<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For period ended January 31, 1995 Commission file number 0-588
---------------- -----
COMMERCIAL INTERTECH CORP.
- --------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0159880
- ---------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1775 Logan Avenue, Youngstown, Ohio 44501-0239
- ------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip Code)
(216) 746-8011
- --------------------------------------------------------------------------
Registrant's telephone number, including area code
Not Applicable
- --------------------------------------------------------------------------
Former name, former address and former fiscal year, if changed since
last report.
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 periods 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
--- ---
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practical date.
Common Stock, $1 Par Value-- 15,404,400 shares as of March 1, 1995
- --------------------------------------------------------------------------
<PAGE> 2
INDEX
COMMERCIAL INTERTECH CORP.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated condensed balance sheets - January 31, 1995 and
October 31, 1994
Consolidated condensed statements of income - Three months ended
January 31, 1995 and 1994
Statements of consolidated cash flows - Three months ended
January 31, 1995 and 1994
Notes to consolidated condensed financial statements -
January 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures
<PAGE> 3
<TABLE>
PART I. FINANCIAL INFORMATION
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
(Thousands of dollars) January 31, October 31,
1995 1994
-----------------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . $ 39,156 $ 52,666
Accounts receivable, less allowance
(1995-$2,863,000; 1994-$2,890,000). . . . 92,295 94,212
Inventories . . . . . . . . . . . . . . . . . 65,272 62,320
Deferred income tax benefits. . . . . . . . . 15,334 15,307
Prepaid expenses. . . . . . . . . . . . . . . 12,008 10,861
-------- --------
TOTAL CURRENT ASSETS 224,065 235,366
PROPERTY, PLANT AND EQUIPMENT. . . . . . . . . . 252,808 253,890
Less allowance for depreciation . . . . . . . 126,172 128,453
-------- --------
126,636 125,437
NONCURRENT ASSETS:
Intangible assets . . . . . . . . . . . . . . 25,780 26,563
Pension assets. . . . . . . . . . . . . . . . 31,605 31,191
Other assets. . . . . . . . . . . . . . . . . 3,321 4,421
-------- --------
TOTAL NONCURRENT ASSETS 60,706 62,175
-------- --------
TOTAL ASSETS $411,407 $422,978
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Bank loans. . . . . . . . . . . . . . . . . . $ 21,113 $ 20,273
Accounts and notes payable. . . . . . . . . . 100,331 110,147
Accrued income taxes. . . . . . . . . . . . . 1,039 2,037
Dividends payable . . . . . . . . . . . . . . 2,542 2,509
-------- --------
TOTAL CURRENT LIABILITIES 125,025 134,966
NONCURRENT LIABILITIES:
Long-term debt. . . . . . . . . . . . . . . . 75,639 77,020
Deferred income taxes . . . . . . . . . . . . 16,727 16,926
Postretirement benefits . . . . . . . . . . . 21,399 21,188
Deferred credit . . . . . . . . . . . . . . . 14,366 19,118
-------- --------
TOTAL NONCURRENT LIABILITIES 128,131 134,252
SHAREHOLDERS' EQUITY:
Preferred stock, no par value:
Authorized: 10,000,000 shares
Series A participating preferred shares. . 0 0
Series B ESOP convertible preferred shares
Issued: 1995 - 1,053,508 shares
1994 - 1,059,407 shares. . . . 24,494 24,631
Common stock, $1 par value:
Authorized: 30,000,000 shares
Issued: 1995 - 15,398,973 shares (excluding
128,348 in treasury); 1994 - 15,199,258
shares (excluding 144,261 in treasury). . 15,399 15,199
Capital surplus . . . . . . . . . . . . . . . 36,710 35,844
Retained earnings . . . . . . . . . . . . . . 95,533 91,649
Deferred compensation . . . . . . . . . . . . (18,851) (20,108)
Translation adjustment. . . . . . . . . . . . 4,966 6,545
-------- --------
158,251 153,760
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $411,407 $422,978
======== ========
</TABLE>
<PAGE> 4
<TABLE>
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<CAPTION>
THREE
MONTHS ENDED
(Thousands of dollars) January 31,
