<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------------------------------------
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the Quarter Ended Commission File Number
March 31, 1996 0-15045
BHA Group, Inc.
------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1416730
- -------------------------------------- -------------------------------------
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)
8800 East 63rd Street, Kansas City, Missouri 64133
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (816) 356-8400
----------------------
Indicate by checkmark 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 twelve 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 April 30, 1996, the number of shares outstanding of the Registrant's
Common Stock was 5,464,469.
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
BHA GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
March 31,
1996 September 30,
ASSETS (Unaudited) 1995
---------- ------------------ -------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,257,268 $ 2,316,677
Accounts receivable, less allowance for doubtful receivables
of $967,000 and $830,000, respectively 20,645,395 19,074,975
Inventories (note 2) 15,189,113 14,864,490
Prepaid expenses 1,327,483 856,488
Deferred income taxes 860,000 860,000
------------------ -------------------
Total current assets 40,279,259 37,972,630
------------------ -------------------
Property, plant and equipment, at cost:
Land and improvements 955,255 955,255
Buildings and improvements 15,381,440 14,479,697
Machinery and equipment 24,680,046 23,885,716
Office furniture, fixtures and equipment 2,700,745 2,569,224
------------------ -------------------
Total 43,717,486 41,889,892
Less accumulated depreciation and amortization 18,845,221 17,127,848
------------------ -------------------
Net property, plant and equipment 24,872,265 24,762,044
------------------ -------------------
Other assets 8,964,687 9,054,166
------------------ -------------------
Total $ 74,116,211 $ 71,788,840
================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current installments of long-term debt $ 565,790 $ 756,696
Accounts payable 4,323,422 6,299,344
Accrued compensation and employee benefit costs 3,029,951 4,059,919
Accrued expenses and other current liabilities 1,798,730 1,245,657
Income taxes payable 647,192 724,379
------------------ -------------------
Total current liabilities 10,365,085 13,085,995
------------------ -------------------
Long-term deferred income taxes 2,390,000 2,364,000
Long-term debt, excluding current installments 12,025,323 9,898,683
Shareholders' equity:
Common stock $0.01 par value.
Authorized 20,000,000 shares; issued 6,436,069 and
6,426,302, respectively 64,361 64,263
Additional paid-in capital 25,050,830 24,923,428
Retained earnings 36,112,458 33,194,128
Foreign currency translation adjustment 78,501 280,441
Unearned compensation (366,561) (418,312)
Less cost of 971,600 shares of common stock
in treasury (11,603,786) (11,603,786)
------------------ -------------------
Total shareholders' equity 49,335,803 46,440,162
------------------ -------------------
$ 74,116,211 $ 71,788,840
================== ===================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net sales $ 31,202,227 $ 30,264,138
Cost of sales 22,264,298 22,182,845
-------------------- --------------------
Gross margin 8,937,929 8,081,293
-------------------- --------------------
Operating expenses
Selling and advertising expense 3,182,263 2,723,306
General and administrative expense 2,826,756 2,687,059
-------------------- --------------------
Total operating expenses 6,009,019 5,410,365
-------------------- --------------------
Operating income 2,928,910 2,670,928
-------------------- --------------------
Interest income (2,314) (8,775)
Interest expense 210,690 109,006
-------------------- --------------------
Earnings before income taxes 2,720,534 2,570,697
-------------------- --------------------
Income taxes 980,000 990,000
-------------------- --------------------
Net earnings $ 1,740,534 $ 1,580,697
==================== ====================
Weighted average number of common shares
outstanding 5,594,904 5,785,393
Earnings per share of common stock $.31 $.27
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Net sales $ 58,901,260 $ 57,522,492
Cost of sales 41,868,163 42,188,661
-------------------- --------------------
Gross margin 17,033,097 15,333,831
-------------------- --------------------
Operating expenses
Selling and advertising expense 6,140,779 5,244,945
General and administrative expense 5,420,799 5,178,451
-------------------- --------------------
Total operating expenses 11,561,578 10,423,396
-------------------- --------------------
Operating income 5,471,519 4,910,435
Interest income (10,927) (29,320)
Interest expense 376,280 118,101
-------------------- --------------------
Earnings before income taxes 5,106,166 $ 4,821,654
