-----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, Rnq5dUHzi7DjNsjmTm4BDGpuI+/CaVk/M52IAxncJklglI02b8yBfe050Q5FSY4I dmjVwZI8F+vsr0oC9O3Bbg== 0000062418-96-000009.txt : 19961007 0000062418-96-000009.hdr.sgml : 19961007 ACCESSION NUMBER: 0000062418-96-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960831 FILED AS OF DATE: 19961004 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARK IV INDUSTRIES INC CENTRAL INDEX KEY: 0000062418 STANDARD INDUSTRIAL CLASSIFICATION: GASKETS, PACKAGING AND SEALING DEVICES & RUBBER & PLASTIC HOSE [3050] 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: 96639636 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 QUARTER 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, 1996. OR [ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period From _______ to ________. Commission File Number 1-8862 MARK IV INDUSTRIES, INC. (Exact name of Registrant as specified in its charter) Delaware 23-1733979 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 501 John James Audubon Parkway, P.O. Box 810, Amherst, New York 14226-0810 (Address of principal executive offices) (Zip Code) (716) 689-4972 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Number of shares outstanding of each class of the Registrant's common stock, as of the latest practicable date: Class Outstanding at October 2, 1996 Common stock $.01 par value 63,139,230 2 MARK IV INDUSTRIES, INC. INDEX Part I. Financial Information Page No. Consolidated Condensed Balance Sheets as of August 31, 1996 and February 29, 1996 3 Consolidated Statements of Income and Retained Earnings For the Three Month Periods Ended August 31, 1996 and 1995 4 Consolidated Statements of Income and Retained Earnings For the Six Month Periods Ended August 31, 1996 and 1995 5 Consolidated Statements of Cash Flows For the Six Month Periods Ended August 31, 1996 and 1995 6 Notes to Consolidated Financial Statements 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Part II. Other Information 14 Signature Page 15 Exhibit Index 16 3 MARK IV INDUSTRIES, INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands) August 31, February 29, 1996 1996 ASSETS (Unaudited) Current Assets: Cash $ 1,100 $ 900 Accounts receivable 450,200 399,600 Inventories 412,200 405,000 Other current assets 85,900 68,300 Total current assets 949,400 873,800 Pension and other non-current assets 235,700 216,500 Property, plant and equipment, net 609,000 553,700 Cost in excess of net assets acquired 411,700 369,100 TOTAL ASSETS $2,205,800 $2,013,100 LIABILITIES & STOCKHOLDERS' EQUITY Current Liabilities: Notes payable and current maturities of debt $ 125,200 $ 95,100 Accounts payable 180,200 191,300 Compensation related liabilities 62,500 71,300 Accrued interest 23,600 12,700 Other current liabilities 102,700 98,500 Total current liabilities 494,200 468,900 Long-Term Debt: Senior debt 210,600 136,100 Subordinated debentures 506,500 506,400 Total long-term debt 717,100 642,500 Other non-current liabilities 217,400 176,200 Stockholders' Equity: Preferred stock - - Common stock 600 600 Additional paid-in capital 618,500 617,600 Retained earnings 160,500 109,700 Foreign currency translation adjustment (2,500) (2,400) Total stockholders' equity 777,100 725,500 TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $2,205,800 $2,013,100 The accompanying notes are an integral part of these financial statements. 4 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) For the Three Month Periods Ended August 31, 1996 and 1995 (Amounts in thousands, except per share data) 1996 1995 Net sales $577,100 $509,500 Operating costs: Cost of products sold 392,700 344,600 Selling and administration 91,400 83,100 Research and development 11,900 10,900 Depreciation and amortization 19,000 16,200 Total operating costs 515,000 454,800 Operating income 62,100 54,700 Interest expense 18,400 15,200 Income before provision for taxes 43,700 39,500 Provision for income taxes 17,000 15,400 Net income 26,700 24,100 Retained earnings - beginning of the period 136,000 113,600 Cash dividends of $.035 and $.029 per share (2,200) (1,800) Retained earnings - end of the period $160,500 $135,900 Net income per share of common stock: Primary $ .42 $ .38 Fully-diluted $ .42 $ .38 Weighted average number of shares outstanding: Primary 63,100 63,000 Fully-diluted 63,500 63,400 The accompanying notes are an integral part of these financial statements. 