---------------
1995 1994
---- ----
<S> <C> <C>
Net sales. . . . . . . . . . . . . . $135,307 $104,360
Less costs and expenses:
Cost of products sold . . . . . . 93,846 72,659
Selling, administrative and
general expense. . . . . . . . 31,811 26,423
-------- --------
125,657 99,082
-------- --------
Operating income . . . . . . . . . . 9,650 5,278
Nonoperating income (expense):
Interest income . . . . . . . . . 475 320
Interest expense. . . . . . . . . (1,615) (1,530)
Other . . . . . . . . . . . . . . (344) (471)
-------- --------
(1,484) (1,681)
-------- --------
Income before income taxes . . . . . 8,166 3,597
Income taxes . . . . . . . . . . . . 2,046 1,529
-------- --------
Net income . . . . . . . . . . . . . $ 6,120 $ 2,068
======== ========
Preferred stock dividend . . . . . . 522 526
-------- --------
Net income applicable to common
stock . . . . . . . . . . . . . . $ 5,598 $ 1,542
======== ========
Earnings per share of common stock:
Net income
Primary. . . . . . . . . . . . $.36 $.10
Fully diluted. . . . . . . . . .34 .10
Cash dividends declared . . . . . $.125 $.113
</TABLE>
<PAGE> 5
<TABLE>
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
<CAPTION>
THREE MONTHS ENDED
(Thousands of dollars) January 31,
------------------
1995 1994
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . $ 6,120 $ 2,068
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for depreciation and amortization . . 4,391 3,914
Amortization of deferred credit . . . . . . . . (4,405) 0
Postretirement benefit. . . . . . . . . . . . . 258 342
Pension plan credits. . . . . . . . . . . . . . (395) (494)
Change in deferred income taxes . . . . . . . . (160) (113)
Change in current assets and liabilities:
Decrease in accounts receivable. . . . . . . 860 6,788
(Increase) in inventories. . . . . . . . . . (3,469) (1,560)
(Increase) decrease in prepaid expenses and
other current assets. . . . . . . . . . . (1,240) 1,327
(Decrease) in accounts payable and
accrued expenses. . . . . . . . . . . . . (11,774) (10,844)
(Decrease) in accrued income taxes . . . . . (836) (3,887)
-------- ---------
Net cash (used) by operating activities . . . . . . . (10,650) (2,459)
INVESTING ACTIVITIES:
Proceeds from sale of fixed assets. . . . . . . . . . 84 41
Business acquisition. . . . . . . . . . . . . . . . . (886) 0
Grant subsidies received. . . . . . . . . . . . . . . 6,967 0
Investment in intangibles . . . . . . . . . . . . . . (44) 0
Capital expenditures. . . . . . . . . . . . . . . . . (6,483) (2,315)
-------- --------
Net cash (used) by investing activities . . . . . . . (362) (2,274)
FINANCING ACTIVITIES:
Proceeds from long-term debts . . . . . . . . . . . . 0 0
Principal payments on long-term debts . . . . . . . . (1,276) (1,049)
Net borrowings under bank loan agreements . . . . . . 1,537 (299)
Conversion of other assets. . . . . . . . . . . . . . 622 166
Dividends paid. . . . . . . . . . . . . . . . . . . . (2,410) (2,219)
-------- --------
Net cash (used) by financing activities . . . . . . . (1,527) (3,401)
Effect of exchange rate changes on cash. . . . . . . . . (971) 312
-------- --------
Net (decrease) in cash and cash equivalents. . . . . . . (13,510) (7,822)
Cash and cash equivalents at beginning of period . . . . 52,666 25,066
-------- --------
Cash and cash equivalents at end of period . . . . . . . $39,156 $17,244
======= ========
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . $694 $922
Income taxes . . . . . . . . . . . . . . . . . . . 3,042 3,500
</TABLE>
<PAGE> 6
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
January 31, 1995
Note A - Basis of Presentation
- ------------------------------
The accompanying unaudited consolidated condensed financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments (consisting of normal
recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three-month period ended
January 31, 1995 are not necessarily indicative of the results that
may be expected for the year ended October 31, 1995. For further
information, refer to the consolidated financial statements and
footnotes thereto included in Commercial Intertech Corp. and
Subsidiaries' annual report on Form 10-K for the year ended October
31, 1994.