-------------------- --------------------
Income taxes 1,860,000 1,830,000
-------------------- --------------------
Net earnings $ 3,246,166 $ 2,991,654
-------------------- --------------------
Weighted average number of common shares
outstanding 5,593,777 5,932,614
Earnings per share of common stock $.58 $.50
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings: $ 3,246,166 $ 2,991,654
Adjustment to reconcile net earnings to net cash provided
(used) by operating activities:
Depreciation and amortization 2,108,603 2,296,255
Provision for deferred income taxes 26,000 --
Changes in assets and liabilities, net of amounts in business
acquired:
Accounts receivable (1,570,420) (3,403,051)
Inventories (324,623) (2,763,292)
Prepaid expenses (470,995) (105,019)
Accounts payable (1,975,922) (1,113,165)
Accrued expenses and other liabilities (349,395) 1,204,380
Income taxes payable (77,187) (149,552)
----------------- ------------------
Net cash provided (used by) operating activities 612,227 (1,041,790)
----------------- ------------------
Cash flows from investing activities:
Acquisition of property, plant and equipment (1,827,594) (5,985,984)
Acquisition of product rights and other intangible assets (250,000) (200,000)
----------------- ------------------
Net cash used in investing transactions (2,077,594) (6,185,984)
----------------- ------------------
Cash flows from financing activities:
Payment of cash dividend on common stock (327,836) (351,871)
Purchase of treasury stock -- (5,817,446)
Proceeds from borrowings under bank term note -- 2,500,000
Net proceeds from borrowings under revolving bank lines
of credit 2,126,640 4,725,000
Repayments of long-term debt and other long-term liabilities (190,906) (152,936)
----------------- ------------------
Net cash provided by financing activities 1,607,898 902,747
----------------- ------------------
Effect of exchange rate changes (201,940) 249,248
----------------- ------------------
Net decrease in cash and cash equivalents (59,409) (6,075,779)
Cash and cash equivalents at beginning of period 2,316,677 6,796,976
----------------- ------------------
Cash and cash equivalents at end of period $ 2,257,268 $ 721,197
================= =================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
1996 1995
---- ----
<S> <C> <C>
Common stock:
Balance at beginning period $ 64,263 $ 63,800
Issuance of 9,767 and 45,000 shares of common
stock in 1996 and 1995 98 450
--------------------- ---------------------
Balance at end of period 64,361 64,250
--------------------- ---------------------
Additional paid-in capital:
Balance at beginning of period 24,923,428 24,402,261
Excess over par value of common stock issued 127,402 517,050
--------------------- ---------------------
Balance at end of period 25,050,830 24,919,311
--------------------- ---------------------
Retained earnings:
Balance at beginning of period 33,194,128 27,925,706
Net earnings for the period 3,246,166 2,991,654
Dividends of $.06 per share paid on common stock
during 1996 and 1995 (327,836) (351,871)
--------------------- ---------------------
Balance at end of period 36,112,458 30,565,489
--------------------- ---------------------
Foreign currency translation adjustment:
Balance at beginning of period 280,441 37,986
Equity adjustment from foreign currency translation (201,940) 249,248
--------------------- ---------------------
Balance at end of period 78,501 287,234
--------------------- ---------------------
Unearned compensation:
Balance at beginning of period (418,312) --
Issuance of 45,000 shares of restricted stock in 1995 -- (517,500)
Compensation expense 51,751 47,438
--------------------- ---------------------
Balance at end of period (366,561) (470,062)
--------------------- ---------------------
Treasury Stock:
Balance at beginning of period (11,603,786) (3,566,462)
Acquisition of 457,700 shares of common stock,
at cost during 1995 -- (5,817,446)
--------------------- ---------------------
Balance at end of period (11,603,786) (9,383,908)
--------------------- ---------------------
Total shareholders' equity $49,335,803 $45,982,314
===================== =====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) BASIS OF PRESENTATION
These condensed consolidated financial statements reflect all adjustments
(consisting of normal recurring adjustments) which, in the opinion of
management, are necessary to present fairly the financial position, results of
operations and cash flows for the periods presented in conformity with generally
accepted accounting principles applied in a consistent basis.
These statements should be read in conjunction with the Notes to Consolidated
Financial Statements contained in BHA Group, Inc.'s Annual Report to
Shareholders for the fiscal year ended September 30, 1995, and with Management's
Discussion and Analysis of Results of Operations and Financial Condition
appearing within this quarterly report.
