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, 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
as of the latest practicable date:
Class Outstanding at December 27, 1996
Common stock $.01 par value 63,153,213
<PAGE>2
MARK IV INDUSTRIES, INC.
INDEX
Part I. Financial Information Page No.
Consolidated Condensed Balance Sheets as of
November 30, 1996 and February 29, 1996 3
Consolidated Statements of Income and Retained Earnings
For the Three Month Periods Ended November 30, 1996 and 1995 4
Consolidated Statements of Income and Retained Earnings
For the Nine Month Periods Ended November 30, 1996 and 1995 5
Consolidated Statements of Cash Flows
For the Nine Month Periods Ended November 30, 1996 and 1995 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Part II. Other Information 16
Signature Page 17
Exhibit Index 18
<PAGE>3
MARK IV INDUSTRIES, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
November 30, February 29,
1996 1996
ASSETS (Unaudited)
Current Assets:
Cash $ 1,100 $ 900
Accounts receivable 423,800 399,600
Inventories 438,700 405,000
Other current assets 83,100 68,300
Total current assets 946,700 873,800
Pension and other non-current assets 210,600 216,500
Property, plant and equipment, net 576,900 553,700
Cost in excess of net assets acquired 396,900 369,100
TOTAL ASSETS $2,131,100 $2,013,100
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current
maturities of debt $ 122,900 $ 95,100
Accounts payable 204,000 191,300
Compensation related liabilities 96,400 71,300
Accrued interest 11,100 12,700
Other current liabilities 109,700 98,500
Total current liabilities 544,100 468,900
Long-Term Debt:
Senior debt 137,400 136,100
Subordinated debentures 506,500 506,400
Total long-term debt 643,900 642,500
Other non-current liabilities 198,200 176,200
Stockholders' Equity:
Preferred stock - -
Common stock 600 600
Additional paid-in capital 618,300 617,600
Retained earnings 129,600 109,700
Foreign currency translation adjustment (3,600) (2,400)
Total stockholders' equity 744,900 725,500
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $2,131,100 $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 November 30, 1996 and 1995
(Amounts in thousands, except per share data)
1996 1995
Net sales $580,900 $525,500
Operating costs:
Cost of products sold 394,200 358,800
Selling and administration 93,000 83,500
Research and development 15,300 13,300
Depreciation and amortization 18,100 16,900
Total operating costs 520,600 472,500
Operating income 60,300 53,000
Restructuring charge (112,500) -
Gain on sale of assets 20,000 -
Interest expense (16,600) (15,300)
Income (loss) before provision for taxes (48,800) 37,700
Provision for (benefit from) income taxes (20,200) 14,700
Net income (loss) (28,600) 23,000
Retained earnings - beginning of the period 160,500 135,900
Cash dividends of $.035 and $.029 per share (2,300) (1,800)
Retained earnings - end of the period $129,600 $157,100
Net income (loss) per share of common stock:
Primary $ (.45) $ .37
Fully-diluted $ (.45) $ .36
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 Nine Month Periods Ended November 30, 1996 and 1995
(Amounts in thousands, except per share data)
1996 1995
Net sales $1,774,900 $1,553,500
Operating costs:
Cost of products sold 1,207,300 1,049,200
Selling and administration 284,400 257,000
Research and development 40,300 35,000
Depreciation and amortization 55,900 49,300
Total operating costs 1,587,900 1,390,500
Operating income 187,000 163,000
Restructuring charge (112,500) -
Gain on sale of assets 20,000 -
Interest expense (52,800) (45,500)
Income before provision for income taxes 41,700 117,500
Provision for income taxes 15,100 45,800
Net income 26,600 71,700
Retained earnings - beginning of the period 109,700 90,800
Cash dividends of $.105 and $.086 per share (6,700) (5,400)
Retained earnings - end of the period $ 129,600 $157,100
Net income per share of common stock:
Primary $ .42 $ 1.14
Fully-diluted $ .42 $ 1.13
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 Nine Month Periods Ended November 30, 1996 and 1995
(Dollars in thousands)
1996 1995
Cash flows from operating activities:
Net income $ 26,600 $ 71,700
Items not affecting cash:
Depreciation and amortization 55,900 49,300
Pension and compensation related items (10,500) (7,800)
Deferred income taxes 19,400 21,800
Restructuring charges, net of tax 67,500 -
Gain on asset sales, net of tax (12,200) -
Changes in assets and liabilities, net
of effects of businesses acquired and disposed:
Accounts receivable (27,000) (13,500)