Note B - Per-Share Data
- -----------------------
Per-share data was computed using the weighted average number of
common shares outstanding during the period after giving retroactive
effect to subsequent share dividends. The preferred stock issued in
February, 1990 was determined not to be a common stock equivalent for
primary earnings per share. In computing primary earnings per common
share, the Series B preferred dividends and adjustments reduce income
available to common shareholders.
In computing fully diluted earnings per share, dilution is determined
by dividing net earnings by the weighted average number of common
shares outstanding during the period adjusted for subsequent share
dividends after giving effect to dilutive preferred stock assumed
converted to common stock. The most dilutive calculation assumes
conversion of Series B preferred stock to common shares and dividend
rate adjustments for Series B preferred to arrive at income available
to common shareholders.
<PAGE> 7
Note C - Common Stock Split and Cash Dividend
- ---------------------------------------------
On July 27, 1994 the Company announced a 50 percent share dividend in
the form of a 3 for 2 split of its common shares to shareholders of
record as of September 1, 1994. Par value of the stock will remain
at one dollar per share.
At the same time, the Company increased the current quarterly dividend
rate to $.125 per share after the stock split.
All earnings per share amounts and current account balances reflect
the stock split.
Note D - Inventories
- --------------------
Inventories consisted of the following:
<TABLE>
<CAPTION>
January 31, October 31,
1995 1994
-------- -----------
<S> <C> <C>
Raw materials $ 18,098 $ 15,393
Work-in-process 28,622 31,188
Finished goods 18,552 15,739
_______ _______
$ 65,272 $ 62,320
======== ========
</TABLE>
Note E - Segment Reporting
- --------------------------
The Company is engaged in the design, manufacture and sale of products
in three segments:
<TABLE>
<CAPTION>
Three Months Ended
January 31,
(Thousands of dollars) 1995 1994
-------- --------
<S> <C> <C>
Hydraulic Components
Net sales $ 66,649 $ 45,977
Operating income 7,429 3,959
Metal Products
Net sales $ 30,945 $ 25,502
Operating income 60 1,413
Fluid Purification Systems
Net sales $ 37,713 $ 32,881
Operating income 2,161 (94)
Total Company
Net sales $135,307 $104,360
Operating income 9,650 5,278
Percent to sales 7.1% 5.1%
</TABLE>
<PAGE> 8
Note F - Acquisitions
- ---------------------
Effective May 3, 1994, the Company acquired the stock of
Sachsenhydraulik Chemnitz GmbH ("SHC") and its wholly owned subsidiary
(Hydraulik Rochlitz GmbH), which are known as ORSTA Hydraulik. ORSTA
is a manufacturer of hydraulic cylinders, piston and gear pumps and
industrial valves. The stock was acquired from the Treuhandanstalt,
the regulatory agency of the Federal Republic of Germany responsible
for the privatization of the former East German state-owned
enterprises. The acquisition has been accounted for as a purchase
transaction, therefore, the accounts are included in the accompanying
financial statements since the acquisition date. Pro forma financial
results are not provided herein since the companies acquired operated
in a different environment under the Treuhandanstalt control.
Under terms of the Agreement, Commercial tendered no financial
consideration to acquire the stock of SHC and its wholly owned
subsidiary but received, in addition to the net business assets of the
two companies, cash contributions of 59.0 million Deutsche marks
approximately U.S. $36.0 million) to fund pre-existing capital
investment programs and to cover estimated operating losses over a
period of two years. This additional consideration was negotiated
with the Treuhandanstalt based on the financial position of the
acquired companies as of January 1, 1994 (the "measurement date").
Cash received on May 3, 1994, was $11,140,000. The remaining
contributions are being received by SHC in installments during 1994
and 1995.
