<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, 1996 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--15,483,452 shares as of March 1, 1996
----------
- --------------------------------------------------------------------------------
<PAGE> 2
INDEX
COMMERCIAL INTERTECH CORP.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated condensed balance sheets - January 31, 1996 and October 31,
1995
Consolidated condensed statements of income - Three months ended January
31, 1996 and 1995
Statements of consolidated cash flows - Three months ended January 31,
1996 and 1995
Notes to consolidated condensed financial statements - January 31, 1996
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
PART I. FINANCIAL INFORMATION
COMMERCIAL INTERTECH CORP.
AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
(Thousands of dollars) January 31, October 31,
1996 1995
-----------------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . $ 28,675 $ 39,689
Accounts receivable, less allowance
(1996-$3,288,000; 1995-$3,442,000). . . . 104,421 114,921
Inventories . . . . . . . . . . . . . . . . . 72,744 73,482
Deferred income tax benefits. . . . . . . . . 15,968 17,405
Prepaid expenses. . . . . . . . . . . . . . . 7,951 7,523
-------- --------
TOTAL CURRENT ASSETS 229,759 253,020
PROPERTY, PLANT AND EQUIPMENT. . . . . . . . . . 279,760 280,436
Less allowance for depreciation . . . . . . . 132,628 137,710
-------- --------
142,132 142,726
NONCURRENT ASSETS:
Intangible assets . . . . . . . . . . . . . . 22,902 23,761
Pension assets. . . . . . . . . . . . . . . . 35,956 35,742
Other assets. . . . . . . . . . . . . . . . . 4,027 4,607
-------- --------
TOTAL NONCURRENT ASSETS 62,885 64,110
-------- --------
TOTAL ASSETS $434,776 $459,856
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Bank loans. . . . . . . . . . . . . . . . . . $ 24,924 $ 19,725
Accounts and notes payable. . . . . . . . . . 105,837 126,229
Accrued income taxes. . . . . . . . . . . . . 3,850 6,163
Dividends payable . . . . . . . . . . . . . . 2,666 2,788
Current portion of long-term debt . . . . . . 1,588 2,269
-------- --------
TOTAL CURRENT LIABILITIES 138,865 157,174
NONCURRENT LIABILITIES:
Long-term debt. . . . . . . . . . . . . . . . 71,262 73,929
Deferred income taxes . . . . . . . . . . . . 17,859 18,179
Postretirement benefits . . . . . . . . . . . 23,800 23,711
Deferred credit . . . . . . . . . . . . . . . 1,010 3,731
-------- --------
TOTAL NONCURRENT LIABILITIES 113,931 119,550
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: 1996 - 1,052,270 shares
1995 - 1,053,508 shares. . . . 24,465 24,494
Common stock, $1 par value:
Authorized: 30,000,000 shares
Issued: 1996 - 15,460,823 shares (excluding
189,717 in treasury); 1995 - 15,439,514
shares (excluding 149,043 in treasury). . 15,461 15,440
Capital surplus . . . . . . . . . . . . . . . 38,521 38,396
Retained earnings . . . . . . . . . . . . . . 115,754 112,907
Deferred compensation . . . . . . . . . . . . (17,594) (18,851)
Translation adjustment. . . . . . . . . . . . 5,373 10,746
-------- --------
181,980 183,132
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 434,776 $459,856
</TABLE> ========= ========
<PAGE> 4
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED
STATEMENTS OF INCOME
<TABLE>
<CAPTION>
THREE
MONTHS ENDED
(Thousands of dollars) January 31,
---------------
1996 1995
---- ----
<S> <C>
Net sales. . . . . . . . . . . . . . $147,966 $135,307
Less costs and expenses:
Cost of products sold . . . . . . 105,355 93,846
Selling, administrative and
general expense. . . . . . . . 34,887 31,811
-------- --------
140,242 125,657
-------- --------
Operating income . . . . . . . . . . 7,724 9,650
Nonoperating income (expense):
Interest income . . . . . . . . . 327 475