5 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS (UNAUDITED) For the Six Month Periods Ended August 31, 1996 and 1995 (Amounts in thousands, except per share data) 1996 1995 Net sales $1,194,000 $1,028,000 Operating costs: Cost of products sold 813,100 690,400 Selling and administration 191,400 173,500 Research and development 25,000 21,700 Depreciation and amortization 37,800 32,400 Total operating costs 1,067,300 918,000 Operating income 126,700 110,000 Interest expense 36,200 30,200 Income before provision for income taxes 90,500 79,800 Provision for income taxes 35,300 31,100 Net income 55,200 48,700 Retained earnings - beginning of the period 109,700 90,800 Cash dividends of $.07 and $.057 per share (4,400) (3,600) Retained earnings - end of the period $ 160,500 $135,900 Net income per share of common stock: Primary $ .87 $ .77 Fully-diluted $ .87 $ .77 Weighted average number of shares outstanding: Primary 63,100 63,000 Fully-diluted 63,500 63,400 The accompanying notes are an integral part of these financial statements. 6 MARK IV INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) For the Six Month Periods Ended August 31, 1996 and 1995 (Dollars in thousands) 1996 1995 Cash flows from operating activities: Net income $ 55,200 $ 48,700 Items not affecting cash: Depreciation and amortization 37,800 32,400 Pension and compensation related items (7,100) (5,300) Deferred income taxes 13,100 14,200 Changes in assets and liabilities, net of effects of businesses acquired and discontinued: Accounts receivable (34,600) (500) Inventories 17,700 (10,000) Other assets (25,700) (8,600) Accounts payable (17,900) (6,800) Other liabilities (17,300) (22,500) Net cash provided from operating activities 21,200 41,600 Cash flows from investing activities: Acquisitions and investments (78,000) (25,100) Divestitures and asset sales - 1,400 Purchase of plant and equipment, net (42,500) (39,900) Net cash used in investing activities (120,500) (63,600) Cash flows from financing activities: Credit agreement borrowings, net 77,700 26,100 Other changes in long-term debt, net (4,000) (1,200) Changes in short-term bank borrowings 30,000 1,100 Common stock transactions 300 (200) Cash dividends paid (4,400) (3,600) Net cash provided by financing activities 99,600 22,200 Effect of exchange rate fluctuations (100) (100) Net increase in cash 200 100 Cash and cash equivalents: Beginning of the year 900 800 End of the period $ 1,100 $ 900 The accompanying notes are an integral part of these financial statements. 7 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of the Company's management, the accompanying unaudited financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of the Company at August 31, 1996, and the results of its operations and its cash flows for the periods ended August 31, 1996 and 1995. Such results are not necessarily indicative of the results to be expected for the full year. 2. In March 1996, the Company acquired the net assets of the Imperial Eastman division of the Pullman Company for a cash purchase price of approximately $78.0 million. Imperial Eastman is a leading manufacturer and marketer of a broad range of thermoplastic hydraulic and pneumatic hose assemblies, and steel and brass couplings, adapters and fittings for both high and low pressure applications. Imperial Eastman is included in the Company's Industrial business segment. In September 1996, the Company sold its Vapor Corporation business for approximately $64.4 million in cash, plus approximately $2.0 million in future sales-related performance payments. Vapor is a manufacturer of electronic door control systems and components for buses and rail vehicles, with fiscal 1996 revenues of approximately $65.0 million. Vapor's results of operations through August 31, 1996 have been included in the accompanying financial statements of the Company as of that date. Vapor was a part of the Company's Industrial business segment. 3. Accounts receivable are presented net of allowances for doubtful accounts of $17.2 million and $16.7 million at August 31, 1996 and February 29, 1996, respectively. 