-----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, VgwDSutq3KtL5+vpGUr+5/Jq2xSyNUmmOMZqoPGVSwql6TctwZXSv9SDzENf0Iti RenZ+QUfsD9ddhTvL4/A3Q== 0000062418-95-000006.txt : 19951016 0000062418-95-000006.hdr.sgml : 19951016 ACCESSION NUMBER: 0000062418-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950831 FILED AS OF DATE: 19951013 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: 95580456 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 SECOND 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 August 31, 1995. OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From _______ to ________. Commission File Number 1-8862 MARK IV INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) - --------------------------------------------------------------------------- Delaware 23-1733979 - ------------------------------ ----------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810 - -------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (716) 689-4972 - -------------------------------------------------------------------------- (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- Number of shares outstanding of each class of the Registrant's common stock, as of the latest practicable date: Class Outstanding at October 9, 1995 - --------------------------- ------------------------------ Common stock $.01 par value 59,975,232 2 MARK IV INDUSTRIES, INC. INDEX Part I. Financial Information Page No. - ----------------------------------- -------- Consolidated Condensed Balance Sheets as of August 31, 1995 and February 28, 1995 3 Consolidated Statements of Income and Retained Earnings For the Three Month Periods Ended August 31, 1995 and 1994 4 Consolidated Statements of Income and Retained Earnings For the Six Month Periods Ended August 31, 1995 and 1994 5 Consolidated Statements of Cash Flows For the Six Month Periods Ended August 31, 1995 and 1994 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 11 Part II. Other Information 14 Signature Page 15 Exhibit Index 16 3 MARK IV INDUSTRIES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands) August 31, February 28, 1995 1995 ASSETS (Unaudited) ----------- ----------- Current Assets: Cash $ 900 $ 800 Accounts receivable 392,700 383,700 Inventories 369,300 361,900 Other current assets 66,900 58,600 ---------- ---------- Total current assets 829,800 805,000 Pension related and other non-current assets 225,200 197,100 Property, plant and equipment, net 507,100 487,900 Cost in excess of net assets acquired 354,200 356,400 TOTAL ASSETS $1,916,300 $1,846,400 ========== ========== LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Notes payable and current maturities of debt $ 68,500 $ 67,300 Accounts payable 170,600 174,000 Compensation related liabilities 63,700 70,400 Accrued interest 12,700 13,800 Other current liabilities 90,000 99,800 ---------- ---------- Total current liabilities 405,500 425,300 ---------- ---------- Long-Term Debt: Senior debt 380,300 352,700 Subordinated debentures 258,000 258,000 ---------- ---------- Total long-term debt 638,300 610,700 ---------- ---------- Other non-current liabilities 189,100 174,900 ---------- ---------- Stockholders' Equity: Common stock 600 600 Additional paid-in capital 550,700 550,200 Retained earnings 135,900 90,800 Foreign currency translation adjustment (3,800) (6,100) ---------- ---------- Total stockholders' equity 683,400 635,500 ---------- ---------- TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $1,916,300 $1,846,400 ========== ========== The accompanying notes are an integral part of these financial statements. 4 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) For the Three Month Periods Ended August 31, 1995 and 1994 (Amounts in thousands, except per share data) 1995 1994 ---- ---- Net sales $509,500 $357,200 -------- -------- Operating costs: Cost of products sold 344,600 232,500 Selling and administration 83,100 65,500 Research and development 10,900 8,000 Depreciation and amortization 16,200 11,800 -------- -------- Total operating costs 454,800 317,800 -------- -------- Operating income 54,700 39,400 Interest expense 15,200 12,400 -------- -------- Income before provision for taxes 39,500 27,000 Provision for income taxes 15,400 10,300 -------- -------- Net income 24,100 16,700 Retained earnings - beginning of the period 113,600 104,500 Cash dividends of $.03 and $.026 per share (1,800) (1,200) -------- -------- Retained earnings - end of the period $135,900 $120,000 ======== ======== Net income per share of common stock: Primary $ .40 $ .37 ======== ======== Fully-diluted $ .40 $ .33 ======== ======== Weighted average number of shares outstanding: Primary 60,100 44,900 ======== ======== Fully-diluted 60,500 53,600 ======== ======== The accompanying notes are an integral part of these financial statements. 