In addition to the cash acquired at the acquisition date, a balance of
44.1 million Deutsche marks (approximately U.S. $26.8 million) was
receivable from the Treuhandanstalt in regard to the original cash
contribution. Cash received since the acquisition date amounted to
30.1 million Deutsche marks (approximately U.S. $18.8 million). The
remaining contributions will be received by SHC during the second and
third quarters of fiscal 1995. Of the funds provided by the
Treuhandanstalt since the acquisition date, 17.2 million Deutsche
marks (approximately U.S. $10.9 million) were consumed by operating
losses from May 3, 1994 to January 31, 1995 and 11.9 million Deutsche
marks (approximately U.S. $7.9 million) were used to fund the
pre-existing capital investment program.
<PAGE> 9
Note F - Acquisitions (continued)
- ---------------------------------
The Company agreed to the following obligations and guarantees with
respect to the operation of the acquired businesses:
a) to maintain a minimum employment level for a period
of three years; the level stipulated by the Agreement
is considered by the Company to be reasonable and
necessary for the intended use of the business,
b) to invest 39.0 million Deutsche marks (approximately
U.S. $23.6 million) in capital programs over a period
of four years,
c) to continue to operate the businesses for a minimum
of five years, and
d) to refrain from selling or transferring acquired land
and building for a period of six years.
Of the total 59.0 million Deutsche mark cash contribution to be
received (as calculated on the measurement date of January 1, 1994),
51.5 million Deutsche marks was designed as an indemnification of
estimated operating losses over a period of two years from
acquisition. The amount of operating loss indemnification available
to the Company was adjusted for cash consumed by the ORSTA operations
between the measurement date and the acquisition date. The operating
loss indemnification is being amortized based on estimated operating
results of the ORSTA Hydraulik operations as determined on May 3,
1994. The quarterly amortization value will remain unchanged as
results are reported and will be translated from Deutsche marks into
U.S. dollars at the average exchange rate for the period. The
deferred credit on the balance sheet is translated at end of period
rate.
<PAGE> 10
Note F - Acquisitions (continued)
- ---------------------------------
Negative Goodwill Amortization
<TABLE>
<CAPTION>
Deutsche U.S.
Fiscal Quarters Marks Dollars
--------------- ----- -------
(in thousands)
<S> <C> <C>
Amounts amortized
Third quarter, 1994 DM 3,297 $ 2,044
Fourth quarter, 1994 7,015 4,422
First quarter, 1995 6,855 4,419
------- -------
Total DM 17,167 $ 10,885
====== =======
Remainder (Balance Sheet)
Second quarter, 1995 DM 6,500 $ 4,263
Third quarter, 1995 5,410 3,548
Fourth quarter, 1995 4,745 3,112
First quarter, 1996 3,745 2,456
Second quarter, 1996 1,504 987
------ ------
Total DM 21,904 $14,366
====== =======
</TABLE>
<TABLE>
ORSTA Hydraulik income statement for the three months ended January 31, 1995:
<CAPTION>
(in thousands)
<S> <C>
Net sales $7,926
Cost of products sold 9,440
Less: negative goodwill (4,419)
------
Total cost of products sold 5,021
------
Gross profit 2,905
Selling, administrative
and general expenses 2,656
------
Operating income $ 249
======
</TABLE>
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Quarter 1995 Compared To First Quarter 1994
- -------------------------------------------------
Record first quarter sales and earnings were reported by the
Corporation as it entered its seventy-fifth anniversary year. Consolidated net
revenues of $135,307,000 during the first three months of fiscal 1995 were
$30,947,000 or 30 percent higher than the same period last year. On the
strength of this performance, net income of $6,120,000, a first quarter record,
was $4,052,000 or almost three times higher than the first quarter, fiscal
1994.
Record first quarter revenues from operations in the United States of
$77,111,000, the second largest domestic sales recorded in the history of the
Company, were $14,165,000 or 23 percent higher than the first three months of
last year as sales gains were realized in all major market segments served by
the Company. While the Filtration Products Group recorded a 4 percent gain in
domestic sales, the Hydraulic Components and Metal Products Groups reported
revenue gains of 34 and 15 percent respectively, realizing double-digit
percentage sales gains in all major domestic market segments served by the
Company. First quarter revenues reported by foreign operations of $58,196,000
were $16,782,000 or 41 percent higher than last year, reflecting increased
demand in each of the Company's three business units. Foreign Hydraulic
Component Group revenues were $8,817,000 or 76 percent higher than last year,
capitalizing on improving economies in Europe, the United Kingdom, Australia
and Brazil. Excluding sales in Germany associated with the acquisition of
ORSTA Hydraulik in the third quarter, fiscal 1994, Hydraulic Component Group
sales overseas would have been 8 percent higher than the same period last year.
