<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, 1997 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)
(330) 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--14,088,277 shares as of February 28, 1997
----------
- --------------------------------------------------------------------------------
<PAGE> 2
INDEX
COMMERCIAL INTERTECH CORP.
Part I. Financial Information
Item 1. Financial Statements (Unaudited)
Consolidated condensed balance sheets - January 31, 1997
and October 31, 1996
Consolidated condensed statements of income - Three months ended
January 31, 1997 and 1996
Statements of consolidated cash flows - Three months ended
January 31, 1997 and 1996
Notes to consolidated condensed financial statements -
January 31, 1997
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>
<CAPTION>
PART I. FINANCIAL INFORMATION
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS (unaudited)
(Thousands of dollars) January 31, October 31,
1997 1996
ASSETS -----------------------
- ------
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . $ 23,215 $ 27,552
Accounts receivable, less allowance
(1997-$1,953; 1996-$1,724) . . . . . . . . . 69,373 70,399
Inventories . . . . . . . . . . . . . . . . . . 60,125 58,129
Deferred income tax benefits. . . . . . . . . . 15,095 15,515
Prepaid expenses. . . . . . . . . . . . . . . . 5,572 4,012
Receivable from discontinued operations . . . . 6,637 10,184
Dividend receivable from discontinued
operations . . . . . . . . . . . . . . . . . 2,187 4,612
------- --------
TOTAL CURRENT ASSETS 182,204 190,403
PROPERTY, PLANT AND EQUIPMENT. . . . . . . . . . . 211,880 196,909
Less allowance for depreciation . . . . . . . . 106,364 100,289
-------- --------
105,516 96,620
NONCURRENT ASSETS:
Intangible assets . . . . . . . . . . . . . . . 41,473 9,051
Pension assets. . . . . . . . . . . . . . . . . 37,751 37,371
Other assets. . . . . . . . . . . . . . . . . . 2,702 3,671
-------- --------
TOTAL NONCURRENT ASSETS 81,926 50,093
-------- --------
TOTAL ASSETS $369,646 $337,116
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Bank loans. . . . . . . . . . . . . . . . . . . $ 501 $ 2,745
Accounts payable and accrued expenses . . . . . 90,158 105,939
Accrued income taxes. . . . . . . . . . . . . . 3,531 4,385
Dividends payable . . . . . . . . . . . . . . . 2,518 2,449
Current portion of long-term debt . . . . . . . 8,129 705
-------- --------
TOTAL CURRENT LIABILITIES 104,837 116,223
NONCURRENT LIABILITIES:
Long-term debt. . . . . . . . . . . . . . . . . 136,619 93,415
Deferred income taxes . . . . . . . . . . . . . 15,954 15,495
Postretirement benefits . . . . . . . . . . . . 24,676 24,822
-------- --------
TOTAL NONCURRENT LIABILITIES 177,249 133,732
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: 1997 - 1,039,657 shares
1996 - 1,039,657 shares. . . . . 24,172 24,172
Common stock, $1 par value:
Authorized: 30,000,000 shares
Issued: 1997 - 13,810,127 shares (excluding
2,219,994 in treasury); 1996 - 13,559,579
shares (excluding 2,211,868 in treasury). 13,810 13,560
Capital surplus . . . . . . . . . . . . . . . . 1,182 0
Retained earnings . . . . . . . . . . . . . . . 68,588 67,808
Deferred compensation . . . . . . . . . . . . . (16,337) (17,594)
Translation adjustment. . . . . . . . . . . . . (3,855) (785)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 87,560 87,161
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $369,646 $337,116
======== ========
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited)
THREE MONTHS ENDED
(Thousands of dollars) January 31,
------------------
1997 1996
---- ----
<S> <C> <C>
Net sales . . . . . . . . . . . . . . . . $116,716 $106,962
Less costs and expenses:
Cost of products sold. . . . . . . . . 88,403 80,109
Selling, administrative and
general expenses. . . . . . . . . . 22,744 21,782
-------- --------
111,147 101,891
-------- --------
Operating income. . . . . . . . . . . . . 5,569 5,071
Nonoperating income (expense):
Interest income. . . . . . . . . . . . 201 331
Interest expense . . . . . . . . . . . (2,635) (1,397)
Foreign currency gains . . . . . . . . 494 182
Other. . . . . . . . . . . . . . . . . 534 224
-------- --------
(1,406) (660)
-------- --------
Income from continuing operations
before income taxes. . . . . . . . . . 4,163 4,411
Income taxes. . . . . . . . . . . . . . . 1,211 1,009
-------- --------
Income from continuing operations . . . . 2,952 3,402
Income from discontinued operations . . . 0 1,851
-------- --------
Net income. . . . . . . . . . . . . . . . $ 2,952 $ 5,253
======== ========