5 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) For the Six Month Periods Ended August 31, 1995 and 1994 (Amounts in thousands, except per share data) 1995 1994 ---- ---- Net sales $1,028,000 $721,000 ---------- -------- Operating costs: Cost of products sold 690,400 468,600 Selling and administration 173,500 133,300 Research and development 21,700 15,600 Depreciation and amortization 32,400 23,200 ---------- -------- Total operating costs 918,000 640,700 ---------- -------- Operating income 110,000 80,300 Interest expense 30,200 25,300 ---------- -------- Income before provision for income taxes 79,800 55,000 Provision for income taxes 31,100 21,200 ---------- -------- Net income 48,700 33,800 Retained earnings - beginning of the period 90,800 88,600 Cash dividends of $.06 and $.052 per share (3,600) (2,400) ---------- -------- Retained earnings - end of the period $ 135,900 $120,000 ========== ======== Net income per share of common stock: Primary $ .81 $ .75 ========== ======== Fully-diluted $ .81 $ .67 ========== ======== Weighted average number of shares outstanding: Primary 60,100 44,900 ========== ======== Fully-diluted 60,500 53,600 ========== ======== The accompanying notes are an integral part of these financial statements. 6 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Month Periods Ended August 31, 1995 and 1994 (Dollars in thousands) 1995 1994 ---- ---- Cash flows from operating activities: Net income $ 48,700 $ 33,800 Items not affecting cash: Depreciation and amortization 32,400 23,200 Pension and compensation related items (5,300) (6,500) Deferred income taxes 14,200 1,500 Net cash provided by earnings 90,000 52,000 Changes in assets and liabilities, net of effects of businesses acquired and discontinued: Accounts receivable (500) (20,600) Inventories (10,000) 2,000 Other Assets (8,600) (5,600) Accounts payable (6,800) 11,800 Other liabilities (22,500) 6,100 Net cash used in operating activities 41,600 45,700 Cash flows from investing activities: Acquisitions and investments (25,100) (12,700) Divestitures and asset sales 1,400 - Purchase of plant and equipment, net (39,900) (16,300) Net cash used in investing activities (63,600) (29,000) Cash flows from financing activities: Credit agreement borrowings, net 26,100 (15,300) Other changes in long-term debt, net (1,200) 1,000 Changes in short-term bank borrowings 1,100 - Common stock transactions (200) 300 Cash dividends paid (3,600) (2,400) Net cash provided by financing activities 22,200 (16,400) Effect of exchange rate fluctuations (100) (100) Net increase in cash 100 200 Cash and cash equivalents: Beginning of the year 800 500 -------- -------- End of the period $ 900 $ 700 ======== ======== The accompanying notes are an integral part of these financial statements. 7 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of the Company's management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company at August 31, 1995, and the results of its operations and its cash flows for the three and six month periods ended August 31, 1995 and 1994. Such results are not necessarily indicative of the results to be expected for the full year. 2. On November 4, 1994, the Company acquired substantially all of the stock of Purolator Products Company (Purolator) for a cash purchase price of $25.00 per share, or a total cost, including expenses, of approximately $286.3 million. Purolator is a manufacturer of a broad range of filters and separation systems used in automotive (principally aftermarket), marine, heating, ventilating, air conditioning, and high-technology liquid-filtration applications, and specialized industrial filters and separation systems. Purolator is a significant addition to the Company's Power and Fluid Transfer business segment. The acquisition has been accounted for under the purchase method, and the financial position of Purolator is included in the consolidated results of operations for the three and six month periods ended August 31, 1995, and in the consolidated balance sheets of the Company as of August 31, 1995 and February 28, 1995 based upon a preliminary determination and allocation of