4. Inventories consist of the following components (dollars in thousands): August 31, February 29, 1996 1996 Raw materials, parts and sub-assemblies $114,400 $112,900 Work-in-process 72,800 57,500 Finished goods 225,000 234,600 Inventories $412,200 $405,000 Since physical inventories taken during the year do not necessarily coincide with the end of a quarter, management has estimated the composition of inventories with respect to raw materials, work-in- process and finished goods. It is management's opinion that this estimate represents a reasonable approximation of the inventory breakdown as of August 31, 1996. The amounts at February 29, 1996 are based upon the audited balance sheet at that date. 8 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 5. Property, plant and equipment is stated at cost and consists of the following components (dollars in thousands): August 31, February 29, 1996 1996 Land and land improvements $ 44,300 $ 43,400 Buildings 168,200 155,300 Machinery and equipment 617,900 547,700 Total property, plant and equipment 830,400 746,400 Less accumulated depreciation 221,400 192,700 Property, plant and equipment, net $609,000 $553,700 6. Long-term debt consists of the following (dollars in thousands): August 31 February 29, 1996 1996 Senior Debt: Credit Agreement $ 175,000 $ 97,300 Other items 43,600 46,700 Total 218,600 144,000 Less Current maturities (8,000) (7,900) Net senior debt 210,600 136,100 Subordinated Debt: 7-3/4% Senior Subordinated Notes 248,500 248,400 8-3/4% Senior Subordinated Notes 258,000 258,000 Total subordinated debt 506,500 506,400 Total long-term debt 717,100 642,500 Total stockholders' equity 777,100 725,500 Total capitalization $1,494,200 $1,368,000 Long-term debt as a percentage of total capitalization 48.0% 47.0% 7. For purposes of cash flows, the Company considers overnight investments as cash equivalents. The Company made cash interest payments of approximately $25.5 million and $31.8 million in the six month periods ended August 31, 1996 and 1995, respectively. The Company also made cash income tax payments of approximately $14.2 million and $19.9 million in the six month periods ended August 31, 1996 and 1995, respectively. 9 MARK IV INDUSTRIES, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 8. In October 1996, the Company announced its decision to realign and refocus its operations, including the closure of certain facilities and the elimination of approximately 1,000 employee positions. As a part of this realignment, facilities producing both automotive and industrial products will be dedicated to one or the other of the Company's business segments. The realignment is estimated to result in a charge of approximately $66.0 million after taxes, or $1.04 per fully-diluted share. The charge is expected to be recognized in the Company's third fiscal quarter. On a pre-tax basis, the charge will be approximately $110.0 million, with approximately $60.0 million consisting of non-cash items. The cash charge will cover employee-related transition and other closing costs. The non-cash charge comes from the revaluation of long-term assets related to the facilities being realigned and certain pension-related costs. 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Liquidity and Capital Resources Net cash provided by earnings (net income before non-cash items) was approximately $99.0 million for the six month period ended August 31, 1996, an increase of $9.0 million (10%) over the six month period ended August 31, 1995. As of August 31, 1996, the Company had working capital of $455.2 million, an increase of $50.3 million (12%) from February 29, 1996. The increase in working capital is substantially attributable to the acquisition of Imperial Eastman and to support the Company's higher overall revenue base, as well as temporary seasonal inventory and accounts receivable increases. A temporary seasonal increase in the working capital requirements of the automotive business segment has been more than offset by the elimination of the seasonal increase experienced by the Industrial business segment as of May 31, 1996. As a result, the working capital amount at August 31, 1996 represents a decrease of $18.2 million from the amount required at May 31, 1996. In March 1996, the Company acquired the net assets of the Imperial Eastman division of The Pullman Company for a cash purchase price of approximately $78.0 million. Imperial Eastman is a leading manufacturer and marketer of a broad range of thermoplastic hydraulic and pneumatic hose assemblies, and steel and brass couplings, adapters and fittings for both high and low pressure applications. Imperial Eastman is included in the Company's Industrial business segment. The Company has borrowing availability under its primary credit agreements of $325.0 million and additional availability under its various domestic and foreign demand lines of credit of approximately $128.0 million as of August 31, 1996. Long-term debt at August 31, 1996 increased $74.6 million (12%) from the total amount as of February 29, 1996, primarily as a result of the acquisition of Imperial Eastman. Debt reduction in the balance of the