Preferred stock dividend. . . . . . . . . 514 521
-------- --------
Net income applicable to common
stock. . . . . . . . . . . . . . . . . $ 2,438 $ 4,732
======== ========
Earnings per share of common stock:
Primary:
Income from continuing operations. . $0.17 $0.18
Income from discontinued operations. 0.00 0.12
Net income . . . . . . . . . . . . . 0.17 0.30
Fully diluted:
Income from continuing operations. . $0.17 $0.18
Income from discontinued operations. 0.00 0.11
Net income . . . . . . . . . . . . . 0.17 0.29
Cash dividends declared. . . . . . . . $0.135 $0.135
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS (unaudited)
THREE MONTHS ENDED
(Thousands of dollars) January 31,
------------------
1997 1996
---- ----
<S> <C> <C>
OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . $ 2,952 $ 5,253
Adjustments to reconcile net income to net cash
provided by operating activities:
Discontinued operations . . . . . . . . . . . . 0 (1,851)
Provision for depreciation and amortization . . 3,532 2,836
Amortization of deferred credit . . . . . . . . (414) (2,617)
Postretirement benefit. . . . . . . . . . . . . 97 9
Pension plan credits. . . . . . . . . . . . . . (684) (342)
Change in deferred income taxes . . . . . . . . 582 480
Change in current assets and liabilities:
Decrease in accounts receivable. . . . . . . 4,966 7,435
(Increase) in inventories. . . . . . . . . . (122) (1,538)
(Increase) in prepaid expenses and
other current assets. . . . . . . . . . . (1,862) (685)
Decrease in receivable from discontinued
operations. . . . . . . . . . . . . . . . 3,661 0
(Decrease) in accounts payable and
accrued expenses. . . . . . . . . . . . . (12,102) (11,000)
(Decrease) in accrued income taxes . . . . . (480) (881)
-------- --------
Net cash provided (used) by continuing operations . . 126 (2,901)
Net cash (used) by discontinued operations. . . . . . 0 (537)
-------- --------
Net cash provided (used) by operating activities. . . 126 (3,438)
INVESTING ACTIVITIES:
Proceeds from sale of fixed assets. . . . . . . . . . 739 558
Business acquisition. . . . . . . . . . . . . . . . . (39,359) 0
Investment in intangibles . . . . . . . . . . . . . . (644) 0
Capital expenditures. . . . . . . . . . . . . . . . . (2,041) (5,753)
-------- --------
Net cash (used) by investing activities . . . . . . . (41,305) (5,195)
FINANCING ACTIVITIES:
Proceeds from long-term debt . . . . . . . . . . . . 57,814 0
Principal payments on long-term debt . . . . . . . . (12,656) (3,070)
Net borrowings under bank loan agreements . . . . . . (4,784) 5,484
Proceeds from reserve contracts . . . . . . . . . . . 0 290
Conversion of other assets. . . . . . . . . . . . . . (1,409) (57)
Dividends from discontinued operations. . . . . . . . 2,425 0
Dividends paid. . . . . . . . . . . . . . . . . . . . (2,338) (2,670)
-------- --------
Net cash provided (used) by financing activities. . . 39,052 (23)
Effect of exchange rate changes on cash. . . . . . . . . (2,210) (2,445)
-------- --------
Net (decrease) in cash and cash equivalents. . . . . . . (4,337) (11,101)
Cash and cash equivalents at beginning of period . . . . 27,552 32,949
-------- --------
Cash and cash equivalents at end of period . . . . . . . $ 23,215 $ 21,848
======== ========
Supplemental disclosures:
Cash paid during the period for:
Interest . . . . . . . . . . . . . . . . . . . . . $2,894 $ 554
Income taxes . . . . . . . . . . . . . . . . . . . 1,109 2,712
</TABLE>
<PAGE> 6
COMMERCIAL INTERTECH CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited)
January 31, 1997
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, 1997 are not necessarily indicative of the results that may
be expected for the year ended October 31, 1997. 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,
1996.
Note B - Discontinued Operations
- --------------------------------
On July 29, 1996 the Board of Directors of Commercial Intertech Corp.
approved a plan to spin-off the fluid purification business by
declaring a dividend distribution of 100% of the common stock of CUNO
Incorporated ("CUNO") on a pro-rata basis to the holders of Commercial
Intertech common shares (the "Distribution"). Each holder of record of
Commercial Intertech common shares at the close of business on
September 10, 1996, the record date for the Distribution, received one
share of CUNO Common Stock for every one common share of Commercial
Intertech. No fractional shares of CUNO were issued. The net assets and
operating results of CUNO are presented in all the accompanying
consolidated financial statements as a discontinued operation.
