheet at that date.
5. Property, plant and equipment is stated at cost and consists of the
following components (dollars in thousands):
August 31, February 28,
1995 1995
---------- -----------
Land and land improvements $ 41,500 $ 41,500
Buildings 151,400 145,300
Machinery and equipment 487,100 451,600
-------- --------
Total property, plant and equipment 680,000 638,400
Less accumulated depreciation 172,900 150,500
-------- --------
Property, plant and equipment, net $507,100 $487,900
======== ========
<PAGE>9
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
6. Long-term debt consists of the following at August 31, 1995 and February
28, 1995 (dollars in thousands):
August 31, February 28,
1995 1995
---------- -----------
Senior Debt:
Credit Agreement $ 325,000 $ 300,000
Multi-Currency Agreement 39,400 38,300
Other items 43,300 42,500
---------- ----------
Total 407,700 380,800
Less Current maturities (6,700) (8,600)
Less amounts allocated to
discontinued operations (20,700) (19,500)
---------- ----------
Net senior debt 380,300 352,700
8-3/4% Senior Subordinated Notes 258,000 258,000
---------- ----------
Total long-term debt 638,300 610,700
Total stockholders equity 683,400 635,500
---------- ----------
Total capitalization $1,321,700 $1,246,200
========== ==========
Long-term debt as a percentage
of total capitalization 48.3% 49.0%
========== ==========
7. In May 1995, the Company's Board of Directors adopted a Shareholders'
Rights Plan under which Preferred Stock Purchase Rights were distributed
as a dividend at a rate of one Right for each share of Common Stock held
as of the close of business on June 2, 1995. The Rights will expire at
the close of business on June 2, 2005.
Each Right will entitle the holder to buy one one-hundredth of a newly-
issued share of Mark IV Industries, Inc. Series A Junior Participating
Preferred Stock at an exercise price of $80.00 The Rights will detach
from the Common Stock and will initially become exercisable for such
shares of Preferred Stock if a person or group acquires beneficial
ownership of, or commences a tender or exchange offer which would result
in such person or group beneficially owning, 20 percent or more of the
Company's Common Stock, except through a tender or exchange offer for
all shares which the Board determines to be fair and otherwise in the
best interest of the Company and its stockholders. If either the
acquiring person beneficially owns 20% or more of the Company's Common
Stock or the Company is a party to a business combination which is not
approved by the Company's Board of Directors, each Right (other than
those held by the acquiring person) will entitle the holder to receive,
upon exercise, shares of Common Stock of the Company or of the surviving
company with a value equal to two times the exercise price of the Right.
<PAGE>10
8. For purposes of cash flows, the Company considers overnight investments
as cash equivalents. The Company made cash interest payments of
approximately $31,800,000 and $24,800,000 in the six month periods ended
August 31, 1995 and 1994, respectively. The Company also made cash
income tax payments of approximately $19,900,000 and $10,700,000 in the
six month periods ended August 31, 1995 and 1994, respectively.
<PAGE>11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
- -------------------------------
Net cash provided by earnings was approximately $90,000,000 for the six month
period ended August 31, 1995, an increase of approximately $38,000,000 (73%)
over the six month period ended August 31, 1994. As of August 31, 1995, the
Company had working capital of approximately $424,300,000 an increase of
approximately $44,600,000 (12%) from February 28, 1995. The increase in
working capital is substantially attributable to the Power and Fluid Transfer
segment to support higher business levels and temporary seasonal inventory and
accounts receivable increases.
The Company has borrowing availability under its primary credit agreements in
excess of $355,000,000 and additional availability under its various domestic
and foreign demand lines of credit of approximately $99,000,000 as of August
31, 1995. Long-term debt at August 31, 1995 increased approximately
$27,600,000 (5%) from the total amount as of February 28, 1995, primarily as a
result of increased borrowings to support the temporarily increased working
capital requirements.
Although the Company's long-term debt increased in absolute terms, as a
percentage of total capitalization it decreased slightly to approximately 48%
as of August 31, 1995, from 49% at February 28, 1995. Debt reduction in the
balance of the fiscal year will be pursued through the use of cash generated
from operations and reduced working capital requirements. Management believes
that cash generated from operations should be sufficient to support the
Company's working capital requirements and anticipated capital expenditures
for the foreseeable future.
Results of Operations
- ---------------------
The Company classifies its operations in two business segments: Power and
Fluid Transfer and Professional Audio. The Company's current business
strategy is focused upon the enhancement of its business segments through
internal growth, cost control and quality improvement programs and selective,
strategic acquisitions, with an emphasis on expanding the Company's
international presence.
The results of operations for the three and six month periods ended August 31,
1995 include the results of operations of Purolator, which was acquired in
November 1994.