fiscal year will be pursued through the use of cash generated from operations and further reductions in working capital requirements as a result of the Company's Cycle Time Reduction program, as well as the elimination of the temporary seasonal working capital demands. The Company's current divestiture program should also contribute to the reduction of debt in the balance of the fiscal year. In September 1996, the Company sold its Vapor Corporation business for approximately $64.4 million in cash, plus approximately $2.0 million in future sales-related performance payments. The cash proceeds from this transaction will be used initially to reduce borrowings outstanding under the Company's Credit Agreement. However, these proceeds, along with those from additional dispositions, may be redeployed to finance acquisitions or repurchase the Company's common stock, in addition to debt reduction. In October 1996, the Company announced its decision to realign and refocus its operations, including the closure of certain facilities and the elimination of approximately 1,000 employee positions. As a part of this realignment, facilities producing both automotive and industrial products will be dedicated to one or the other of the Company's business segments. 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The realignment is estimated to result in a charge of approximately $66.0 million after taxes, or $1.04 per fully-diluted share. The charge is expected to be recognized in the Company's third fiscal quarter. On a pre-tax basis, the charge is estimated to be approximately $110.0 million, with approximately $60.0 million consisting of non-cash items. The cash charge will cover employee-related transition and other closing costs. The non-cash charge comes from the revaluation of long-term assets related to the facilities being realigned and certain pension-related costs. As a result of the Vapor transaction referred to above, and certain other asset sales occurring subsequent to August 31, 1996, the Company has generated cash proceeds of approximately $90.0 million, resulting in a pre-tax gain of approximately $20.0 million. Such gain is sufficient to cover 40% of the cash cost of the restructuring. Management believes that cash generated from operations, as temporarily supplemented with existing credit availability, should be sufficient to support the Company's working capital requirements and anticipated capital expenditures for the foreseeable future, including the costs associated with the restructuring efforts. Results of Operations The Company classifies its operations in two business segments: Automotive and Industrial. The Company's current business strategy is focused upon the enhancement of its business segments through internal growth, cost control and quality improvement programs and selective, strategic acquisitions with an emphasis on expanding each segment's international presence. In that regard, in addition to the Imperial Eastman acquisition referred to above, the Company also acquired FitzSimons Manufacturing Company ("FitzSimons") in the latter part of fiscal 1996. Net sales for the three and six month periods ended August 31, 1996 increased by $67.6 million (13%) and $166.0 million (16%) over the comparable periods last year. These increases were attributable to internal sales growth, as well as the inclusion of the results of operations of Imperial Eastman and FitzSimons. Changes in foreign currency exchange rates had a nominal effect on net sales for the three and six month periods ended August 31, 1996, as compared to the comparable periods last year. In the Company's Automotive segment, net sales increased $26.2 million (11%) and $69.0 million (14%) for the three and six month periods ended August 31, 1996 over the comparable periods last year. Approximately $16.5 million (7%) and $35.8 million (7%) of the Automotive segment's increases were attributable to the inclusion of the results of operations of FitzSimons. Excluding FitzSimons, the Automotive segment's net sales increased approximately $9.7 million (4%) and $33.2 million (7%) for the three and six month periods ended August 31, 1996 over the comparable periods last year. The internal growth in 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS the Automotive segment was primarily generated by the segment's Automotive OEM sector, with the foreign OEM growth outpacing domestic growth by a two-to-one margin due to more revenue per car built. In the Aftermarket sector, internal sales growth was up 3% for the six month period ended August 