In connection with the spin-off, the Board of Directors of Commercial
Intertech declared a dividend of approximately $35,675,000 payable from
the CUNO locations to the parent, and immediately prior to the
Distribution, CUNO assumed $30,000,000 of Commercial Intertech's debt
in the form of a dividend.
The Company and CUNO have entered into a Tax Allocation Agreement in
connection with the distribution. In addition, the Company and CUNO
have entered into a Distribution and Interim Services Agreement
which provides that certain services which have historically been
provided to CUNO by the Company will continue to be provided following
the Distribution Date, at rates specified in such agreement, for a
period of up to twelve months.
<PAGE> 7
Note C - Long-Term Debt
- -----------------------
In November, 1996, the Company used approximately $27.0 million of the
senior revolving credit and term loan facilities negotiated at the end
of fiscal 1996 to finance the acquisition (including working capital)
of Ultra Hydraulics Limited. In addition to the $27.0 million,
approximately $22.0 million was financed with loan notes to the
principal owners of Ultra Hydraulics at LIBOR less one percentage
point. The loan notes are guaranteed by the senior revolving credit and
term loan agreement.
Note D - 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 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> 8
<TABLE>
<CAPTION>
Note E - Inventories
- --------------------
Inventories consisted of the following:
January 31, October 31,
1997 1996
----------- -----------
(in thousands)
<S> <C> <C>
Raw materials $22,805 $21,090
Work-in-process 26,395 27,353
Finished goods 10,925 9,686
------- -------
$60,125 $58,129
======= =======
</TABLE>
Note F - Segment Reporting
- --------------------------
The Company is engaged in the design, manufacture and sale of products
in two segments:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JANUARY 31,
------------------
1997 1996
---- ----
(in thousands)
(THOUSANDS OF DOLLARS)
HYDRAULIC SYSTEMS
<S> <C> <C>
Net sales $ 78,207 $ 66,549
Operating income 3,431 4,013
BUILDING SYSTEMS AND METAL PRODUCTS
Net sales $ 38,509 $ 40,413
Operating income 2,138 1,058
TOTAL
Net sales $116,716 $106,962
Operating income 5,569 5,071
Percent to sales 4.8% 4.7%
</TABLE>
<PAGE> 9
Note G - Acquisitions
- ---------------------
On November 18, 1996, the Company reported it acquired all of the
outstanding common stock of Ultra Hydraulics Limited through its wholly
owned subsidiary, Commercial Intertech Limited, located in the United
Kingdom. Ultra Hydraulics is headquartered near Gloucester, England and
employs more than 300 men and women in the United Kingdom and the
United States. The acquisition was accounted for as a purchase
transaction and included in the accompanying financial statements since
the acquisition date.
The initial purchase price for the stock of Ultra Hydraulics was
approximately $39.4 million. The purchase price was determined by arm's
length negotiation between the parties. The initial purchase price is
subject to adjustments based upon audit.
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FIRST QUARTER 1997 COMPARED TO FIRST QUARTER 1996
- -------------------------------------------------
On July 29, 1996, the Company's Board of Directors declared a dividend
to Commercial Intertech common shareholders of 100 percent of the common stock
of CUNO Incorporated, its fluid filtration and purification subsidiary. The new
CUNO shares were distributed on the basis of one common share of CUNO for each
Commercial Intertech common share outstanding, payable to holders of record as
of the close of business on August 9, 1996. On September 9, 1996, the SEC and
Nasdaq approved the CUNO shares for trading on the stock exchange. The CUNO
financial results and net assets have been restated and reported as a
discontinued operation in the accompanying consolidated financial statements.
Record first quarter revenues were reported by the Company.
Consolidated net revenues of $116,716,000 during the first three months of
fiscal 1997 were $9,754,000 or 9 percent higher than the same period last year.
Income from continuing operations of $2,952,000 was $450,000 or 13 percent lower
than the first quarter of fiscal 1996.
Record first quarter revenues from operations in the United States of
$64,646,000 were $5,209,000 or 9 percent higher than last year. Both of the
Corporation's business segments reported record first quarter revenues. The
domestic Hydraulic Systems Group netted revenues of $50,368,000, an 11 percent
increase in shipments over last year, while the domestic Metal Products Group
recorded slightly higher sales over last year's previous first quarter record
performance. Revenues reported by foreign operations in the current quarter of
$52,070,000 were $4,545,000 or 10 percent higher than the first quarter of
fiscal 1996. The foreign Hydraulic Systems Group reported record sales of
$27,839,000 in the first quarter of this year with revenue gains realized by all
market segments served by this segment, while the Astron Division reported a
decrease of 7 percent. Total foreign revenues would have been $812,000 or
2 percent higher adjusted for the effects of exchange rate differences.
