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, 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 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 2, 1996
Common stock $.01 par value 63,139,230
<PAGE>2
MARK IV INDUSTRIES, INC.
INDEX
Part I. Financial Information Page No.
Consolidated Condensed Balance Sheets as of
August 31, 1996 and February 29, 1996 3
Consolidated Statements of Income and Retained Earnings
For the Three Month Periods Ended August 31, 1996 and 1995 4
Consolidated Statements of Income and Retained Earnings
For the Six Month Periods Ended August 31, 1996 and 1995 5
Consolidated Statements of Cash Flows
For the Six Month Periods Ended August 31, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
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 29,
1996 1996
ASSETS (Unaudited)
Current Assets:
Cash $ 1,100 $ 900
Accounts receivable 450,200 399,600
Inventories 412,200 405,000
Other current assets 85,900 68,300
Total current assets 949,400 873,800
Pension and other non-current assets 235,700 216,500
Property, plant and equipment, net 609,000 553,700
Cost in excess of net assets acquired 411,700 369,100
TOTAL ASSETS $2,205,800 $2,013,100
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current
maturities of debt $ 125,200 $ 95,100
Accounts payable 180,200 191,300
Compensation related liabilities 62,500 71,300
Accrued interest 23,600 12,700
Other current liabilities 102,700 98,500
Total current liabilities 494,200 468,900
Long-Term Debt:
Senior debt 210,600 136,100
Subordinated debentures 506,500 506,400
Total long-term debt 717,100 642,500
Other non-current liabilities 217,400 176,200
Stockholders' Equity:
Preferred stock - -
Common stock 600 600
Additional paid-in capital 618,500 617,600
Retained earnings 160,500 109,700
Foreign currency translation adjustment (2,500) (2,400)
Total stockholders' equity 777,100 725,500
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $2,205,800 $2,013,100
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, 1996 and 1995
(Amounts in thousands, except per share data)
1996 1995
Net sales $577,100 $509,500
Operating costs:
Cost of products sold 392,700 344,600
Selling and administration 91,400 83,100
Research and development 11,900 10,900
Depreciation and amortization 19,000 16,200
Total operating costs 515,000 454,800
Operating income 62,100 54,700
Interest expense 18,400 15,200
Income before provision for taxes 43,700 39,500
Provision for income taxes 17,000 15,400
Net income 26,700 24,100
Retained earnings - beginning of the period 136,000 113,600
Cash dividends of $.035 and $.029 per share (2,200) (1,800)
Retained earnings - end of the period $160,500 $135,900
Net income per share of common stock:
Primary $ .42 $ .38
Fully-diluted $ .42 $ .38
Weighted average number of shares outstanding:
Primary 63,100 63,000
Fully-diluted 63,500 63,400
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, 1996 and 1995
(Amounts in thousands, except per share data)
1996 1995
Net sales $1,194,000 $1,028,000
Operating costs:
Cost of products sold 813,100 690,400
Selling and administration 191,400 173,500
Research and development 25,000 21,700
Depreciation and amortization 37,800 32,400
Total operating costs 1,067,300 918,000
Operating income 126,700 110,000
Interest expense 36,200 30,200
Income before provision for income taxes 90,500 79,800
Provision for income taxes 35,300 31,100
Net income 55,200 48,700
Retained earnings - beginning of the period 109,700 90,800
Cash dividends of $.07 and $.057 per share (4,400) (3,600)
Retained earnings - end of the period $ 160,500 $135,900
Net income per share of common stock:
Primary $ .87 $ .77
Fully-diluted $ .87 $ .77
Weighted average number of shares outstanding:
Primary 63,100 63,000
Fully-diluted 63,500 63,400
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, 1996 and 1995
(Dollars in thousands)
1996 1995
Cash flows from operating activities:
Net income $ 55,200 $ 48,700
Items not affecting cash:
Depreciation and amortization 37,800 32,400
Pension and compensation related items (7,100) (5,300)
Deferred income taxes 13,100 14,200
Changes in assets and liabilities, net
of effects of businesses acquired and
discontinued:
Accounts receivable (34,600) (500)
Inventories 17,700 (10,000)
Other assets (25,700) (8,600)
Accounts payable (17,900) (6,800)
Other liabilities (17,300) (22,500)
Net cash provided from
operating activities 21,200 41,600
Cash flows from investing activities:
Acquisitions and investments (78,000) (25,100)
Divestitures and asset sales - 1,400
Purchase of plant and equipment, net (42,500) (39,900)
Net cash used in investing activities (120,500) (63,600)
Cash flows from financing activities:
Credit agreement borrowings, net 77,700 26,100
Other changes in long-term debt, net (4,000) (1,200)
Changes in short-term bank borrowings 30,000 1,100
Common stock transactions 300 (200)
Cash dividends paid (4,400) (3,600)
Net cash provided by
financing activities 99,600 22,200
Effect of exchange rate fluctuations (100) (100)
Net increase in cash 200 100
Cash and cash equivalents:
Beginning of the year 900 800
End of the period $ 1,100 $ 900
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, 1996, and the results of its operations and
its cash flows for the periods ended August 31, 1996 and 1995. Such
results are not necessarily indicative of the results to be expected for
the full year.