The Building Systems Division and overseas Fluid Purification Systems Group
both experienced sales gains in excess of 25 percent. Adjusted for changes in
foreign currency exchange rates and due to a weaker U.S. dollar, foreign
revenues would have been $4,339,000 or 9 percent lower at last year's average
exchange rates. On a parity adjusted basis, all major foreign market segments
served by the Company experienced double-digit percentage revenue gains.
Consolidated gross profit of $41,461,000 was $9,760,000 or 31 percent
higher than last year, due generally to increased sales volume, as gross profit
margins increased slightly over last year's levels. Similar year-over-year
gross margins were realized by both the domestic and foreign operating units as
cost controls continue to be closely monitored by the Company.
<PAGE> 12
Selling and administrative expenses of $31,811,000 were $5,388,000 or
20 percent higher than the same period last year. Adjusted for fluctuations in
foreign currency exchange rates and excluding expenses associated with the
ORSTA acquisition last year, operating expenses were 6 percent higher than the
first quarter, fiscal 1994.
The nonrecurring charges identified during fiscal 1994 of $4.2 million
following the acquisition of ORSTA Hydraulik included provisions to close
certain facilities in Europe and the United Kingdom, phase out some
nonperforming products manufactured at those facilities and consolidate the
remaining core businesses with the newly acquired operations in Germany and
other existing operations located in the United States. These charges included
separation costs ($1.6 million), estimated costs to close and vacate facilities
($1.0 million), the writedown of fixed assets made idle or excess ($0.6
million) and other direct and incremental costs necessary to complete the
consolidation effort ($1.0 million). As of January 31, 1995, two out of the
scheduled three phases have been completed. No additional charges have been
recorded since October 31, 1994. The remaining liabilities at the end of the
first quarter amount to $0.9 million for employee separations, $0.5 million for
plant closures and $0.6 million for all other consolidation costs.
Operating income during the current period of $9,650,000 was
$4,372,000 or 83 percent higher than the first three months of last year. The
Hydraulic Components and Filtrations Products Groups recognized significant
year-over-year gains, with the Hydraulic Components Group recording its best
first quarter performance ever and the Filtration Products Group realizing its
highest level since 1989. Despite increased sales volume, the Metal Products
Group's performance was unfavorably impacted by extremely competitive pricing
pressure, adverse weather conditions and a slower than expected recovery in
markets served by the Astron Building Systems Division in Europe.
Nonoperating expenses of $1,484,000 during the first three months of
fiscal 1995 were slightly lower than the same period last year, due principally
to the reduction of foreign currency losses realized as a result of fluctuating
exchange rates, incurred in the prior period primarily by the Company's
Brazilian operations. Meanwhile, interest expense of $1,615,000 is slightly
higher than last year, reflecting a general increase in short-term borrowing
interest rates over the past twelve months.
The Corporation's effective income tax rate of 25 percent during the
first quarter of the current year is lower than the same period last year, due
principally to higher income in the United States, where income tax rates are
lower than those recorded by the Company's foreign operations and utilization
of tax loss carryforwards by certain foreign subsidiaries and other nontaxable
income receipts.
<PAGE> 13
FINANCIAL CONDITION
- -------------------
Cash and cash equivalents decreased $13,510,000 during the first
quarter of fiscal 1995. Operating performance resulted in cash used by
operating activities of $10,650,000 compared to $2,459,000 last year. Cash
used by investing activities consisted of the following: the acquisition of the
assets of the Hall F&D Head Company of Saginaw, Texas, a producer of medium and
large metal products, on January 31, 1995. The cost of the acquisition was
$886,000 and was financed with available funds. The acquisition was accounted
for as a purchase transaction with the accounts included in the accompanying
financial statement as of the acquisition date. Capital expenditures of
$6,483,000 during the current period were $4,168,000 higher than the first
three months of fiscal 1994. In addition, during the current period, the
Corporation received a grant subsidy of $6,967,000 from the German government
in regard to planned capital expenditures. In light of current market
conditions and economic trends, the Corporation continues to closely monitor
its capital spending requirements.