Inventories (27,200) (14,600)
Other assets (26,400) (21,200)
Accounts payable 6,200 (4,400)
Other liabilities (18,600) (18,300)
Net cash provided from
operating activities 53,700 63,000
Cash flows from investing activities:
Acquisitions and investments (104,200) (26,100)
Divestitures and asset sales 101,600 1,400
Purchase of plant and equipment, net (70,700) (66,000)
Net cash used in investing activities (73,300) (90,700)
Cash flows from financing activities:
Credit agreement borrowings, net 12,700 11,700
Other changes in long-term debt, net (13,600) 5,200
Changes in short-term bank borrowings 27,900 16,400
Common stock transactions (300) (200)
Cash dividends paid (6,700) (5,400)
Net cash provided by
financing activities 20,000 27,700
Effect of exchange rate fluctuations (200) 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. Financial Statements
The unaudited consolidated financial statements include the accounts of
the Company and all of its subsidiaries. All significant intercompany
transactions have been eliminated. The unaudited consolidated financial
statements have been prepared in conformity with generally accepted
accounting principles, which requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
as of the date of such financial statements, and the reported amounts of
revenues and expenses during the reporting periods. It should be
recognized that the actual results could differ from those estimates.
In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments necessary to
present fairly the financial position of the Company at November 30,
1996, and the results of its operations and its cash flows for the
periods ended November 30, 1996 and 1995. Such results are not
necessarily indicative of the results to be expected for the full year.
2. Restructuring
In October 1996, the Company announced its decision to realign and
refocus its operations, including the closure of certain facilities with
an aggregate of one million square feet of manufacturing and
distribution/warehousing space. The realignment will result in the
termination of approximately 1,700 employees, with a net reduction of
approximately 1,000 employee positions. As a part of this realignment,
facilities producing both automotive and industrial products will become
dedicated to one or the other of the Company's business segments. The
restructuring is estimated to be substantially completed within 12 to 18
months of the announcement date. The primary elements of the charge are
as follows (dollars in thousands, except per share amounts):
Employee termination and other
associated costs $ 34,600
Facility closing and lease
run-out costs 30,500
Fixed asset impairments and
asset write-off's 47,400
Pre-tax charge 112,500
Tax benefit 45,000
Net of tax charge $ 67,500
Net of tax charge per
fully diluted share
of common stock $1.06
<PAGE>8
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
The employee termination and other associated costs include amounts to
be paid to approximately 1,700 employees of certain of the Company's
manufacturing and distribution facilities in the U.S. and Europe.
Such costs also include amounts to be paid to employees out of the
Company's master defined-benefit pension plan, as well as the
accelerated recognition of related unamortized costs.
3. Acquisitions and Divestitures
In fiscal 1997, 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 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 fiscal 1996, the Company acquired the net assets of FitzSimons
Manufacturing Company ("FitzSimons") for a cash purchase price of
approximately $24.4 million. FitzSimons is a manufacturer of fuel
system components for the North American automobile and truck
industries, and is included in the Company's automotive business
segment.
During fiscal 1995, the Company acquired substantially all of the stock
of Purolator Products Company ("Purolator") for a total cash purchase
price, including expenses, of approximately $286 million. Purolator is
a manufacturer of a broad range of filtration products used principally
in the automotive aftermarket, and specialized industrial applications.
During the third quarter of fiscal 1997, the Company sold its Vapor
Corporation and Interstate Highway Signs businesses. The results of
operations of these units have been included in the accompanying
consolidated statements of income of the Company up to their respective
disposal dates. The units sold were all part of the Company's
Industrial business segment, and had total fiscal 1996 revenues of
approximately $85.0 million.