2. In March 1996, the Company acquired the net assets of the Imperial
Eastman division of the Pullman Company for a cash purchase price of
approximately $78.0 million. Imperial Eastman is a leading manufacturer
and marketer of a broad range of thermoplastic hydraulic and pneumatic
hose assemblies, and steel and brass couplings, adapters and fittings
for both high and low pressure applications. Imperial Eastman is
included in the Company's Industrial business segment.
In September 1996, the Company sold its Vapor Corporation business for
approximately $64.4 million in cash, plus approximately $2.0 million in
future sales-related performance payments. Vapor is a manufacturer of
electronic door control systems and components for buses and rail
vehicles, with fiscal 1996 revenues of approximately $65.0 million.
Vapor's results of operations through August 31, 1996 have been included
in the accompanying financial statements of the Company as of that date.
Vapor was a part of the Company's Industrial business segment.
3. Accounts receivable are presented net of allowances for doubtful
accounts of $17.2 million and $16.7 million at August 31, 1996 and
February 29, 1996, respectively.
4. Inventories consist of the following components (dollars in thousands):
August 31, February 29,
1996 1996
Raw materials, parts and sub-assemblies $114,400 $112,900
Work-in-process 72,800 57,500
Finished goods 225,000 234,600
Inventories $412,200 $405,000
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, 1996. The amounts at February 29, 1996 are
based upon the audited balance sheet at that date.
<PAGE>8
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
5. Property, plant and equipment is stated at cost and consists of the
following components (dollars in thousands):
August 31, February 29,
1996 1996
Land and land improvements $ 44,300 $ 43,400
Buildings 168,200 155,300
Machinery and equipment 617,900 547,700
Total property, plant and equipment 830,400 746,400
Less accumulated depreciation 221,400 192,700
Property, plant and equipment, net $609,000 $553,700
6. Long-term debt consists of the following (dollars in thousands):
August 31 February 29,
1996 1996
Senior Debt:
Credit Agreement $ 175,000 $ 97,300
Other items 43,600 46,700
Total 218,600 144,000
Less Current maturities (8,000) (7,900)
Net senior debt 210,600 136,100
Subordinated Debt:
7-3/4% Senior Subordinated Notes 248,500 248,400
8-3/4% Senior Subordinated Notes 258,000 258,000
Total subordinated debt 506,500 506,400
Total long-term debt 717,100 642,500
Total stockholders' equity 777,100 725,500
Total capitalization $1,494,200 $1,368,000
Long-term debt as a percentage
of total capitalization 48.0% 47.0%
7. For purposes of cash flows, the Company considers overnight investments
as cash equivalents. The Company made cash interest payments of
approximately $25.5 million and $31.8 million in the six month periods
ended August 31, 1996 and 1995, respectively. The Company also made
cash income tax payments of approximately $14.2 million and $19.9
million in the six month periods ended August 31, 1996 and 1995,
respectively.
<PAGE>9
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
8. In October 1996, the Company announced its decision to realign and
refocus its operations, including the closure of certain facilities and
the elimination of approximately 1,000 employee positions. As a part of
this realignment, facilities producing both automotive and industrial
products will be dedicated to one or the other of the Company's business
segments.
The realignment is estimated to result in a charge of approximately
$66.0 million after taxes, or $1.04 per fully-diluted share. The charge
is expected to be recognized in the Company's third fiscal quarter. On
a pre-tax basis, the charge will be approximately $110.0 million, with
approximately $60.0 million consisting of non-cash items. The cash
charge will cover employee-related transition and other closing costs.