Interest expense. . . . . . . . . (1,459) (1,615)
Other . . . . . . . . . . . . . . 460 (344)
-------- --------
(672) (1,484)
-------- --------
Income before income taxes . . . . . 7,052 8,166
Income taxes . . . . . . . . . . . . 1,799 2,046
-------- --------
Net income . . . . . . . . . . . . . $ 5,253 $ 6,120
======== ========
Preferred stock dividend . . . . . . 521 522
-------- --------
Net income applicable to common
stock . . . . . . . . . . . . . . $ 4,732 $ 5,598
======== ========
Earnings per share of common stock:
Net income
Primary. . . . . . . . . . . . $.30 $.36
Fully diluted. . . . . . . . . .29 .34
Cash dividends declared . . . . . $.135 $.125
</TABLE>
<PAGE> 5
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
<TABLE>
<CAPTION>
THREE MONTHS ENDED
(Thousands of dollars) January 31,
------------------
1996 1995
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . $ 5,253 $ 6,120
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for depreciation and amortization . . 4,868 4,391
Amortization of deferred credit . . . . . . . . (2,617) (4,405)
Postretirement benefit. . . . . . . . . . . . . 318 258
Pension plan credits. . . . . . . . . . . . . . (342) (395)
Change in deferred income taxes . . . . . . . . 1,188 (160)
Change in current assets and liabilities:
Decrease in accounts receivable. . . . . . . 7,386 860
(Increase) in inventories. . . . . . . . . . (1,260) (3,469)
(Increase) decrease in prepaid expenses and
other current assets. . . . . . . . . . . (715) (1,240)
(Decrease) in accounts payable and
accrued expenses. . . . . . . . . . . . . (13,787) (11,774)
(Decrease) in accrued income taxes . . . . . (2,101) (836)
------- -------
Net cash (used) by operating activities . . . . . . . (1,809) (10,650)
INVESTING ACTIVITIES:
Proceeds from sale of fixed assets. . . . . . . . . . 567 84
Business acquisition. . . . . . . . . . . . . . . . . 0 (886)
Grant subsidies received. . . . . . . . . . . . . . . 0 6,967
Investment in intangibles . . . . . . . . . . . . . . 0 (44)
Capital expenditures. . . . . . . . . . . . . . . . . (6,803) (6,483)
------- -------
Net cash (used) by investing activities . . . . . . . (6,236) (362)
FINANCING ACTIVITIES:
Proceeds from long-term debts . . . . . . . . . . . . 0 0
Principal payments on long-term debts . . . . . . . . (3,116) (1,276)
Net borrowings under bank loan agreements . . . . . . 5,828 1,537
Proceeds from reserve contracts . . . . . . . . . . . 290 419
Conversion of other assets. . . . . . . . . . . . . . (615) 203
Dividends paid. . . . . . . . . . . . . . . . . . . . (2,670) (2,410)
------- -------
Net cash (used) by financing activities. . . . . . . . . (283) (1,527)
Effect of exchange rate changes on cash. . . . . . . . . (2,686) (971)
------- -------
Net (decrease) in cash and cash equivalents. . . . . . . (11,014) (13,510)
Cash and cash equivalents at beginning of period . . . . 39,689 52,666
------- -------
Cash and cash equivalents at end of period . . . . . . . $28,675 $39,156
======= =======
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . $ 554 $ 694
Income taxes . . . . . . . . . . . . . . . . . . . 2,712 3,042
</TABLE>
<PAGE> 6
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
January 31, 1996
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, 1996 are not necessarily indicative of the results that
may be expected for the year ended October 31, 1996. 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, 1995.
Note B - Per-Share Data
- -----------------------
Per-share data was computed using the weighted average number of
common shares outstanding during the period. 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 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 the subsequent adjustment for dividend rates to arrive at
income available to common shareholders.