31, 1996 in comparison to the prior year, with an increase in the traditional (belts and hose) aftermarket sales compensating for relatively flat sales in the sector's maintenance (filters) side. Increased Aftermarket sales in the traditional sector in the first quarter of fiscal 1997 were partially offset by flat sales in this sector during the second quarter ended August 31, 1996; however, a second quarter strengthening in the maintenance sector offset such flat traditional sales. In the Company's Industrial segment, net sales increased $41.4 million (16%) and $97.0 million (18%) for the three and six month periods ended August 31, 1996 over the comparable periods last year. Approximately $28 million (10%) and $55.5 million (10%) of the Industrial segment's increases were attributable to the inclusion of the results of operations of Imperial Eastman. Excluding Imperial Eastman, the Industrial segment's net sales increased approximately $13.4 million (5%) and $41.5 million (8%) for the three and six month periods ended August 31, 1996 over the comparable periods last year. This internal growth was lead by both foreign and domestic sales growth in the segment's general industrial and transportation sectors, which significantly offset some softening in the segment's Professional Audio sector. The cost of products sold as a percentage of consolidated net sales increased to 68% for the three and six month periods ended August 31, 1996, as compared to 67% for the three and six month periods ended August 31, 1995. The increase was primarily a result of the Imperial Eastman and FitzSimons acquisitions referred to above, which have a higher level of costs than the Company's existing businesses. The increase in the percentage of costs also reflects negative pressures on margins experienced by the aftermarket maintenance sector of the Automotive business segment. Selling and administration costs as a percentage of consolidated net sales were 15.8% and 16.0% for the three and six month periods ended August 31, 1996 as compared to 16.3% and 16.9% for the three and six month periods ended August 31, 1995. The reduced level of costs as a percentage of sales reflects operating efficiencies achieved from the integration of the Purolator businesses and the reorganization of the Company's business segments. The reduction in the level of costs also indicates the Company's continued emphasis on cost control has been successful in substantially offsetting the impact of inflation on such costs. Research and development costs increased by $1.0 million (9%) and $3.3 million (15%) for the three and six month periods ended August 31, 1996 as compared to the three and six month periods ended August 31, 1995. As a percentage of consolidated net sales, these expenses remained consistent at approximately 2% in each period. This consistent level of investment reflects the Company's continuing emphasis on new product development. 13 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Depreciation and amortization expense increased by $2.8 million (17%) and $5.4 million (17%) for the three and six month periods ended August 31, 1996 as compared to the three and six month periods ended August 31, 1995. The increases are primarily attributable to the Company's increased level of capital equipment expenditures, which included a new manufacturing facility and increased capacity requirements in the Company's Automotive segment, primarily in Europe, and a new domestic distribution facility in the Company's Industrial segment. Interest expense for the three and six month periods ended August 31, 1996 increased by $3.2 million (21%) and $6.0 million (20%) as compared to the three and six month periods ended August 31, 1995. The increases are primarily due to an increase in the average debt outstanding resulting from borrowings incurred to finance the acquisitions of FitzSimons and Imperial Eastman, and to support temporarily higher working capital levels. The Company experienced increases in economic rates on the Company's domestic debt, primarily related to the private placement of $250.0 million 7-3/4% Senior Subordinated Notes at the beginning of fiscal 1997, offset slightly by lower rates on the Company's Credit Agreement, as a result of its being amended and restated at the beginning of fiscal 1997. The Company also experienced a slight reduction in the economic rates on its foreign debt. The Company's provision for income taxes as a percentage of pre-tax accounting income for the three and six month periods ended August 31, 1996 and 1995 