the purchase price. Such amounts will be finalized upon additional analysis and asset valuation determinations to be made by the Company and various outside appraisal firms during the latter half of fiscal 1996. The final changes are not expected to have a significant impact on the Company's results of operations as reported herein. The following table presents the pro forma consolidated condensed results of operations for the Company's three and six month periods ended August 31, 1994 as if the following transactions had occurred at the beginning of the periods: (i) the consummation of the acquisition of Purolator in November 1994 and the borrowings under the 1994 Credit Agreement in connection therewith; and (ii) the consummation of the Equity Offering in December 1994 and the application of the estimated net proceeds therefrom. The pro forma amounts do not purport to be indicative of the results that actually would have been obtained had the transactions identified above actually taken place at the beginning of the periods, nor are they intended to be a projection of future results (dollars in thousands, except per share amounts): Three Months Ended Six Months Ended August 31, 1994 August 31, 1994 ----------------- --------------- Net sales $472,400 $951,300 ======== ======== Income before interest and taxes $ 49,900 $ 99,200 ======== ======== Net income $ 20,400 $ 40,500 ======== ======== Net income per share: Primary $ .40 $ .79 ======== ======== Fully-diluted $ .36 $ .71 ======== ======== 8 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 3. Accounts receivable are presented net of allowances for doubtful accounts of $18,200,000 and $18,600,000 at August 31, 1995 and February 28, 1995, respectively. 4. Inventories consist of the following components (dollars in thousands): August 31, February 28, 1995 1995 ---------- ----------- Raw materials, parts and sub-assemblies $103,300 $103,500 Work-in-process 66,800 60,200 Finished goods 199,200 198,200 -------- -------- Inventories $369,300 $361,900 ======== ======== Since physical inventories taken during the year do not necessarily coincide with the end of a quarter, management has estimated the composition of inventories with respect to raw materials, work-in- process and finished goods. It is management's opinion that this estimate represents a reasonable approximation of the inventory breakdown as of August 31, 1995. The amounts at February 28, 1995 are based upon the audited balance sheet at that date. 5. Property, plant and equipment is stated at cost and consists of the following components (dollars in thousands): August 31, February 28, 1995 1995 ---------- ----------- Land and land improvements $ 41,500 $ 41,500 Buildings 151,400 145,300 Machinery and equipment 487,100 451,600 -------- -------- Total property, plant and equipment 680,000 638,400 Less accumulated depreciation 172,900 150,500 -------- -------- Property, plant and equipment, net $507,100 $487,900 ======== ======== 9 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 6. Long-term debt consists of the following at August 31, 1995 and February 28, 1995 (dollars in thousands): August 31, February 28, 1995 1995 ---------- ----------- Senior Debt: Credit Agreement $ 325,000 $ 300,000 Multi-Currency Agreement 39,400 38,300 Other items 43,300 42,500 ---------- ---------- Total 407,700 380,800 Less Current maturities (6,700) (8,600) Less amounts allocated to discontinued operations (20,700) (19,500) ---------- ---------- Net senior debt 380,300 352,700 8-3/4% Senior Subordinated Notes 258,000 258,000 ---------- ---------- Total long-term debt 638,300 610,700 Total stockholders equity 683,400 635,500 ---------- ---------- Total capitalization $1,321,700 $1,246,200 ========== ========== Long-term debt as a percentage of total capitalization 48.3% 49.0% ========== ========== 7. In May 1995, the Company's Board of Directors adopted a Shareholders' Rights Plan under which Preferred Stock Purchase Rights were distributed as a dividend at a rate of one Right for each share of Common Stock held as of the close of business on June 2, 1995. The Rights will expire at the close of business on June 2, 2005. Each Right will entitle the holder to buy one one-hundredth of a newly- issued share of Mark IV Industries, Inc. Series A Junior Participating Preferred Stock at an exercise price of $80.00 The Rights will detach from the Common Stock and will initially become exercisable for such shares of Preferred Stock if