(2) INVENTORY VALUATION
BHA Group, Inc. values its inventory at the lower of cost or market. Cost
is determined using the first-in, first-out (FIFO) method.
Components of inventories at March 31, 1996 and September 30, 1995 were as
follows:
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1996 1995
<S> <C> <C>
Raw materials $ 9,628,299 $ 9,223,825
Work-in-process 842,753 1,580,177
Finished goods 4,718,061 4,060,488
------------- -------------
Total $15,189,113 $14,864,490
=========== ===========
</TABLE>
<PAGE>
<PAGE>
BHA GROUP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
NET SALES
Net sales for the six months ended March 31, 1996, for BHA Group, Inc. ("BHA" or
the "Company") increased 2% compared to the same period a year ago. The increase
was attributable to higher BHA Group International, Inc. ("BGI") and BHA
Company, Inc. ("BHA Company") sales offset by lower PrecipTech, Inc.
("PrecipTech") sales. BGI sales increased 52% over the same period in the prior
year due to higher sales to the Latin American, Near East, Pacific Rim, and
European markets. Sales to the Latin American markets were strong, due in part
to increased activity in engineered rebuilds within industrial accounts. Sales
to the Near East and Pacific Rim continued to be strong in the first half of
fiscal 1996 due to BGI's continued focus on developing these areas and the
success of sales and service offices in India and Taiwan. European sales
increased by 17% as sales of fabric filters, pleated products and accessories
all showed improvement. BHA Company sales increased 2% compared to the same
period in the last fiscal year due to higher sales of pleated products and other
accessory replacement parts. PrecipTech sales decreased 27% due to lower sales
of engineered rebuilds to the utility market, which continued to remain sluggish
due to deregulation in the industry.
Net sales for the three months ended March 31, 1996 increased 3% compared to the
same period one year ago. The results reflect higher BGI and BHA Company sales
offset by lower PrecipTech sales.
GROSS MARGIN
Gross margin as a percentage of sales was 28.9% for the six months ended March
31, 1996, compared to 26.7% for the same period last year. This compares
favorably with the consolidated gross margin as a percentage of sales for the
year ended September 30, 1995 of 27.2%. The improvement in the consolidated
gross margin percentage is primarily attributable to the continued increase in
international sales through BGI, which has been running higher gross margin
percentages than the Company's domestic businesses. The Company's domestic
operations, BHA Company and PrecipTech, also showed increases in gross margin
percentages over the same period in the prior year. BHA Company's gross margin
percentage improved due to a favorable sales mix of replacement parts and
services which included higher sales of newer products. PrecipTech gross margins
increased over the same period a year ago due to a sales mix which favored
replacement parts with higher gross margin percentages than the engineered
rebuild orders executed in the prior year.
Gross margin as a percentage of sales was 28.6% for the three months ended March
31, 1996 compared to 26.7% for the same period one year ago. The three month
period results reflect an increase in higher margin BGI business and improved
gross margin results for BHA and PrecipTech.
OPERATING EXPENSES
Selling and advertising expense as a percentage of sales for the six months
ended March 31, 1996 and 1995 was 10.4% and 9.1%, respectively. The
corresponding percentages for the 1996 and 1995 three month periods were 10.2%
and 9.0%. Selling and advertising expense, expressed in dollars for the six and
three month periods, increased $896,000 and $459,000, respectively, over the
same period in the prior year. These increases were attributable to higher
selling
<PAGE>
<PAGE>
expenses associated with the increase in international business and other costs
to develop new markets and products.
General and administrative expense as a percentage of sales for the six months
ended March 31, 1996 and 1995 was 9.2% and 9.0%, respectively. The corresponding
percentages for the 1996 and 1995 three month periods were 9.1% and 8.9%.
General and administrative expense, expressed in dollars for the six and three
month periods, increased $242,000 and $140,000, respectively, over the same
period in the prior year. The increases were attributable to higher personnel
costs.
INTEREST INCOME/EXPENSE
Interest income for the six months ended March 31, 1996 and 1995 was $11,000 and
$29,000, respectively. Interest expense for the six months ended March 31, 1996
was $376,000, compared to $118,000 for the same period one year ago. Interest
income for the three months ended March 31, 1996 and 1995 was $2,000 and $9,000,
respectively. Interest expense for the three months ended March 31, 1996 was
$210,000, compared to $109,000 for the same period a year ago. The increases in
interest expense for the 1996 periods presented were attributable to higher
borrowings under the Company's credit facilities which were used to fund its
capital and stock repurchase programs.