<PAGE> 7
Note C - Inventories
- --------------------
Inventories consisted of the following:
<TABLE>
<CAPTION>
January 31, October 31,
1996 1995
-------- -----------
<S> <C> <C>
Raw materials $20,018 $17,982
Work-in-process 32,814 34,461
Finished goods 19,912 21,039
------- -------
$72,744 $73,482
======= =======
</TABLE>
Note D - Segment Reporting
The Company is engaged in the design, manufacture and sale of products
in three segments:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JANUARY 31,
1996 1995
------ ------
(THOUSANDS OF DOLLARS)
<S> <C> <C>
HYDRAULIC SYSTEMS
Net sales $ 66,549 $ 66,649
Operating income 4,284 7,429
BUILDING SYSTEMS AND
METAL PRODUCTS
Net sales $ 40,413 $ 30,945
Operating income 1,117 60
FLUID PURIFICATION
Net sales $ 41,004 $ 37,713
Operating income 2,323 2,161
TOTAL COMPANY
Net sales $147,966 $135,307
Operating income 7,724 9,650
Percent to sales 5.2% 7.1%
</TABLE>
<PAGE> 8
Note E - Acquisitions
- ---------------------
ORSTA HYDRAULIK
Effective May 3, 1994 (the "acquisition date"), 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, the Company 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
contributions available to the Company on the acquisition date were adjusted
for funds consumed by the operations during the interim period between the
measurement and acquisition dates. Details of investment on the acquisition
date are as follows:
<TABLE>
<CAPTION>
(in thousands)
--------------
<S> <C>
Fair value of assets acquired,
other than cash and cash equivalents $ 31,836
Liabilities assumed (19,333)
Deferred credit - operating loss
indemnification (23,643)
--------
Cash and cash equivalents acquired $ 11,140
========
</TABLE>
In addition to the cash acquired at the acquisition date,
a balance of 44.1 million Deutsche marks (approximately U.S.
$28.5 million) was receivable from the Treuhandanstalt in regard to the
original cash contribution during fiscal 1995 and 1994. Of the funds provided
by the Treuhandanstalt since the acquisition date, 37.6 million Deutsche marks
(approximately U.S. $25.2 million) were consumed by operating losses from May
3, 1994 to January 31, 1996 and 23.1 million Deutsche marks (approximately U.S.
$16.0 million) were used to fund the pre-existing capital investment program.
<PAGE> 9
Note E - 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 buildings 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 actual 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>
Fiscal Quarters Deutsche Marks U.S. Dollars
--------------- -------------- ------------
(in thousands)
<S> <C> <C>
Amounts Amortized
- -----------------
FISCAL 1994
Third quarter, 1994 DM 3,297 $ 2,044
Fourth quarter, 1994 7,015 4,422
---------- --------
TOTAL FISCAL 1994 DM 10,312 $ 6,466
FISCAL 1995
First quarter, 1995 DM 6,855 $ 4,419
Second Quarter, 1995 6,500 4,470
Third quarter, 1995 5,410 3,879
Fourth quarter, 1995 4,745 3,327
---------- --------
TOTAL FISCAL 1995 DM 23,510 $ 16,095
FISCAL 1996
First quarter, 1996 DM 3,745 $ 2,617
---------- --------
TOTAL AMORTIZED DM 37,567 $ 25,178
========== ========
Remainder (Balance Sheet)
FISCAL 1996
Second quarter, 1996 DM 1,504 $ 1,010
========== ========
</TABLE>
ORSTA Hydraulik income statement for the three months ended January 31,
1996 and the three months ended January 31, 1996 follows:
<TABLE>
<CAPTION>
Three Months Ended
January 31,
1996 1995
------ ------
(in thousands)
<S> <C> <C>
Sales $ 9,302 $ 7,926
Cost of products sold 9,846 9,440
Less: negative goodwill (2,617) (4,419)
-------- --------
Total cost of products sold 7,229 5,021
-------- --------
Gross profit 2,073 2,905
Selling, administrative and
general expense 2,169 2,656
-------- --------
Operating (loss) profit $ (96) $ 249
======== ========
</TABLE>
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
First Quarter 1996 Compared To First Quarter 1995
- -------------------------------------------------
Record first quarter revenues were realized by the Company, the fifth
highest quarterly sales reported by the Corporation. Consolidated net revenues
of $147,966,000 during the first three months of fiscal 1996 were $12,659,000
or 9 percent higher than the same period last year. Despite this performance,
net income of $5,253,000 was $867,000 or 14 percent lower than the record first
quarter performance reported by the Company twelve months ago.
