-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IXL5/Ffmt/+cUoxl13nB/xjlrHrcQ9ByizBM0aB6ywtYBF4J1EyUvWpClXRu1OSa s0BaDWiZKCGv4GuhYxyD0A== 0000062418-96-000001.txt : 19960116 0000062418-96-000001.hdr.sgml : 19960116 ACCESSION NUMBER: 0000062418-96-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19951130 FILED AS OF DATE: 19960112 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK IV INDUSTRIES INC CENTRAL INDEX KEY: 0000062418 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL [3823] IRS NUMBER: 231733979 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08862 FILM NUMBER: 96503239 BUSINESS ADDRESS: STREET 1: 501 JOHN JAMES AUDUBON PKWY STREET 2: P O BOX 810 CITY: AMHERST STATE: NY ZIP: 14226 BUSINESS PHONE: 7166894972 FORMER COMPANY: FORMER CONFORMED NAME: MARK FOUR HOMES INC DATE OF NAME CHANGE: 19770921 10-Q 1 THIRD QUARTERLY REPORT 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 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 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. 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. 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. 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. 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 ======== ========== 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 ======== ======== 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. 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. 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. 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. 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. 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 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 16 EXHIBIT INDEX Description - ----------- Page No. 11 Statement Regarding Computation of Per Share Earnings 17 27 Financial Data Schedule 19 EX-11 2 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 ======= ======= ======= ======== 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. EX-27 3
5 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. 1,000 9-MOS FEB-28-1995 NOV-30-1995 900 0 424,600 18,900 373,900 860,000 708,300 189,100 1,961,000 427,000 630,500 0 0 600 705,700 1,961,000 1,553,500 1,553,500 1,049,200 1,390,500 0 0 45,500 117,500 45,800 71,700 0 0 0 71,700 1.19 1.19
-----END PRIVACY-ENHANCED MESSAGE-----