In December 1996, the Company signed an agreement to sell its
professional audio business, Mark IV Audio. The agreement has
customary conditions for a transaction of this nature, including
regulatory approvals. The results of operations of Mark IV Audio
have been included in the accompanying consolidated financial
statements.
<PAGE>9
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
4. Accounts Receivable and Inventories
Accounts receivable are presented net of allowances for doubtful
accounts of $17.5 million and $16.7 million at November 30, 1996 and
February 29, 1996, respectively.
Inventories consist of the following components (dollars in thousands):
November 30 February 29
1996 1996
Raw materials $ 98,800 $ 112,900
Work-in-process 72,600 57,500
Finished goods 267,300 234,600
Total $438,700 $ 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 November 30, 1996. The amounts at February 29, 1996 are
based upon the audited balance sheet at that date.
5. Property, Plant and Equipment
Property, plant and equipment are stated at cost and consist of the
following components (dollars in thousands):
November 30, February 29,
1996 1996
Land and land improvements $ 38,900 $ 43,400
Buildings 145,700 155,300
Machinery and equipment 580,300 547,700
Total property, plant and equipment 764,900 746,400
Less accumulated depreciation 188,000 192,700
Property, plant and equipment, net $576,900 $553,700
<PAGE>10
MARK IV INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
6. Long-term debt consists of the following (dollars in thousands):
November 30, February 29,
1996 1996
Senior Debt:
Credit Agreement $ 110,000 $ 97,300
Other borrowing arrangements 35,100 46,700
Total 145,100 144,000
Less Current maturities 7,700 (7,900)
Net senior debt 137,400 136,100
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 643,900 642,500
Total stockholders' equity 744,900 725,500
Total capitalization $1,388,800 $1,368,000
Long-term debt as a percentage
of total capitalization 46.4% 47.0%
7. For purposes of cash flows, the Company considers overnight investments
as cash equivalents. The Company made cash interest payments of
approximately $55.0 million and $51.6 million in the nine month periods
ended November 30, 1996 and 1995, respectively. The Company also made
cash income tax payments of approximately $22.3 million and $26.2
million in the nine month periods ended November 30, 1996 and 1995,
respectively.
<PAGE>11
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 and the
effects of the restructuring charge and asset divestitures) was approximately
$146.7 million for the nine month period ended November 30, 1996, an increase
of $11.7 million (9%) over the nine month period ended November 30, 1995. As
of November 30, 1996, the Company had a working capital investment of $402.6
million, which is comparable to the $404.9 million level which existed at
February 29, 1996. Excluding the effects of the restructuring and the working
capital requirements of acquisitions and divestitures in the current year, the
Company's working capital investment as of November 30, 1996 reflects an
increase of approximately $42.5 million over the amount invested as of
February 29, 1996 on a comparable basis.
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
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 and October 1996, the Company sold its Vapor Corporation and
Interstate Highway Signs businesses and certain other assets for total
proceeds of approximately $102 million. Such proceeds were 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 and/or repurchase the Company's common
stock.
In October 1996, the Company announced its decision to realign and refocus its
operations, including the closure of certain facilities and a net reduction 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 resulted in a charge in the Company's third fiscal quarter of
approximately $67.5 million after taxes, or $1.06 per fully-diluted share. On
a pre-tax basis, the charge is $112.5 million, with approximately $60.7
million consisting of non-cash items. The non-cash charge comes from the
revaluation of long-term assets related to the facilities being realigned and
certain pension-related costs. The $51.8 million cash charge will cover
employee-related transition and other closing costs. The asset divestiture
transactions referred to above resulted in a pre-tax gain of approximately $20
million. Such gain is sufficient to cover approximately 40% of the cash cost
of the restructuring.
<PAGE>12
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In December 1996, the Company announced it has entered into an agreement to
sell its professional audio business, Mark IV Audio, for $151.5 million in
cash, subject to closing adjustments. The agreement has customary conditions
for transactions of this nature, such as regulatory approvals and funding of
financing commitments. The transaction is scheduled to close in the Company's
fourth quarter.