Record first quarter revenues from operations in the United States of
$78,890,000 were $1,779,000 or 2 percent higher than last year as revenue gains
were realized in the Construction Machinery and Equipment, Specialized
Industrial Components and Filtration Products market segments served by the
Company. These gains were significantly offset by erosion in the Mining and
Transportation market segments. The domestic Metal Products group realized a
12 percent gain in revenues over the same period last year, reporting record
first quarter sales. The Fluid Purification group recorded a 7 percent gain in
revenues over the same period last year, reporting its highest first quarter
sales since fiscal 1989. Meanwhile, the Hydraulic Systems group reported a 2
percent decline in sales generated in the United States compared to the first
three months of fiscal 1995, when it reported record first quarter shipments.
Revenues reported by foreign operations in the current quarter of $69,076,000
were $10,880,000 or 19 percent higher than the same period last year.
Double-digit percentage gains were realized by both the Astron Building Systems
Division and the foreign units of the Fluid Purification group, with both units
reporting record first quarter sales volumes. Astron's 43 percent increase in
revenues over the same period last year resulted in the sixth highest quarterly
sales in its history. Meanwhile, the Hydraulic Systems group reported a 5
percent increase in revenues over the same period last year. Adjusted for
fluctuating currency exchange rates and due to a weaker U.S. dollar, foreign
revenues would have been $2,526,000 or 4 percent lower at last year's average
exchange rates. On a parity adjusted basis, significant year-over-year gains
realized by Mobile, Heavy Construction and Buildings and Filtration Products
market segments were partially offset by softening markets in the Construction
Machinery and Equipment and Specialized Industrial Components segments.
<PAGE> 12
Consolidated gross profit of $42,611,000 was $1,150,000 or 3 percent
higher than the same period last year on the strength of increased sales
volume. Gross profit margins decreased almost two percentage points. Expenses
incurred to develop, engineer and market new products, along with the
disruptive effects of relocating two operations in the United States and
Germany into new facilities adversely impacted profit margins.
Included in cost of sales for 1994 were nonrecurring charges of $4.2
million for the separation of employees, closure of facilities, writedown of
unrecoverable fixed assets and other incremental costs necessary to complete
this consolidation effort. No additional charges have been recorded since
October 31, 1994. As of January 31, 1996 the cash consumed thus far totals
$2.5 million, while the remaining accrued liability amounts to $1.2 million.
Selling and administrative expenses of $34,887,000 were $3,076,000 or
10 percent higher than the same period last year. Adjusted for changes in
foreign currency exchange rates, operating expenses were 7 percent higher than
the same period last year. Late last year, the Company initiated an aggressive
program to broaden market penetration in all its product lines. Considerable
expense incurred by the Company associated with the establishment of sales and
engineering capability is expected to position the Corporation for future
growth in an emerging global market.
Operating income during the current period of $7,724,000 was
$1,926,000 or 20 percent lower than the first three months of fiscal 1995. The
Metal Products and Fluid Purification groups realized year-over-year gains in
operating results, with Metal Products operations in the United States
reporting record first quarter earnings. Meanwhile, both domestic and foreign
operations in the Hydraulic Systems group recorded lower operating profits, due
principally to reduced sales volumes and the impact of relocating two cylinder
operations into modern manufacturing facilities.
During the first three months of fiscal 1996, nonoperating expenses of
$672,000 were $812,000 or 55 percent lower than last year, due principally to
the reduction of foreign currency losses realized as a result of fluctuating
exchange rates and gains realized on the disposal of assets in Europe as part
of a continuing reorganization by the Company. During the first quarter of the
current fiscal period, interest expense of $1,459,000 was $156,000 lower than
the first three months of fiscal 1995 and interest income of $327,000 was
$148,000 lower than last year, as the Corporation experienced a general
decrease in short-term borrowings and falling interest rates over the past
year.
<PAGE> 13
The Company's effective income tax rate of 26 percent during the first
quarter of the current period remains relatively unchanged from last year, with
the continued utilization of tax loss carryforwards awarded with the ORSTA
acquisition in fiscal 1994 and the favorable tax impact of reserve contracts in
the United States.