remained relatively constant at approximately 39%. The benefit of increased domestic income resulting from acquisitions and internal growth were substantially offset by increased income in foreign locations with higher statutory tax rates than in the U.S. As a result of all of the above, the Company's net income for the three and six month periods ended August 31, 1996 increased $2.6 million and (11%) and $6.5 million (13%) over the comparable periods last year. Impact of Inflation Although the Company has experienced delays in its ability to pass on certain inflation related cost increases, the Company does not expect that such delays or the overall impact of inflation will have a material impact on the Company's operations. 14 Part II. OTHER INFORMATION Items 1, 2, 3 and 5 are inapplicable and have been omitted. Item 4 - Results of Votes of Security Holders On July 29, 1996, the Annual Meeting of Stockholders of the Company was held. At this meeting, the stockholders voted on the following matters: (1) Sal H. Alfiero and Clement R. Arrison were elected to serve as Class III Directors until the 1999 Annual Meeting. Mr. Alfiero was elected with 51,763,277 shares voting for his election; and 398,789 shares withholding authority. Mr. Arrison was elected with 51,764,586 shares voting for his election; and 1,811,870 shares withholding authority. The following is a list of directors whose term of office continued after the meeting: Sal H. Alfiero William P. Montague Clement R. Arrison Gerald S. Lippes Joseph G. Donohoo Herbert Roth, Jr. (2) To consider and take action upon the proposed Amendment to the Company's Certificate of Incorporation to increase the authorized shares of the Company's common stock, par value $.01 per share, from 100,000,000 to 200,000,000. The Amendment was passed with 49,642,384 shares voting for the proposal; 2,198,800 shares voting against the proposal and 320,881 shares abstaining. (3) To consider and take action upon the proposed Mark IV Industries, Inc. 1996 Incentive Stock Option Plan. The Plan was passed with 50,149,425 shares voting for the proposal; 1,841,913 shares voting against the proposal and 170,725 shares abstaining. Item 6(a) - Exhibits Exhibit No. 11 Statement Regarding Computation of Per Share Earnings 27 Financial Data Schedule Item 6(b) Reports on Form 8-K None 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARK IV INDUSTRIES, INC. Registrant DATE: October 4, 1996 /s/ Sal H. Alfiero Sal H. Alfiero Chairman of the Board DATE: October 4, 1996 /s/ William P. Montague William P. Montague President DATE: October 4,1996 /s/ John J. Byrne John J. Byrne Vice President - Finance and Chief Financial Officer DATE: October 4,1996 /s/ Richard L. Grenolds Richard L. Grenolds Vice President and Chief Accounting Officer DATE: October 4,1996 /s/ Clement R. Arrison Clement R. Arrison Director 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 Six Month Periods Ended August 31, 1996 and 1995 (Amounts in thousands, except per share data) Three Months Six Months Ended August 31, Ended August 31, 1996 1995 1996 1995 PRIMARY Shares outstanding: Weighted average number of shares outstanding 63,100 63,000 63,100 63,000 Net effect of dilutive stock options (1) 400 400 400 400 Total 63,500 63,400 63,500 63,400 Net income $26,700 $24,100 $ 55,200 $48,700 Net income (loss) per share (2) $ .42 $ .38 $ .87 $ .77 FULLY-DILUTED Shares outstanding: Weighted average number of shares outstanding 63,100 63,000 63,100 63,000 Net effect of dilutive stock options (1) 400 400 400 400 Total 63,500 63,400 63,500 63,400 Net income $26,700 $24,100 $ 55,200 $48,700 Net income per share $ .42 $ .38 $ .87 $ .77 - ------------------------------------ (1) The net effects for the three and six month periods ended August 31, 1996 and 1995 are based upon the treasury stock method using the average market price during the periods for the primary amounts, and the higher of the average market price or the market price at the end of the period for the fully-diluted amounts. (2) Primary earnings per share have been reported in the Company's financial statements based only upon the shares of common stock outstanding, since the dilutive effect of the stock options is not considered to be material. 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-29-1996 AUG-31-1996 1,100 0 467,400 17,200 412,200 949,400 830,400 221,400 2,205,800 494,200 717,100 0 0 600 776,500 2,205,800 1,194,000 1,194,000 813,100 1,067,300 0 0 36,200 90,500 35,300 55,200 0 0 0 55,200 .87 .87
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