Consolidated gross profit of $28,313,000 was $1,460,000 or 5 percent
higher than the same period last year on the strength of increased sales volume
as gross profit margins decreased almost one percentage point. Expenses incurred
to develop new products and a slow start for operations acquired in the United
Kingdom adversely impacted gross profit margins for the period.
<PAGE> 11
Selling, administrative and general expenses of $22,744,000 were
$962,000 or 4 percent higher than last year. Nearly all of the year-over-year
increase resulted from the added operating expenses associated with acquired
businesses. The Company continues an aggressive program to broaden market
penetration in all its product lines. Increased expenses incurred by the Company
associated with maintaining its sales and engineering capabilities is expected
to position the Company for future growth in an emerging global market.
Operating income during the current quarter of $5,569,000 was $498,000
or 10 percent higher than the same period last year. The Metal Products Group
reported a significant improvement in operating income over the first quarter of
1996. The domestic Metal Stampings business repeated the excellent operating
performance achieved last year. The Astron Division realized a significant gain
in earnings despite adverse weather conditions, which hampered shipping activity
during the current period. Included in the current quarter results for the
Hydraulic Systems Group is a $0.4 million subsidy extension negotiated with the
German federal government. The $0.4 million subsidy recognized in the first
quarter of 1997 compares to $2.6 million amortization of deferred credit during
the same period last year.
During the first three months of fiscal 1997, nonoperating expenses of
$1,406,000 were $746,000 or 113 percent higher than last year. Interest expense
of $2,635,000 was $1,238,000 higher than last year, due principally to debt
incurred to fund the repurchase of 2.0 million common shares, to purchase the
outstanding loans of the Company's Employee Stock Ownership Plan ("ESOP"), and
to fund the acquisition of Ultra Hydraulics Limited, located in the United
Kingdom, on November 16, 1996. Foreign currency gains realized due to
fluctuating exchange rates and gains on the disposal of assets, principally in
the United States, offset a portion of the increased interest expense.
Meanwhile, interest income of $201,000 was $130,000 lower than last year, as the
Company experienced a general decrease in interest rates over the past year.
The Corporation's effective income tax rate of 29 percent during the
first quarter of fiscal 1997 is higher than the same period last year. The
Company continues to utilize tax loss carryforwards in Germany. Income from
discontinued operations in the first quarter of fiscal 1996 of $1,851,000, net
of income taxes, relate to the CUNO operations which were spun-off by the
Company in September 1996.
<PAGE> 12
FINANCIAL CONDITION
- -------------------
Cash and cash equivalents decreased $4,337,000 during the first quarter
of fiscal 1997. Operating performance netted cash provided by continuing
operations of $126,000 compared to cash used of $2,901,000. Cash used by
discontinued operations during the first three months of fiscal 1996 was
$537,000. Cash used by investing activities of $41,305,000, compared to
$5,195,000 last year, was higher due to the acquisition of Ultra Hydraulics
Limited in the first quarter, fiscal 1997. Capital expenditures of $2,041,000
were 65 percent lower than the first quarter of fiscal 1996. The Corporation
continues to diligently monitor its capital spending requirements in light of
current market trends and economic conditions. Cash provided by financing
activities was over $39,000,000 higher than last year due principally to long
term debt incurred as part of the recent Ultra Hydraulics acquisition.
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 capital spending
programs.
All-time record customer orders of $145,550,000 were received during
the first three months of fiscal 1997, shattering the previous record of
$124,443,000 reported during the third quarter of fiscal 1996. Net bookings
received during the current fiscal quarter were 27 percent higher than the same
period last year, adjusted for foreign currency exchange differences, and
32 percent higher than orders received during the fourth quarter of fiscal 1996,
parity adjusted. Current period orders received by the Hydraulic Systems Group
in the United States were 15 percent higher than the same period last year,
while bookings received overseas were 28 percent higher than fiscal 1996,
adjusted for parity differences. While domestic Metal Products Group orders
received were only slightly lower than last year, orders received by the Astron
Division overseas were 79 percent higher than the first three months of fiscal
1996, adjusted for fluctuations in foreign currencies.
Worldwide ending order backlog of $180,908,000 is at its highest level
in the Company's 76-year history. The amount of unshipped orders is 32 percent
higher than the balance at the end of fiscal 1996 and 15 percent higher than the
ending order backlog 12 months ago, both adjusted for foreign currency exchange
rate differences.
