-----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, UqnCyDTHRZ0xif+R2YNCOAZ7stpHr6/XSFkD4pVeJbnXxRfKrJGqM/GSOxpGm5Cs scm3OyQiIGG4MZdKKyM91A== 0000062418-97-000001.txt : 19970103 0000062418-97-000001.hdr.sgml : 19970103 ACCESSION NUMBER: 0000062418-97-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19961130 FILED AS OF DATE: 19970102 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: 002-39262 FILM NUMBER: 97500413 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 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 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 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 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. 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. 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. 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. 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 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. 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 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. 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. 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. 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. 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. 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. 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 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 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, 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. 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-29-1996 NOV-30-1996 1,100 0 441,300 17,500 438,700 946,700 764,900 188,000 2,131,100 544,100 643,900 0 0 600 744,300 2,131,100 1,774,900 1,774,900 1,207,300 1,587,900 0 0 52,800 41,700 15,100 26,600 0 0 0 26,600 .42 .42
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