The non-cash charge comes from the revaluation of long-term assets
related to the facilities being realigned and certain pension-related
costs.
<PAGE>10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
Net cash provided by earnings (net income before non-cash items) was
approximately $99.0 million for the six month period ended August 31, 1996, an
increase of $9.0 million (10%) over the six month period ended August 31,
1995. As of August 31, 1996, the Company had working capital of $455.2
million, an increase of $50.3 million (12%) from February 29, 1996. The
increase in working capital is substantially attributable to the acquisition
of Imperial Eastman and to support the Company's higher overall revenue base,
as well as temporary seasonal inventory and accounts receivable increases. A
temporary seasonal increase in the working capital requirements of the
automotive business segment has been more than offset by the elimination of
the seasonal increase experienced by the Industrial business segment as of May
31, 1996. As a result, the working capital amount at August 31, 1996
represents a decrease of $18.2 million from the amount required at May 31,
1996.
In March 1996, the Company acquired the net assets of the Imperial Eastman
division of The Pullman Company for a cash purchase price of approximately
$78.0 million. Imperial Eastman is a leading manufacturer and marketer of a
broad range of thermoplastic hydraulic and pneumatic hose assemblies, and
steel and brass couplings, adapters and fittings for both high and low
pressure applications. Imperial Eastman is included in the Company's
Industrial business segment.
The Company has borrowing availability under its primary credit agreements of
$325.0 million and additional availability under its various domestic and
foreign demand lines of credit of approximately $128.0 million as of August
31, 1996. Long-term debt at August 31, 1996 increased $74.6 million (12%)
from the total amount as of February 29, 1996, primarily as a result of the
acquisition of Imperial Eastman. Debt reduction in the balance of the fiscal
year will be pursued through the use of cash generated from operations and
further reductions in working capital requirements as a result of the
Company's Cycle Time Reduction program, as well as the elimination of the
temporary seasonal working capital demands. The Company's current divestiture
program should also contribute to the reduction of debt in the balance of the
fiscal year.
In September 1996, the Company sold its Vapor Corporation business for
approximately $64.4 million in cash, plus approximately $2.0 million in future
sales-related performance payments. The cash proceeds from this transaction
will be used initially to reduce borrowings outstanding under the Company's
Credit Agreement. However, these proceeds, along with those from additional
dispositions, may be redeployed to finance acquisitions or repurchase the
Company's common stock, in addition to debt reduction.
In October 1996, the Company announced its decision to realign and refocus its
operations, including the closure of certain facilities and the elimination of
approximately 1,000 employee positions. As a part of this realignment,
facilities producing both automotive and industrial products will be dedicated
to one or the other of the Company's business segments.
<PAGE>11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The realignment is estimated to result in a charge of approximately $66.0
million after taxes, or $1.04 per fully-diluted share. The charge is expected
to be recognized in the Company's third fiscal quarter. On a pre-tax basis,
the charge is estimated to be approximately $110.0 million, with approximately
$60.0 million consisting of non-cash items. The cash charge will cover
employee-related transition and other closing costs. The non-cash charge
comes from the revaluation of long-term assets related to the facilities being
realigned and certain pension-related costs.
As a result of the Vapor transaction referred to above, and certain other
asset sales occurring subsequent to August 31, 1996, the Company has generated
cash proceeds of approximately $90.0 million, resulting in a pre-tax gain of
approximately $20.0 million. Such gain is sufficient to cover 40% of the cash
cost of the restructuring.
Management believes that cash generated from operations, as temporarily
supplemented with existing credit availability, should be sufficient to
support the Company's working capital requirements and anticipated capital
expenditures for the foreseeable future, including the costs associated with
the restructuring efforts.
Results of Operations
The Company classifies its operations in two business segments: Automotive
and Industrial. 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 each segment's international presence. In that regard,
in addition to the Imperial Eastman acquisition referred to above, the Company
also acquired FitzSimons Manufacturing Company ("FitzSimons") in the latter
part of fiscal 1996.
Net sales for the three and six month periods ended August 31, 1996 increased
by $67.6 million (13%) and $166.0 million (16%) over the comparable periods
last year. These increases were attributable to internal sales growth, as
well as the inclusion of the results of operations of Imperial Eastman and
FitzSimons. Changes in foreign currency exchange rates had a nominal effect
on net sales for the three and six month periods ended August 31, 1996, as
compared to the comparable periods last year.