<PAGE> 13
The Company expects year-over-year gains in both revenues and income
for its business units in fiscal 1997. This optimism is based on expectations
for moderate growth in the U.S. economy, the imminent launch of a series of new
product offerings and continuing success in its efforts to lower its cost of
operations. Improved business conditions in Europe and other foreign markets
served by the Company, and the recent extension of operating subsidies from the
German government for our facilities located in that country further enhance the
opportunity for substantial growth in earnings for 1997.
FORWARD-LOOKING INFORMATION
- ---------------------------
Forward-looking statements contained in this 10-Q government filing are
made pursuant to the safe harbor provision of the Private Securities Litigation
Reform Act of 1995. The Company cautions that a number of important factors
could cause the Company's actual results for 1997 and beyond to differ
materially from those expressed in any forward-looking statements made by or on
behalf of the Company. These important factors include, without limitation,
demand for the Company's products; the Company's ability to manufacture
commercial quantities of its products on an efficient and cost effective basis;
competition by rival developers of hydraulic systems and building systems and
metal products; changes in technology; customer preferences; growth in the
hydraulic systems and building systems and metal products industries and general
economic business conditions. These important factors and other factors which
could affect the Company's results are detailed in the Company's filings with
the Securities and Exchange Commission and are included herein by reference. The
Company assumes no obligation to update the information in this filing.
<PAGE> 14
PART II. OTHER INFORMATION
<TABLE>
<CAPTION>
Item 6. Exhibits and reports on Form 8-K
(a) Exhibit I - computation of per share earnings (unaudited)
(in thousands, except per share data)
Three Months Ended
January 31,
------------------
1997 1996
---- ----
Primary
- -------
<S> <C> <C>
Average shares outstanding.................... 13,703 15,444
Net effect of dilutive stock options -
based on the treasury stock method
using average market price................ 420 159
------- -------
Total................................. 14,123 15,603
======= =======
Income from continuing operations..... $ 2,952 $ 3,402
Preferred stock dividends and adjustments..... (514) (521)
------- -------
Income applicable to common stock............. $ 2,438 $ 2,881
======= =======
Per share amount.............................. $0.17 $0.18
======= =======
Income from discontinued operations........... $ 0 $ 1,851
======= =======
Per share amount.............................. $0.00 $0.12
======= =======
Net Income ................................... $ 2,952 $ 5,253
Preferred stock dividends and adjustments..... (514) (521)
------- -------
Income applicable to common stock............. $ 2,438 $ 4,732
======= =======
Per share amount.............................. $0.17 $0.30
======= =======
Fully Diluted
- -------------
Average shares outstanding.................... 13,703 15,444
Net effect of dilutive stock options -
based on the treasury stock method
using the period end price, if
higher than average market price.......... 424 170
Common share equivalents:
Series B Preferred........................ 3,143 1,301
------- -------
Total ................................ 17,270 16,915
======= =======
Income from continuing operations............. $ 2,952 $ 3,402
Preferred stock (Series B) dividends
rate adjustment............................ (89) (345)
------- -------
Income applicable to common stock............. $ 2,863 $ 3,057
======= =======
Per share amount.............................. $0.17 $0.18
======= =======
Income from discontinued operations........... $ 0 $ 1,851
======= =======
Per share amount.............................. $0.00 $0.11
======= =======
Net Income.................................... $ 2,952 $ 5,253
Preferred stock (Series B)
dividends rate adjustment.................. (89) (345)
------- -------
Income applicable to common stock............. $ 2,863 $ 4,908
======= =======
Per share amount.............................. $0.17 $0.29
======= =======
</TABLE>
<PAGE> 15
Exhibit 27 - Financial Data Schedule
(b) Form 8-K - Date of Report - November 18, 1996
Item 2. Acquisition or Disposition of Assets
a) Reported purchase of Ultra Hydraulics Limited
Item 7. Financial Statements, Pro Forma Financial
Information And Exhibits
Not Required
<PAGE> 16
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 12, 1997 By /s/Steven J. Hewitt
---------------- ----------------------
Steven J. Hewitt
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-31-1997
<PERIOD-START> NOV-01-1996
<PERIOD-END> JAN-31-1997
<CASH> 23,215
<SECURITIES> 0
<RECEIVABLES> 71,326
<ALLOWANCES> 1,953
<INVENTORY> 60,125
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0
24,172
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<INCOME-TAX> 1,211
<INCOME-CONTINUING> 2,952
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<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,952
<EPS-PRIMARY> .17
<EPS-DILUTED> .17
</TABLE>