a person or group acquires beneficial ownership of, or commences a tender or exchange offer which would result in such person or group beneficially owning, 20 percent or more of the Company's Common Stock, except through a tender or exchange offer for all shares which the Board determines to be fair and otherwise in the best interest of the Company and its stockholders. If either the acquiring person beneficially owns 20% or more of the Company's Common Stock or the Company is a party to a business combination which is not approved by the Company's Board of Directors, each Right (other than those held by the acquiring person) will entitle the holder to receive, upon exercise, shares of Common Stock of the Company or of the surviving company with a value equal to two times the exercise price of the Right. 10 8. For purposes of cash flows, the Company considers overnight investments as cash equivalents. The Company made cash interest payments of approximately $31,800,000 and $24,800,000 in the six month periods ended August 31, 1995 and 1994, respectively. The Company also made cash income tax payments of approximately $19,900,000 and $10,700,000 in the six month periods ended August 31, 1995 and 1994, respectively. 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources - ------------------------------- Net cash provided by earnings was approximately $90,000,000 for the six month period ended August 31, 1995, an increase of approximately $38,000,000 (73%) over the six month period ended August 31, 1994. As of August 31, 1995, the Company had working capital of approximately $424,300,000 an increase of approximately $44,600,000 (12%) from February 28, 1995. The increase in working capital is substantially attributable to the Power and Fluid Transfer segment to support higher business levels and temporary seasonal inventory and accounts receivable increases. The Company has borrowing availability under its primary credit agreements in excess of $355,000,000 and additional availability under its various domestic and foreign demand lines of credit of approximately $99,000,000 as of August 31, 1995. Long-term debt at August 31, 1995 increased approximately $27,600,000 (5%) from the total amount as of February 28, 1995, primarily as a result of increased borrowings to support the temporarily increased working capital requirements. Although the Company's long-term debt increased in absolute terms, as a percentage of total capitalization it decreased slightly to approximately 48% as of August 31, 1995, from 49% at February 28, 1995. Debt reduction in the balance of the fiscal year will be pursued through the use of cash generated from operations and reduced working capital requirements. Management believes that cash generated from operations should be sufficient to support the Company's working capital requirements and anticipated capital expenditures for the foreseeable future. Results of Operations - --------------------- The Company classifies its operations in two business segments: Power and Fluid Transfer and Professional Audio. The Company's current business strategy is focused upon the enhancement of its business segments through internal growth, cost control and quality improvement programs and selective, strategic acquisitions, with an emphasis on expanding the Company's international presence. The results of operations for the three and six month periods ended August 31, 1995 include the results of operations of Purolator, which was acquired in November 1994. 12 Net sales for the three month period ended August 31, 1995 increased $152,300,000 (43%) over the comparable period last year. The increase was primarily due to the inclusion of the results of operations of Purolator and several smaller acquisitions. Excluding the acquisitions, sales increased approximately $25,900,000 (7%) in the three month period ended August 31, 1995, with $21,500,000 of the increase in the Power and Fluid Transfer segment and $4,400,000 in the Professional Audio segment. Foreign currency exchange rate movements had a $3,200,000 positive effect on sales in the quarter ended August 31, 1995 in comparison to the prior year's quarter. Excluding acquisitions and the positive effect of foreign currency movements, the internal growth was $22,700,000 (6%) in the quarter period ended August 31, 1995 compared to the quarter ended August 31, 1994. Net sales for the six month period ended August 31, 1995 increased $307,000,000 (43%) over the comparable