The Company has borrowing availability under its primary credit agreements of
$390.0 million and additional availability under its various domestic and
foreign demand lines of credit of approximately $210.0 million as of November
30, 1996. Long-term debt at November 30, 1996 was $643.9 million, which is
comparable to the $642.5 million that was outstanding as of February 29, 1996.
The nominal change reflects the fact that the proceeds from the asset
divestitures referred to above offset the cost of the Imperial Eastman and
other acquisitions in the current period. Debt reduction in the balance of
the fiscal year will be pursued through the use of cash generated from
operations, as well as the anticipated cash to be generated from the Company's
current divestiture program.
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 nine month periods ended November 30, 1996
increased by $55.4 million (11%) and $221.4 million (14%) 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. On a pro forma basis, assuming the acquisitions and
recent divestitures had occurred at the beginning of the prior year, sales for
the three and nine month periods ended November 30, 1996 increased 5% and 6%,
respectively, over the comparable periods last year.
<PAGE>13
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In the Company's Automotive segment, net sales increased $36 million (14%) and
$105.2 million (14%) for the three and nine month periods ended November 30,
1996 over the comparable periods last year. On a pro forma basis, including
FitzSimons in the prior year, the Automotive segment's net sales for the three
and nine month periods ended November 30, 1996 increased approximately 7% over
the comparable periods last year. The internal growth in the Automotive
segment was primarily generated by the segment's Automotive OEM sector, with
the foreign OEM growth substantially outpacing domestic growth, primarily due
to more revenue per vehicle built. In the Aftermarket sector, internal sales
growth was up approximately 3% for the three and nine month periods ended
November 30, 1996 in comparison to the prior year, with the increase in the
maintenance (filters) side slightly exceeding the increase in the traditional
(belts and hose) side of the sector.
In the Company's Industrial segment, net sales increased $19.4 million (7%)
and $116.2 million (14%) for the three and nine month periods ended November
30, 1996 over the comparable periods last year. On a pro forma basis,
assuming the Imperial Eastman acquisition and the asset divestitures had
occurred at the beginning of the prior year, sales for the three and nine
month periods ended November 30, 1996 increased approximately 5% over the
comparable periods last year. This internal growth was lead by growth in the
segment's general industrial and transportation sectors.
The cost of products sold as a percentage of consolidated net sales has
remained relatively consistent at approximately 68% throughout the current and
prior year periods. Selling and administration costs as a percentage of
consolidated net sales were 16% for the three and nine month periods ended
November 30, 1996, as well as for the three month period ended November 30,
1995. This reduced level of costs in comparison to the 16.5% relationship for
the nine month period in the prior year reflects operating efficiencies
achieved from the integration of the Purolator businesses and the
reorganization of the Company's business segments during fiscal 1996. 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 $2.0 million (15%) and $5.3
million (15%) for the three and nine month periods ended November 30, 1996 as
compared to the three and nine month periods ended November 30, 1995. As a
percentage of consolidated net sales, these expenses remained relatively
consistent in the range of 2.0% - 2.5% in each period, which reflects the
Company's continuing emphasis on new product development.
<PAGE>14
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Depreciation and amortization expense increased by $1.2 million (7%) and $6.6
million (13%) for the three and nine month periods ended November 30, 1996 as
compared to the three and nine month periods ended November 30, 1995. The
increases are primarily attributable to the Company's increased level of
capital equipment expenditures, as well as the effects of the Imperial Eastman
and FitzSimons acquisitions.
Interest expense for the nine month period ended November 30, 1996 increased
by $7.3 million (16%) as compared to the nine month period ended November 30,
1995. The increase is primarily due to borrowings incurred to finance the
acquisitions of FitzSimons and Imperial Eastman, and to support temporarily
higher working capital levels. The Company experienced increases in the rates
on it's domestic debt, primarily related to the private placement of $250
million 7-3/4% Senior Subordinated Notes at the beginning of fiscal 1997.