<PAGE>12
Net sales for the three month period ended August 31, 1995 increased
$152,300,000 (43%) over the comparable period last year. The increase was
primarily due to the inclusion of the results of operations of Purolator and
several smaller acquisitions. Excluding the acquisitions, sales increased
approximately $25,900,000 (7%) in the three month period ended August 31,
1995, with $21,500,000 of the increase in the Power and Fluid Transfer segment
and $4,400,000 in the Professional Audio segment. Foreign currency exchange
rate movements had a $3,200,000 positive effect on sales in the quarter ended
August 31, 1995 in comparison to the prior year's quarter. Excluding
acquisitions and the positive effect of foreign currency movements, the
internal growth was $22,700,000 (6%) in the quarter period ended August 31,
1995 compared to the quarter ended August 31, 1994.
Net sales for the six month period ended August 31, 1995 increased
$307,000,000 (43%) over the comparable period last year. The increase was
primarily due to the inclusion of the results of operations of Purolator and
several smaller acquisitions. Excluding the acquisitions, sales increased
approximately $50,900,000 (7%) in the six month period ended August 31, 1995,
with $37,600,000 of the increase in the Power and Fluid Transfer segment and
$13,300,000 in the Professional Audio segment. Foreign currency exchange rate
movements had a $10,900,000 positive effect on sales in the quarter ended
August 31, 1995 in comparison to the prior year. Excluding acquisitions and
the positive effect of foreign currency movements, the internal growth was
$40,000,000 (6%) in the six month period ended August 31, 1995 compared to the
six month period ended August 31, 1994.
The cost of products sold as a percentage of consolidated net sales increased
to approximately 67% for the three and six month periods ended August 31,
1995, as compared to approximately 65% for the three and six month periods
ended August 31, 1994. The increase in the percentage of costs is primarily
the result of the Purolator acquisition, due to its historically lower gross
margins.
Selling and Administration costs as a percentage of consolidated net sales
were 16.3% and 16.9% for the three and six month periods ended August 31, 1995
as compared to approximately 18.4% for the three and six month periods ended
August 31, 1994. The reduced level of costs as a percentage of sales is
primarily a result of the inclusion of the Purolator operations which tend to
have a lower level of such costs after the elimination of duplicate corporate
and other costs. The reduction in the level of costs also indicates the
company's continued emphasis on cost control has been successful in
substantially offsetting the impact of inflation on such costs.
Research and development costs increased by $2,900,000 (36%) and $6,100,000
(39%) for the three and six month periods ended August 31, 1995 as compared to
the three and six month periods ended August 31, 1994. The increase was
primarily attributable to the inclusion of the results of operations of
Purolator and several smaller acquisitions. As a percentage of consolidated
net sales, these expenses remained consistent at approximately 2% in each
period. This consistent level of investment reflects the Company's continuing
emphasis on new product development.
<PAGE>13
Depreciation and amortization expense increased by $4,400,000 (37%) and
$9,200,000 (40%) for the three and six month periods ended August 31, 1995 as
compared to the three and six month periods ended August 31, 1994. The
increase is primarily attributable to the inclusion of the results of
operations of Purolator and several smaller acquisitions, as well as
depreciation resulting from fixed asset additions made in the second half of
fiscal 1995.
Interest expense for the three and six month periods ended August 31, 1995
increased by $2,800,000 (23%) and $4,900,000 (19%) as compared to the three
and six month periods ended August 31, 1994. The increase is primarily due to
an increase in the weighted average debt outstanding resulting from borrowings
incurred to finance the acquisition of Purolator, net of the effects of the
conversion of the Company's 6-1/4% Convertible Subordinated Debentures and the
equity offering which occurred in the second half of fiscal 1995. Increases
in economic rates on the Company's domestic and foreign debt also contributed
to increased interest expense in the current periods.
The Company's provision for income taxes as a percentage of pre-tax accounting
income for the three and six month periods ended August 31, 1995 and 1994
remained relatively constant at approximately 39%. The benefits of increased
domestic income resulting from the acquisition of Purolator were substantially
offset by increased income in foreign locations with higher statutory tax
rates than in the U.S.
As a result of all of the above, the Company's net income for the three and
six month periods ended August 31, 1995 increased $7,400,000 (44%) and
$14,900,000 (44%) over the comparable periods last year.
Impact of Inflation
- -------------------
Generally, the Company has been able to pass on inflation-related cost
increases; consequently, inflation has had no material impact on income from
operations.
<PAGE>14
Part II. OTHER INFORMATION
- ---------------------------
Items 1, 2, 3 and 5 are inapplicable and have been omitted.
Item 4 - Results of Votes of Security Holders
- ---------------------------------------------
On July 20, 1995 the Annual Meeting of Stockholders of the Company was
held. At this meeting, the stockholders voted on the following matters:
(1) Gerald S. Lippes and Herbert Roth, Jr. were elected to serve as
Class II Directors until the 1998 Annual Meeting. Mr. Lippes was
elected with 52,431,340 shares voting for his election; and
1,829,068 shares withholding authority. Mr. Roth was elected with
52,448,538 shares voting for his election; and 1,811,870 shares
withholding authority.