period last year. The increase was primarily due to the inclusion of the results of operations of Purolator and several smaller acquisitions. Excluding the acquisitions, sales increased approximately $50,900,000 (7%) in the six month period ended August 31, 1995, with $37,600,000 of the increase in the Power and Fluid Transfer segment and $13,300,000 in the Professional Audio segment. Foreign currency exchange rate movements had a $10,900,000 positive effect on sales in the quarter ended August 31, 1995 in comparison to the prior year. Excluding acquisitions and the positive effect of foreign currency movements, the internal growth was $40,000,000 (6%) in the six month period ended August 31, 1995 compared to the six month period ended August 31, 1994. The cost of products sold as a percentage of consolidated net sales increased to approximately 67% for the three and six month periods ended August 31, 1995, as compared to approximately 65% for the three and six month periods ended August 31, 1994. The increase in the percentage of costs is primarily the result of the Purolator acquisition, due to its historically lower gross margins. Selling and Administration costs as a percentage of consolidated net sales were 16.3% and 16.9% for the three and six month periods ended August 31, 1995 as compared to approximately 18.4% for the three and six month periods ended August 31, 1994. The reduced level of costs as a percentage of sales is primarily a result of the inclusion of the Purolator operations which tend to have a lower level of such costs after the elimination of duplicate corporate and other costs. The reduction in the level of costs also indicates the company's continued emphasis on cost control has been successful in substantially offsetting the impact of inflation on such costs. Research and development costs increased by $2,900,000 (36%) and $6,100,000 (39%) for the three and six month periods ended August 31, 1995 as compared to the three and six month periods ended August 31, 1994. The increase was primarily attributable to the inclusion of the results of operations of Purolator and several smaller acquisitions. As a percentage of consolidated net sales, these expenses remained consistent at approximately 2% in each period. This consistent level of investment reflects the Company's continuing emphasis on new product development. 13 Depreciation and amortization expense increased by $4,400,000 (37%) and $9,200,000 (40%) for the three and six month periods ended August 31, 1995 as compared to the three and six month periods ended August 31, 1994. The increase is primarily attributable to the inclusion of the results of operations of Purolator and several smaller acquisitions, as well as depreciation resulting from fixed asset additions made in the second half of fiscal 1995. Interest expense for the three and six month periods ended August 31, 1995 increased by $2,800,000 (23%) and $4,900,000 (19%) as compared to the three and six month periods ended August 31, 1994. The increase is primarily due to an increase in the weighted average debt outstanding resulting from borrowings incurred to finance the acquisition of Purolator, net of the effects of the conversion of the Company's 6-1/4% Convertible Subordinated Debentures and the equity offering which occurred in the second half of fiscal 1995. Increases in economic rates on the Company's domestic and foreign debt also contributed to increased interest expense in the current periods. The Company's provision for income taxes as a percentage of pre-tax accounting income for the three and six month periods ended August 31, 1995 and 1994 remained relatively constant at approximately 39%. The benefits of increased domestic income resulting from the acquisition of Purolator were substantially offset by increased income in foreign locations with higher statutory tax rates than in the U.S. As a result of all of the above, the Company's net income for the three and six month periods ended August 31, 1995 increased $7,400,000 (44%) and $14,900,000 (44%) over the comparable periods last year. Impact of Inflation - ------------------- Generally, the Company has been able to pass on inflation-related cost increases; consequently, inflation has had no material impact on income from operations. 