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 November 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 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 January 9, 1996
_____ ______________________________
Common stock $.01 par value 59,979,072
<PAGE>2
MARK IV INDUSTRIES, INC.
INDEX
Part I. Financial Information Page No.
______________________________ ________
Consolidated Condensed Balance Sheets as of
November 30, 1995 and February 28, 1995 3
Consolidated Statements of Income and Retained Earnings
For the Three Month Periods Ended November 30, 1995 and 1994 4
Consolidated Statements of Income and Retained Earnings
For the Nine Month Periods Ended November 30, 1995 and 1994 5
Consolidated Statements of Cash Flows
For the Nine Month Periods Ended November 30, 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)
November 30, February 28,
1995 1995
____________ ___________
ASSETS (Unaudited)
Current Assets:
Cash $ 900 $ 800
Accounts receivable 405,700 383,700
Inventories 373,900 361,900
Other current assets 79,500 58,600
__________ __________
Total current assets 860,000 805,000
Pension related and other
non-current assets 229,700 197,100
Property, plant and equipment, net 519,200 487,900
Cost in excess of net assets acquired 352,100 356,400
__________ __________
TOTAL ASSETS $1,961,000 $1,846,400
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current
maturities of debt $ 83,600 $ 67,300
Accounts payable 173,000 174,000
Compensation related liabilities 71,600 70,400
Accrued interest 7,600 13,800
Other current liabilities 91,200 99,800
__________ __________
Total current liabilities 427,000 425,300
---------- ----------
Long-Term Debt:
Senior debt 372,500 352,700
Subordinated debentures 258,000 258,000
---------- ----------
Total long-term debt 630,500 610,700
---------- ----------
Other non-current liabilities 197,200 174,900
---------- ----------
Stockholders' Equity:
Common stock 600 600
Additional paid-in capital 551,000 550,200
Retained earnings 157,100 90,800
Foreign currency translation adjustment (2,400) (6,100)
---------- ----------
Total stockholders' equity 706,300 635,500
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,961,000 $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 November 30, 1995 and 1994
(Amounts in thousands, except per share data)
1995 1994
-------- -------
Net sales $525,500 $397,300
-------- --------
Operating costs:
Cost of products sold 358,800 261,700
Selling and administration 83,500 71,700
Research and development 13,300 8,800
Depreciation and amortization 16,900 14,800
------- -------
Total operating costs 472,500 357,000
------- -------
Operating income 53,000 40,300
Interest expense 15,300 13,700
------- -------
Income before provision for taxes 37,700 26,600
Provision for income taxes 14,700 10,100
------- -------
Income before extraordinary items 23,000 16,500
Extraordinary items, net of tax - (1,100)
------- -------
Net Income 23,000 15,400
Retained earnings - beginning of the period 135,900 120,000
Cash dividends of $.03 and $.026 per share (1,800) (1,300)
-------- --------
Retained earnings - end of the period $157,100 $134,100
======== ========
Net income per share of common stock:
Primary:
Income before extraordinary items $ .38 $ .34
Extraordinary items - (.02)
-------- --------
Net Income $ .38 $ .32
======== ========
Fully Diluted:
Income before extraordinary items $ .38 $ .32
Extraordinary items - (.02)
-------- --------
Net Income $ .38 $ .30
======== ========
Weighted average number of shares outstanding:
Primary 60,000 48,300
======== ========
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 Nine Month Periods Ended November 30, 1995 and 1994
(Amounts in thousands, except per share data)
1995 1994
---------- ----------
Net sales $1,553,500 $1,118,300
----------- ----------
Operating costs:
Cost of products sold 1,049,200 730,200
Selling and administration 257,000 205,000
Research and development 35,000 24,500
Depreciation and amortization 49,300 38,000
----------- ----------
Total operating costs 1,390,500 997,700
----------- ----------
Operating income 163,000 120,600
Interest expense 45,500 39,000
----------- ----------
Income before provision for income taxes 117,500 81,600
Provision for income taxes 45,800 31 300
----------- ----------
Income before extraordinary items 71,700 50,300
Extraordinary items, net of tax - (1,100)
----------- ----------
Net income 71,700 49,200
Retained earnings - beginning of the period 90,800 88,600
Cash dividends of $.09 and $.079 per share (5,400) (3,700)
----------- ----------
Retained earnings - end of the period $157,100 $134,100
=========== ==========
Net income per share of common stock:
Primary:
Income before extraordinary items $ 1.19 $ 1.09
Extraordinary items - (.02)
----------- ----------
Net income $ 1.19 $ 1.07
=========== ==========
Fully-diluted:
Income before extraordinary items $ 1.19 $ .99
Extraordinary items - (.02)
---------- ----------
Net income $ 1.19 $ .97
========== ==========
Weighted average number of shares outstanding:
Primary 60,100 46,000