The following is a list of directors whose term of office
continued after the meeting:
Sal H. Alfiero
Clement R. Arrison
Gerald S. Lippes
Joseph G. Donohoo
Herbert Roth, Jr.
(2) To consider and take action upon the proposed Amendment and
Restatement of the Mark IV Industries, Inc. Executive Bonus plan
effective March 1, 1995.
The plan was passed with 51,253,483 shares voting for the
proposal; 2,678,658 shares voting against the proposal and 328,267
shares abstaining.
Item 6(a) - Exhibits
- --------------------
Exhibit No.
11 Statement Regarding Computation of Per Share Earnings
27 Financial Data Schedule
Item 6(b) Reports on Form 8-K
- -----------------------------
None
<PAGE>15
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.
MARK IV INDUSTRIES, INC.
Registrant
DATE:October 13, 1995 /s/ Sal H. Alfiero
---------------- ---------------------
Sal H. Alfiero
Chairman of the Board
DATE:October 13, 1995 /s/ Clement R. Arrison
---------------- -----------------------
Clement R. Arrison
President
DATE:October 13, 1995 /s/ William P. Montague
---------------- ------------------------
William P. Montague
Executive Vice President
and Chief Financial Officer
DATE:October 13, 1995 /s/ John J. Byrne
---------------- ------------------------
John J. Byrne
Vice President-Finance
DATE:October 13, 1995 /s/ Richard L. Grenolds
---------------- ------------------------
Richard L. Grenolds
Vice President and
Chief Accounting Officer
<PAGE>16
EXHIBIT INDEX
Description
- -----------
Page No.
-------
11 Statement Regarding Computation of Per Share Earnings 17
27 Financial Data Schedule 19
<PAGE>17
EXHIBIT 11
MARK IV INDUSTRIES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
For the Three and Six Month Periods Ended August 31, 1995 and 1994
(Amounts in thousands, except per share data)
Three Months Six Months
Ended August 31, Ended August 31,
1995 1994 1995 1994
----- ----- ----- -----
PRIMARY
Shares outstanding:
Weighted average number of
shares outstanding 60,073 44,888 60,089 44,875
Net effect of dilutive stock
options (1) 427 363 367 363
------- ------ ------ ------
Total 60,500 45,251 60,456 45,238
======= ====== ====== ======
Net income (loss) $24,100 $16,700 $48,700 $ 33,800
======= ======= ======= ========
Net income (loss) per share (2) $ .40 $ .37 $ .81 $ .75
======= ======= ======= ========
FULLY-DILUTED
Shares outstanding:
Weighted average number of
shares outstanding 60,073 44,888 60,089 44,875
Shares issuable upon conversion of
the Company's 6-1/4% Convertible
Subordinated Debentures - 8,341 - 8,341
Net effect of dilutive stock
options (1) 444 363 444 363
------- ------- ------- ------
Total 60,517 53,592 60,533 53,579
======= ======= ======== =======
Net income $24,100 $16,700 $ 48,700 $33,800
Interest on Convertible Subordinated
Debentures, less tax effect $ - $ 1,100 $ - $ 2,200
------- ------- -------- -------
Net income applicable to fully-diluted
shares $24,100 $17,800 $ 48,700 $36,000
======= ======= ======== =======
Net income (loss) per share $ .40 $ .33 $ .81 $ .67
======= ======= ======== =======
<PAGE>18
- ------------------------------------
(1) The net effects for the three and six month periods ended August 31,
1995 and 1994 are based upon the treasury stock method using the average
market price during the periods for the primary amounts, and the higher
of the average market price or the market price at the end of the period
for the fully-diluted amounts.
(2) Primary earnings per share have been reported in the Company's
financial statements based only upon the shares of common stock
outstanding, since the dilutive effect of the stock options
is not considered to be material.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
the financial statements of Mark IV Industries, Inc. and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-28-1996
<PERIOD-END> AUG-31-1995
<CASH> 900
<SECURITIES> 0
<RECEIVABLES> 410,900
<ALLOWANCES> 18,200
<INVENTORY> 369,300
<CURRENT-ASSETS> 829,800
<PP&E> 680,000
<DEPRECIATION> 172,900
<TOTAL-ASSETS> 1,916,300
<CURRENT-LIABILITIES> 405,500
<BONDS> 638,300
<COMMON> 600
0
0
<OTHER-SE> 682,800
<TOTAL-LIABILITY-AND-EQUITY> 1,916,300
<SALES> 1,028,000
<TOTAL-REVENUES> 1,028,000
<CGS> 690,400
<TOTAL-COSTS> 918,000
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 30,200
<INCOME-PRETAX> 79,800
<INCOME-TAX> 31,100
<INCOME-CONTINUING> 48,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,700
<EPS-PRIMARY> .81
<EPS-DILUTED> .81
</TABLE>