14 Part II. OTHER INFORMATION - --------------------------- Items 1, 2, 3 and 5 are inapplicable and have been omitted. Item 4 - Results of Votes of Security Holders - --------------------------------------------- On July 20, 1995 the Annual Meeting of Stockholders of the Company was held. At this meeting, the stockholders voted on the following matters: (1) Gerald S. Lippes and Herbert Roth, Jr. were elected to serve as Class II Directors until the 1998 Annual Meeting. Mr. Lippes was elected with 52,431,340 shares voting for his election; and 1,829,068 shares withholding authority. Mr. Roth was elected with 52,448,538 shares voting for his election; and 1,811,870 shares withholding authority. The following is a list of directors whose term of office continued after the meeting: Sal H. Alfiero Clement R. Arrison Gerald S. Lippes Joseph G. Donohoo Herbert Roth, Jr. (2) To consider and take action upon the proposed Amendment and Restatement of the Mark IV Industries, Inc. Executive Bonus plan effective March 1, 1995. The plan was passed with 51,253,483 shares voting for the proposal; 2,678,658 shares voting against the proposal and 328,267 shares abstaining. Item 6(a) - Exhibits - -------------------- Exhibit No. 11 Statement Regarding Computation of Per Share Earnings 27 Financial Data Schedule Item 6(b) Reports on Form 8-K - ----------------------------- None 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARK IV INDUSTRIES, INC. Registrant DATE:October 13, 1995 /s/ Sal H. Alfiero ---------------- --------------------- Sal H. Alfiero Chairman of the Board DATE:October 13, 1995 /s/ Clement R. Arrison ---------------- ----------------------- Clement R. Arrison President DATE:October 13, 1995 /s/ William P. Montague ---------------- ------------------------ William P. Montague Executive Vice President and Chief Financial Officer DATE:October 13, 1995 /s/ John J. Byrne ---------------- ------------------------ John J. Byrne Vice President-Finance DATE:October 13, 1995 /s/ Richard L. Grenolds ---------------- ------------------------ Richard L. Grenolds Vice President and Chief Accounting Officer 16 EXHIBIT INDEX Description - ----------- Page No. ------- 11 Statement Regarding Computation of Per Share Earnings 17 27 Financial Data Schedule 19 EX-11 2 17 EXHIBIT 11 MARK IV INDUSTRIES, INC. STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (UNAUDITED) For the Three and Six Month Periods Ended August 31, 1995 and 1994 (Amounts in thousands, except per share data) Three Months Six Months Ended August 31, Ended August 31, 1995 1994 1995 1994 ----- ----- ----- ----- PRIMARY Shares outstanding: Weighted average number of shares outstanding 60,073 44,888 60,089 44,875 Net effect of dilutive stock options (1) 427 363 367 363 ------- ------ ------ ------ Total 60,500 45,251 60,456 45,238 ======= ====== ====== ====== Net income (loss) $24,100 $16,700 $48,700 $ 33,800 ======= ======= ======= ======== Net income (loss) per share (2) $ .40 $ .37 $ .81 $ .75 ======= ======= ======= ======== FULLY-DILUTED Shares outstanding: Weighted average number of shares outstanding 60,073 44,888 60,089 44,875 Shares issuable upon conversion of the Company's 6-1/4% Convertible Subordinated Debentures - 8,341 - 8,341 Net effect of dilutive stock options (1) 444 363 444 363 ------- ------- ------- ------ Total 60,517 53,592 60,533 53,579 ======= ======= ======== ======= Net income $24,100 $16,700 $ 48,700 $33,800 Interest on Convertible Subordinated Debentures, less tax effect $ - $ 1,100 $ - $ 2,200 ------- ------- -------- ------- Net income applicable to fully-diluted shares $24,100 $17,800 $ 48,700 $36,000 ======= ======= ======== ======= Net income (loss) per share $ .40 $ .33 $ .81 $ .67 ======= ======= ======== ======= 18 - ------------------------------------ (1) The net effects for the three and six month periods ended August 31, 1995 and 1994 are based upon the treasury stock method using the average market price during the periods for the primary amounts, and the higher of the average market price or the market price at the end of the period for the fully-diluted amounts. (2) Primary earnings per share have been reported in the Company's financial statements based only upon the shares of common stock outstanding, since the dilutive effect of the stock options is not considered to be material. 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 6-MOS FEB-28-1996 AUG-31-1995 900 0 410,900 18,200 369,300 829,800 680,000 172,900 1,916,300 405,500 638,300 600 0 0 682,800 1,916,300 1,028,000 1,028,000 690,400 918,000 0 0 30,200 79,800 31,100 48,700 0 0 0 48,700 .81 .81
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