========== ==========
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 Nine Month Periods Ended November 30, 1995 and 1994
(Dollars in thousands)
1995 1994
---- ----
Cash flows from operating activities:
Income before extraordinary items $ 71,700 $ 50,300
Items not affecting cash:
Depreciation and amortization 49,300 38,000
Pension and compensation related items (7,800) (10,600)
Deferred income taxes 21,800 4,900
-------- --------
Net cash provided by earnings 135,000 82,600
Changes in assets and liabilities, net
of effects of businesses acquired and
discontinued:
Accounts receivable (13,500) (300)
Inventories (14,600) (13,800)
Other assets (21,200) (10,400)
Accounts payable (4,400) 11,200
Other liabilities (18,300) 13,600
--------- --------
Net cash provided from
operating activities 63,000 82,900
--------- -------
Cash flows from investing activities:
Acquisitions (26,100) (299,100)
Divestitures and asset sales 1,400 5,300
Purchase of plant and equipment, net (66,000) (28,000)
--------- --------
Net cash used in investing activities (90,700) (321,800)
--------- --------
Cash flows from financing activities:
Credit agreement borrowings, net 11,700 241,200
Other changes in long-term debt, net 5,200 600
Changes in short-term bank borrowings 16,400 700
Common stock transactions (200) 300
Cash dividends paid (5,400) (3,500)
--------- --------
Net cash provided by
financing activities 27,700 239,300
--------- --------
Effect of exchange rate fluctuations 100 (100)
--------- --------
Net increase in cash 100 300
Cash and cash equivalents:
Beginning of the year 800 500
-------- --------
End of the period $ 900 $ 800
======== ========
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 November 30, 1995, and the results of its operations
and its cash flows for the three and nine month periods ended November
30, 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 nine month periods ended
November 30, 1995, and in the consolidated balance sheets of the Company
as of November 30, 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
last quarter 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 nine month periods
ended November 30, 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 Nine Months Ended
November 30, 1994 November 30, 1994
------------------ ----------------
Net sales $477,000 $1,428,300
======== ==========
Income before interest and taxes $ 47,500 $ 146,700
======== ==========
Income before extraordinary items $ 20,000 $ 60,500
======== ==========
Income per share before
extraordinary items:
Primary $ .37 $ 1.15
======== ==========
Fully-diluted $ .34 $ 1.06
======== ==========
<PAGE>8
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
3. Accounts receivable are presented net of allowances for doubtful
accounts of $18,900,000 and $18,600,000 at November 30, 1995 and
February 28, 1995, respectively.
4. Inventories consist of the following components (dollars in thousands):
November 30, February 28,
1995 1995
------------- -------------
Raw materials, parts and sub-assemblies $104,300 $103,500
Work-in-process 65,900 60,200
Finished goods 203,700 198,200
-------- --------
Inventories $373,900 $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 November 30, 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):
November 30, February 28,
1995 1995
----------- ------------
Land and land improvements $ 41,500 $ 41,500
Buildings 153,400 145,300
Machinery and equipment 513,400 451,600
-------- --------
Total property, plant and equipment 708,300 638,400
Less accumulated depreciation 189,100 150,500
-------- --------
Property, plant and equipment, net $519,200 $487,900
======== ========
<PAGE>9
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
6. Long-term debt consists of the following at November 30, 1995 and
February 28, 1995 (dollars in thousands):
November 30, February 28,
1995 1995
------------ ------------
Senior Debt:
Credit Agreement $ 310,000 $ 300,000
Multi-Currency Agreement 40,000 38,300
Other items 49,600 42,500
---------- ----------
Total 399,600 380,800
Less Current maturities (6,500) (8,600)
Less amounts allocated to
discontinued operations (20,600) (19,500)
---------- ----------
Net senior debt 372,500 352,700
8-3/4% Senior Subordinated Notes 258,000 258,000
---------- ----------
Total long-term debt 630,500 610,700
Total stockholders' equity 706,300 635,500
---------- ----------
Total capitalization $1,336,800 $1,246,200
========== ==========
Long-term debt as a percentage
of total capitalization 47.2% 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 entitles 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. 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 $51,600,000 and $45,600,000 in the nine month periods
ended November 30, 1995 and 1994, respectively. The Company also made
cash income tax payments of approximately $26,200,000 and $15,100,000 in
the nine month periods ended November 30, 1995 and 1994, respectively.
9. On December 5, 1995, the Company acquired the assets of FitzSimons
Manufacturing Company (FMC) for a cash purchase price of $23,700,000.