Such higher costs were offset slightly by lower rates on the Company's Credit
Agreement, as a result of its being amended at the beginning of fiscal 1997.
The Company also experienced a slight reduction in the rates on its foreign
debt during the period. Interest expense for the three month period ended
November 30, 1996 was reduced approximately $1.8 million (10%) from the level
incurred in the three month period ended August 31, 1996. The improvement
reflects the benefits of the proceeds from the asset divestitures, which were
used to reduce borrowings outstanding under the Company's Credit Agreement.
The effective tax rate for the three and nine month periods ended November 30,
1996 reflects a benefit of 41.2% and expense of 36.2%, respectively, compared
to an expense of approximately 39% in the prior year periods. The reason for
the current period rates differing from the prior year is primarily due to the
restructuring charge which provided a slightly higher tax benefit than the 39%
blended rate on earnings before the restructuring charge. Excluding the
effects of the restructuring charge, 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, 1996 and 1995 remained relatively consistent 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.
<PAGE>15
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Based upon all of the above, the Company's net income was made up of the
following elements (dollars in thousands, except per share amounts):
Three Months Nine Months
Ended Ended
November 30, 1996 November 30, 1996
Net income elements:
Income before special items $ 26,700 $81,900
Restructuring charge (67,500) (67,500)
Gain on sale of assets 12,200 12,200
Net income (loss) $(28,600) $26,600
Fully diluted income per share:
Income before special items $ .42 $ 1.29
Restructuring charge (1.06) (1.06)
Gain on sale of assets .19 .19
Net income (loss) $ (.45) $ .42
The income before special items for the three and nine month periods ended
November 30, 1996 reflects an increase of $3.7 million (16%) and $10.2 million
(14%) over the comparable net income amounts for the prior year. On a fully
diluted per share basis, such amounts for the three and nine month periods
ended November 30, 1996 represent an increase of 17% and 14% over the
comparable net income amounts for the prior year periods.
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>16
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>17
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 2, 1997 /s/ Sal H. Alfiero
Sal H. Alfiero
Chairman of the Board
DATE: January 2, 1997 /s/ William P. Montague
William P. Montague
President
DATE: January 2, 1997 /s/ John J. Byrne
John J. Byrne
Vice President - Finance
and Chief Financial Officer
DATE: January 2, 1997 /s/ Richard L. Grenolds
Richard L. Grenolds
Vice President and
Chief Accounting Officer
DATE: January 2, 1997 /s/ Clement R. Arrison
Clement R. Arrison
Director
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, 1996 and 1995
(Amounts in thousands, except per share data)
Three Months Nine Months
Ended November 30, Ended November 30,
------------------ ------------------
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 (loss) $(28,600) $23,000 $ 26,600 $71,700
Net income (loss) per share (2) $ (.45) $ .36 $ .42 $ 1.13
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 (loss) $(28,600) $23,000 $ 26,600 $71,700
Net income (loss) per share $ (.45) $ .36 $ .42 $ 1.13
- ------------------------------------
(1) The net effects for the three and nine month periods ended November 30,
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> 9-MOS
<FISCAL-YEAR-END> FEB-29-1996
<PERIOD-END> NOV-30-1996
<CASH> 1,100
<SECURITIES> 0
<RECEIVABLES> 441,300
<ALLOWANCES> 17,500
<INVENTORY> 438,700
<CURRENT-ASSETS> 946,700
<PP&E> 764,900
<DEPRECIATION> 188,000
<TOTAL-ASSETS> 2,131,100
<CURRENT-LIABILITIES> 544,100
<BONDS> 643,900
0
0
<COMMON> 600
<OTHER-SE> 744,300
<TOTAL-LIABILITY-AND-EQUITY> 2,131,100
<SALES> 1,774,900
<TOTAL-REVENUES> 1,774,900
<CGS> 1,207,300
<TOTAL-COSTS> 1,587,900
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 52,800
<INCOME-PRETAX> 41,700
<INCOME-TAX> 15,100
<INCOME-CONTINUING> 26,600
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,600
<EPS-PRIMARY> .42
<EPS-DILUTED> .42
</TABLE>