In the Company's Automotive segment, net sales increased $26.2 million (11%)
and $69.0 million (14%) for the three and six month periods ended August 31,
1996 over the comparable periods last year. Approximately $16.5 million (7%)
and $35.8 million (7%) of the Automotive segment's increases were attributable
to the inclusion of the results of operations of FitzSimons. Excluding
FitzSimons, the Automotive segment's net sales increased approximately $9.7
million (4%) and $33.2 million (7%) for the three and six month periods ended
August 31, 1996 over the comparable periods last year. The internal growth in
<PAGE>12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
the Automotive segment was primarily generated by the segment's Automotive OEM
sector, with the foreign OEM growth outpacing domestic growth by a two-to-one
margin due to more revenue per car built. In the Aftermarket sector, internal
sales growth was up 3% for the six month period ended August 31, 1996 in
comparison to the prior year, with an increase in the traditional (belts and
hose) aftermarket sales compensating for relatively flat sales in the sector's
maintenance (filters) side. Increased Aftermarket sales in the traditional
sector in the first quarter of fiscal 1997 were partially offset by flat sales
in this sector during the second quarter ended August 31, 1996; however, a
second quarter strengthening in the maintenance sector offset such flat
traditional sales.
In the Company's Industrial segment, net sales increased $41.4 million (16%)
and $97.0 million (18%) for the three and six month periods ended August 31,
1996 over the comparable periods last year. Approximately $28 million (10%)
and $55.5 million (10%) of the Industrial segment's increases were
attributable to the inclusion of the results of operations of Imperial
Eastman. Excluding Imperial Eastman, the Industrial segment's net sales
increased approximately $13.4 million (5%) and $41.5 million (8%) for the
three and six month periods ended August 31, 1996 over the comparable periods
last year. This internal growth was lead by both foreign and domestic sales
growth in the segment's general industrial and transportation sectors, which
significantly offset some softening in the segment's Professional Audio
sector.
The cost of products sold as a percentage of consolidated net sales increased
to 68% for the three and six month periods ended August 31, 1996, as compared
to 67% for the three and six month periods ended August 31, 1995. The
increase was primarily a result of the Imperial Eastman and FitzSimons
acquisitions referred to above, which have a higher level of costs than the
Company's existing businesses. The increase in the percentage of costs also
reflects negative pressures on margins experienced by the aftermarket
maintenance sector of the Automotive business segment.
Selling and administration costs as a percentage of consolidated net sales
were 15.8% and 16.0% for the three and six month periods ended August 31,
1996 as compared to 16.3% and 16.9% for the three and six month periods ended
August 31, 1995. The reduced level of costs as a percentage of sales reflects
operating efficiencies achieved from the integration of the Purolator
businesses and the reorganization of the Company's business segments. 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 $1.0 million (9%) and $3.3 million
(15%) for the three and six month periods ended August 31, 1996 as compared to
the three and six month periods ended August 31, 1995. 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
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Depreciation and amortization expense increased by $2.8 million (17%) and $5.4
million (17%) for the three and six month periods ended August 31, 1996 as
compared to the three and six month periods ended August 31, 1995. The
increases are primarily attributable to the Company's increased level of
capital equipment expenditures, which included a new manufacturing facility
and increased capacity requirements in the Company's Automotive segment,
primarily in Europe, and a new domestic distribution facility in the Company's
Industrial segment.
Interest expense for the three and six month periods ended August 31, 1996
increased by $3.2 million (21%) and $6.0 million (20%) as compared to the
three and six month periods ended August 31, 1995. The increases are
primarily due to an increase in the average debt outstanding resulting from
borrowings incurred to finance the acquisitions of FitzSimons and Imperial
Eastman, and to support temporarily higher working capital levels. The
Company experienced increases in economic rates on the Company's domestic
debt, primarily related to the private placement of $250.0 million 7-3/4%
Senior Subordinated Notes at the beginning of fiscal 1997, offset slightly by
lower rates on the Company's Credit Agreement, as a result of its being
amended and restated at the beginning of fiscal 1997. The Company also
experienced a slight reduction in the economic rates on its foreign debt.