FMC is a manufacturer of fuel system components for the North American
automotive and truck industries, with annual sales of approximately
$60,000,000.
<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 $135,000,000 for the nine
month period ended November 30, 1995, an increase of approximately $52,400,000
(63%) over the nine month period ended November 30, 1994. As of November 30,
1995, the Company had working capital of approximately $433,000,000 an
increase of approximately $53,300,000 (14%) 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 $352,500,000 and additional availability under its various domestic
and foreign demand lines of credit of approximately $124,800,000 as of
November 30, 1995. Long-term debt at November 30, 1995 increased
approximately $19,800,000 (3%) from the total amount as of February 28, 1995,
primarily as a result of increased borrowings required to support the
temporarily increased working capital requirements referred to above.
Although the Company's long-term debt increased in absolute terms, as a
percentage of total capitalization it decreased slightly to approximately 47%
as of November 30, 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.
On October 30, 1995, the Company announced it is exploring the possibility of
selling its infrastructure business to potential strategic buyers. This
business, also known as the Transportation Products Group (TPG), has annual
revenue of approximately $225 million, and is a part of the Company's Power
and Fluid Transfer business segment. The Company has retained Bear, Stearns &
Co. Inc. to represent it in pursuing the possible sale of TPG. The sale of
TPG would allow Mark IV to become more focused in the worldwide Industrial,
Automotive Aftermarket and Automotive OEM markets of its Power and Fluid
Transfer business. Proceeds from a sale of TPG may be used to pay down debt,
fund future acquisitions in core business areas, or to repurchase the
Company's Common Stock.
<PAGE>12
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 nine month periods ended November
30, 1995 include the results of operations of Purolator. The results of
operations for the three and nine month periods ended November 30, 1994
include the results of operations of Purolator from its November 4, 1994
acquisition date.
Net sales for the three month period ended November 30, 1995 increased
$128,200,000 (32%) over the comparable period last year. The increase was
primarily due to the inclusion of the results of operations of Purolator for
the full period and several smaller acquisitions. Excluding the acquisitions,
sales in the Power and Fluid Transfer segment increased approximately
$47,500,000 (13%) in the three month period ended November 30, 1995, while
sales in the Professional Audio segment remained comparable to the prior
year's quarter. Foreign currency exchange rate movements had a nominal effect
on sales in the quarter ended November 30, 1995 in comparison to the prior
year's quarter.
Net sales for the nine month period ended November 30, 1995 increased
$435,200,000 (39%) over the comparable period last year. The increase was
primarily due to the inclusion of the results of operations of Purolator for
the full period and several smaller acquisitions. Excluding the acquisitions,
sales increased approximately $97,400,000 (9%) in the nine month period ended
November 30, 1995, with $85,000,000 of the increase in the Power and Fluid
Transfer segment and $12,400,000 in the Professional Audio segment. Foreign
currency exchange rate movements had a $12,900,000 positive effect on sales in
the nine months ended November 30, 1995 in comparison to the prior year.
Excluding acquisitions and the positive effect of foreign currency movements,
the internal growth was $84,500,000 (8%) in the nine month period ended
November 30, 1995 compared to the nine month period ended November 30, 1994.
The cost of products sold as a percentage of consolidated net sales increased
to approximately 68% for the three and nine month periods ended November 30,
1995, as compared to approximately 65% for the three and nine month periods
ended November 30, 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 net sales were 16% for the
three and nine month periods ended November 30, 1995 as compared to
approximately 18% for the three and nine month periods ended November 30,
1994. The reduced level of costs as a percentage of sales is primarily a
result of the inclusion of the Purolator operations for the full periods 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.
<PAGE>13
Research and development costs increased by $4,500,000 (51%) and $10,500,000
(43%) for the three and nine month periods ended November 30, 1995 as compared
to the three and nine month periods ended November 30, 1994. The increase was
primarily attributable to the inclusion of the results of operations of
Purolator. As a percentage of 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.
Depreciation and amortization expense increased by $2,100,000 (14%) and
$11,300,000 (30%) for the three and nine month periods ended November 30, 1995
as compared to the three and nine month periods ended November 30, 1994. The
increase is primarily attributable to the inclusion of the results of
operations of Purolator for the full period and several smaller acquisitions,
as well as depreciation resulting from fixed asset additions made in the first
half of fiscal 1996.
Interest expense for the three and nine month periods ended November 30, 1995
increased by $1,600,000 (12%) and $6,500,000 (17%) as compared to the three
and nine month periods ended November 30, 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 nine month periods ended November 30, 1995 increased
to approximately 39% as compared to 38% for the three and nine month periods
ended November 30, 1994. The slightly higher effective tax rate is primarily
the result of relatively increased income in foreign locations with higher
statutory tax rates than in the U.S.