Internal cash flows are expected to continue to be sufficient to
provide the resources necessary to support operating needs and to finance
future capital expenditure programs. The Company will use supplemental
borrowings against existing credit facilities as needed to finance the
capitalization programs.
Net trade customer orders received of $154,076,000 during the first
three months of the fiscal year were 26 percent higher than the same period
last year, adjusted for foreign currency exchange differences, but 1 percent
lower than bookings received during the fourth quarter, fiscal 1994, parity
adjusted. Current period orders received by all three domestic business units
exceeded last year's levels, with both the Hydraulic Components and Metal
Products Groups recording percentage gains exceeding 20 percent. Double digit
percentage increases in net orders received were realized by all three foreign
operating groups, parity adjusted, over the same period last year.
Despite record sales activity in the current period, trade bookings
received continue to outpace shipments on a consolidated basis. The backlog of
uncompleted orders of $171,106,000, at its highest level in the Company's
history, is 12 percent higher than the balance at the end of fiscal 1994,
adjusted for currency exchange rate differences.
<PAGE> 14
While product demand appears strong in those industries served by the
Corporation, current economic forecasts suggest a possible slowdown late in
fiscal 1995 due principally to higher short-term interest rates and slackening
of domestic demand in housing and durable goods products. Moreover, the degree
and speed of recovery in Europe remains uncertain, which could impact the
performance of operations in that part of the world.
<PAGE> 15
PART II. OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibit 11 - Computation of per share earnings
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
------------------
January 31,
------------------
1995 1994
---- ----
<S> <C> <C>
Primary
- -------
Average shares outstanding. . . . . . . . . . 15,255 15,069
Net effect of dilutive stock options -
based on the treasury stock method
using average market price . . . . . . . . 200 66
------ ------
Total . . . . 15,455 15,135
====== =======
Net income. . . . . . . . . . . . . . . . . . $ 6,120 $ 2,068
Preferred stock dividends and adjustments . . (522) (526)
-------- --------
Income applicable to common stock . . . . . . $ 5,598 $ 1,542
======== ========
Per share amount. . . . . . . . . . . . . . . $.36 $.10
===== ========
Fully Diluted
- -------------
Average shares outstanding. . . . . . . . . . 15,255 15,069
Net effect of dilutive stock options -
based on the treasury stock method
using the period end price, if higher
than average market price. . . . . . . . . 219 66
Common share equivalents:
Series B Preferred . . . . . . . . . . . . 1,306 1,315
-------- --------
Total . . . . 16,780 16,450
======== ========
Net income. . . . . . . . . . . . . . . . . . $ 6,120 $ 2,068
Preferred stock (Series B) dividends
rate adjustment. . . . . . . . . . . . . . (359) (377)
-------- --------
Income applicable to common stock . . . . . . $ 5,761 $ 1,691
======== ========
Per share amount. . . . . . . . . . . . . . . $.34 $.10
==== ====
</TABLE>
<PAGE> 16
Exhibit 27 - Financial Data Schedule
(b) Reports On Form 8-K
No reports were filed on Form 8-K during the quarter for which this report is
filed.
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto
duly authorized.
COMMERCIAL INTERTECH CORP.
Date March 10, 1995 By /s/ Philip N. Winkelstern
------------------- --------------------------
Philip N. Winkelstern
Senior Vice President and
Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> OCT-31-1995
<PERIOD-START> NOV-01-1995
<PERIOD-END> JAN-01-1995
<CASH> 39,156
<SECURITIES> 0
<RECEIVABLES> 95,158
<ALLOWANCES> 2,863
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0
24,494
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<EPS-PRIMARY> .36
<EPS-DILUTED> .34
</TABLE>