FINANCIAL CONDITION
- -------------------
Cash and cash equivalents decreased $11,014,000 during the first
quarter of fiscal 1996. Operating performance netted cash used by operating
activities of $1,809,000 compared to $10,650,000 last year. Cash used by
investing activities of $6,236,000, compared to $362,000 in fiscal 1995, was
higher due to the receipt of $6,967,000 last year from the German government as
part of a planned capital expenditure program. Overall, capital expenditures
of $6,803,000 during the current period were $320,000 or 5 percent higher than
the first quarter of fiscal 1995. The Company continues to diligently monitor
its capital spending requirements in light of current market trends and
economic conditions.
Internal cash flows are expected to continue to be sufficient to
provide the necessary resources to support operating requirements and to
finance capital expenditure programs. Supplemental borrowings against existing
credit facilities will also be utilized as needed to finance the capitalization
programs.
Net trade customer orders received of $160,661,000 during the first
three months of the current fiscal period were 2 percent higher than the same
period last year, adjusted for foreign currency exchange differences, and 3
percent higher than bookings during the fourth quarter of fiscal 1995, parity
adjusted. Current period orders received by the Fluid Purification group in
the United States were 9 percent higher than the first quarter of last year,
while domestic Hydraulic Systems group bookings remained relatively the same
and United States Metal Products group net orders received were 3 percent lower
than last year. Net trade bookings received overseas were slightly higher than
last year, adjusted for parity differences. While the foreign Hydraulic
Systems and Fluid Purification groups both reported double-digit percentage
gains in orders received, Astron Division orders in Europe were down 15 percent
from last year, all adjusted for fluctuations in foreign currencies.
Despite record first quarter shipments generated in the current fiscal
period, trade bookings received outpaced revenues on a consolidated basis.
Worldwide backlog of $176,978,000 is at its highest level in four months. The
amount of uncompleted orders is 7 percent higher than the balance at the end of
fiscal 1995 and 3 percent higher than the ending order backlog 12 months ago,
both adjusted for foreign currency exchange rate differences.
<PAGE> 14
A general slowing is appearing in those industries served by the
Corporation, due principally to slackening of demand in the domestic housing
and durable goods product segments and the near-term uncertainty of certain
economic indicators in Europe and Japan. However, a strong customer ending
order backlog, along with new market and application development in the current
fiscal year and manufacturing enhancements due to capitalization and
restructuring, are major factors in the optimism that the Company will surpass
the records established in fiscal 1995.
<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,
------------------
1996 1995
---- ----
<S> <C> <C>
Primary
- -------
Average shares outstanding. . . . . . . . . . 15,444 15,255
Net effect of dilutive stock options -
based on the treasury stock method
using average market price . . . . . . . . 160 200
------ ------
Total . . . . 15,604 15,455
======= =======
Net income. . . . . . . . . . . . . . . . . . $ 5,253 $ 6,120
Preferred stock dividends and adjustments . . (521) (522)
------ ------
Income applicable to common stock . . . . . . $ 4,732 $ 5,598
======= =======
Per share amount. . . . . . . . . . . . . . . $0.30 $0.36
======= =======
Fully Diluted
- -------------
Average shares outstanding. . . . . . . . . . 15,444 15,255
Net effect of dilutive stock options -
based on the treasury stock method
using the period end price, if higher
than average market price. . . . . . . . . 170 219
Common share equivalents:
Series B Preferred . . . . . . . . . . . . 1,301 1,306
------ ------
Total . . . . 16,915 16,780
======= =======
Net income. . . . . . . . . . . . . . . . . . $ 5,253 $ 6,120
Preferred stock (Series B) dividends
rate adjustment. . . . . . . . . . . . . . (345) (359)
------ ------
Income applicable to common stock . . . . . . $ 4,908 $ 5,761
======= =======
Per share amount. . . . . . . . . . . . . . . $ 0.29 $ 0.34
======= =======
</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 7, 1996 By /s/Hubert Jacobs van Merlen
-----------------------------
Hubert Jacobs van Merlen
Senior Vice President and
Chief Financial Officer
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