As a result of the replacement of the Company's 1993 Credit Facility with the
1994 Credit Agreement, the Company recognized a $1,100,000 extraordinary loss,
net of related tax benefits, for the three and nine month periods ended
November 30, 1994, related to the write-off of the unamortized balance of
deferred charges associated with the 1993 Credit Facility.
As a result of all of the above, the Company's net income for the three and
nine month periods ended November 30, 1995 increased $7,600,000 (49%) and
$22,500,000 (46%) 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, 4 and 5 are inapplicable and have been omitted.
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:January 12, 1996 /s/ Sal H. Alfiero
---------------- -----------------------
Sal H. Alfiero
Chairman of the Board
DATE:January 12, 1996 /s/ Clement R. Arrison
---------------- ------------------------
Clement R. Arrison
President
DATE:January 12, 1996 /s/ William P. Montague
---------------- -------------------------
William P. Montague
Executive Vice President
and Chief Financial Officer
DATE:January 12, 1996 /s/ John J. Byrne
---------------- -------------------------
John J. Byrne
Vice President-Finance
DATE:January 12, 1996 /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
EXHIBIT 11
MARK IV INDUSTRIES, INC.
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (UNAUDITED)
For the Three and Nine Month Periods Ended November 30, 1995 and 1994
(Amounts in thousands, except per share data)
Three Months Nine Months
Ended November 30, Ended November 30,
------------------ -----------------
1995 1994 1995 1994
---- ---- ---- ----
PRIMARY
Shares outstanding:
Weighted average number of
shares outstanding 60,049 48,259 60,133 45,994
Net effect of dilutive stock
options (1) 404 383 365 358
Total 60,453 48,642 60,498 46,352
====== ====== ====== ======
Income before extraordinary items $23,000 $16,500 $ 71,700 $50,300
======= ======= ======== =======
Income per share before extraordinary
items (2) $ .38 $ .34 $ 1.19 $ 1.08
======= ======= ======== =======
Extraordinary items $ - $(1,100) $ - $ (1,100)
======= ======= ======== ========
Loss per share from extraordinary
items (2) $ - $ (.02) $ - $ (.02)
======= ======= ======= ========
Net income $23,000 $15,400 $71,700 $ 49,200
======= ======= ======= ========
Net income per share (2) $ .38 $ .32 $ 1.19 $ 1.06
======= ======= ======= ========
<PAGE>18
Three Months Nine Months
Ended November 30, Ended November 30,
1995 1994 1995 1994
FULLY-DILUTED
Shares outstanding:
Weighted average number of
shares outstanding 60,049 48,259 60,133 45,994
Shares issuable upon conversion of
the Company's 6-1/4% Convertible
Subordinated Debentures - 4,979 - 7,229
Net effect of dilutive stock
options (1) 404 383 367 358
Total 60,453 53,621 60,500 53,581
Income before extraordinary items $23,000 $16,500 $ 71,700 $50,300
Interest on Convertible Subordinated
Debentures, less tax effect $ - $ 700 $ - $ 2,900
Income applicable to fully-diluted
shares, before extraordinary items $23,000 $17,200 $ 71,700 $53,200
Income per share before extraordinary
items $ .38 $ .32 $ 1.19 $ .99
Extraordinary items $ - $(1,100) $ - $ (1,100)
Loss per share from
extraordinary items $ - $ (.02) $ - $ (.02)
Net income $23,000 $16,100 $71,700 $ 52,100
Net income per share $ .38 $ .30 $ 1.19 $ .97
- ------------------------------------
(1) The net effects for the three and nine month periods ended November 30,
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> 9-MOS
<FISCAL-YEAR-END> FEB-28-1995
<PERIOD-END> NOV-30-1995
<CASH> 900
<SECURITIES> 0
<RECEIVABLES> 424,600
<ALLOWANCES> 18,900
<INVENTORY> 373,900
<CURRENT-ASSETS> 860,000
<PP&E> 708,300
<DEPRECIATION> 189,100
<TOTAL-ASSETS> 1,961,000
<CURRENT-LIABILITIES> 427,000
<BONDS> 630,500
0
0
<COMMON> 600
<OTHER-SE> 705,700
<TOTAL-LIABILITY-AND-EQUITY> 1,961,000
<SALES> 1,553,500
<TOTAL-REVENUES> 1,553,500
<CGS> 1,049,200
<TOTAL-COSTS> 1,390,500
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 45,500
<INCOME-PRETAX> 117,500
<INCOME-TAX> 45,800
<INCOME-CONTINUING> 71,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 71,700
<EPS-PRIMARY> 1.19
<EPS-DILUTED> 1.19
</TABLE>