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, 1996 and 1995
remained relatively constant at approximately 39%. The benefit of increased
domestic income resulting from acquisitions and internal growth 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, 1996 increased $2.6 million and (11%) and
$6.5 million (13%) over the comparable periods last year.
Impact of Inflation
Although the Company has experienced delays in its ability to pass on certain
inflation related cost increases, the Company does not expect that such delays
or the overall impact of inflation will have a material impact on the
Company's 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 29, 1996, the Annual Meeting of Stockholders of the Company was
held. At this meeting, the stockholders voted on the following matters:
(1) Sal H. Alfiero and Clement R. Arrison were elected to serve as
Class III Directors until the 1999 Annual Meeting. Mr. Alfiero
was elected with 51,763,277 shares voting for his election; and
398,789 shares withholding authority. Mr. Arrison was elected
with 51,764,586 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
William P. Montague
Clement R. Arrison
Gerald S. Lippes
Joseph G. Donohoo
Herbert Roth, Jr.
(2) To consider and take action upon the proposed Amendment to the
Company's Certificate of Incorporation to increase the authorized
shares of the Company's common stock, par value $.01 per share,
from 100,000,000 to 200,000,000.
The Amendment was passed with 49,642,384 shares voting for the
proposal; 2,198,800 shares voting against the proposal and 320,881
shares abstaining.
(3) To consider and take action upon the proposed Mark IV Industries,
Inc. 1996 Incentive Stock Option Plan.
The Plan was passed with 50,149,425 shares voting for the
proposal; 1,841,913 shares voting against the proposal and 170,725
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 4, 1996 /s/ Sal H. Alfiero
Sal H. Alfiero
Chairman of the Board
DATE: October 4, 1996 /s/ William P. Montague
William P. Montague
President
DATE: October 4,1996 /s/ John J. Byrne
John J. Byrne
Vice President - Finance
and Chief Financial Officer
DATE: October 4,1996 /s/ Richard L. Grenolds
Richard L. Grenolds
Vice President and
Chief Accounting Officer
DATE: October 4,1996 /s/ Clement R. Arrison
Clement R. Arrison
Director
<PAGE>16
EXHIBIT INDEX
Description
Page No.
11 Statement Regarding Computation of Per Share Earnings 17
27 Financial Data Schedule 19
EXHIBIT 11
MARK IV INDUSTRIES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
For the Three and Six Month Periods Ended August 31, 1996 and 1995
(Amounts in thousands, except per share data)
Three Months Six Months
Ended August 31, Ended August 31,
1996 1995 1996 1995
PRIMARY
Shares outstanding:
Weighted average number of
shares outstanding 63,100 63,000 63,100 63,000
Net effect of dilutive stock
options (1) 400 400 400 400
Total 63,500 63,400 63,500 63,400
Net income $26,700 $24,100 $ 55,200 $48,700
Net income (loss) per share (2) $ .42 $ .38 $ .87 $ .77
FULLY-DILUTED
Shares outstanding:
Weighted average number of
shares outstanding 63,100 63,000 63,100 63,000
Net effect of dilutive stock
options (1) 400 400 400 400
Total 63,500 63,400 63,500 63,400
Net income $26,700 $24,100 $ 55,200 $48,700
Net income per share $ .42 $ .38 $ .87 $ .77
- ------------------------------------
(1) The net effects for the three and six month periods ended August 31,
1996 and 1995 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-29-1996
<PERIOD-END> AUG-31-1996
<CASH> 1,100
<SECURITIES> 0
<RECEIVABLES> 467,400
<ALLOWANCES> 17,200
<INVENTORY> 412,200
<CURRENT-ASSETS> 949,400
<PP&E> 830,400
<DEPRECIATION> 221,400
<TOTAL-ASSETS> 2,205,800
<CURRENT-LIABILITIES> 494,200
<BONDS> 717,100
0
0
<COMMON> 600
<OTHER-SE> 776,500
<TOTAL-LIABILITY-AND-EQUITY> 2,205,800
<SALES> 1,194,000
<TOTAL-REVENUES> 1,194,000
<CGS> 813,100
<TOTAL-COSTS> 1,067,300
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36,200
<INCOME-PRETAX> 90,500
<INCOME-TAX> 35,300
<INCOME-CONTINUING> 55,200
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 55,200
<EPS-PRIMARY> .87
<EPS-DILUTED> .87
</TABLE>