INCOME TAXES
The Company's effective tax rate for the six months ended March 31, 1996 was
36.4% compared to 38.0% for the same period last year. The effective tax rates
for the 1996 and 1995 three month periods were 36.0% and 38.5%, respectively.
The lower tax rates for the 1996 periods presented were attributable to an
increase in profits arising out of the Company's international activities which
were taxed at lower rates.
NET EARNINGS
Net earnings for the six and three month periods ended March 31, 1996 increased
by 8.5% and 10.1%, respectively, compared to the same periods one year ago.
These increases are attributable to higher sales volumes and gross margin
percentages combined with lower effective income tax rates.
LIQUIDITY AND CAPITAL RESOURCES
Net working capital was $29.9 million at March 31, 1996, compared to $24.9
million at September 30, 1995. Cash was $2.3 million at September 30, 1995 and
March 31, 1996. Cash flow activities for the six months ended March 31, 1996
included $0.6 million in cash from operating activities, a $2.0 million decrease
in cash from investing activities and $1.6 million provided by financing
activities. Investing activities included various fixed asset additions under
the Company's capital program and a final payment relating to a product line
acquisition which was initiated in the prior year. The Company's financing
activities consisted of net borrowings of $2.1 million under the Company's bank
lines of credit , the proceeds of which were used to finance operating and
investing activities.
At March 31, 1996 and September 30, 1995, the Company had unused bank lines of
credit of approximately $7.4 million and $9.2 million, respectively. The Company
had unused short-term foreign exchange borrowing arrangements of approximately
$8.5 million and $8.7 million, respectively, at March 31, 1996 and September 30,
1995. The Company believes that cash flow from operations and available credit
lines will be sufficient to meet its capital needs in the foreseeable future.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
On February 20, 1996, at the Annual Meeting of Shareholders of
BHA Group, Inc.,
(a) The following persons were elected as Directors by the following vote:
<TABLE>
<CAPTION>
AUTHORITY
FOR WITHHELD
<S> <C> <C>
Don H. Alexander 4,330,798 87,175
Robert D. Freeland 4,330,798 87,175
Richard C. Green 4,330,798 87,175
James C, King 4,322,798 95,175
James E. Lund 4,330,491 87,482
Thomas A. McDonnell 4,330,798 87,175
Lamson Rheinfrank, Jr. 4,330,798 87,175
James J. Thome 4,330,380 87,593
Michael T. Zak 4,330,798 87,175
</TABLE>
(b) Voting for the Amendment to the Company's Certificate of Incorporation
to reclassify the Class A Common Stock as "Common Stock," to increase
the authorized shares of Common Stock to 20,000,000 and to eliminate
Class B Common Stock was as follows:
FOR AGAINST WITHHELD NON-VOTE
4,078,131 262,686 26,619 50,537
(c) Voting for the Amendment to the Company's Certificate of Incorporation
to authorize preferred stock was as follows:
FOR AGAINST WITHHELD NON-VOTE
1,374,642 2,438,864 37,498 566,969
(d) Voting for the Amendment to the Company's Certificate of Incorporation
to classify the Board of Directors into three classes with staggered
three-year terms was as follows:
FOR AGAINST WITHHELD NON-VOTE
1,486,365 2,335,057 29,582 566,969
(e) Voting for the Amendment to the Company's Certificate of Incorporation
to prohibit action by written consent of stockholders was as follows:
FOR AGAINST WITHHELD NON-VOTE
1,382,971 2,443,551 35,938 555,514
<PAGE>
<PAGE>
(f) Voting for the ratification of KPMG Peat Marwick as the independent
auditors of the Company for the fiscal year ending September 30, 1996,
was as follows:
FOR AGAINST WITHHELD NON-VOTE
4,360,020 3,408 20,908 33,637
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 3a: Certificate of Amendment
(b) Exhibit 11: Computation of earnings per common share
(c) Exhibit 27: Financial Data Schedule
Reports on Form 8-K:
(d) During the quarter ended March 31, 1996, there were no reports on Form
8-K filed by the Company.
<PAGE>
<PAGE>
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.
BHA GROUP, INC.
(Registrant)
By: /s/ James C. Shay
------------------------------------------
(Signature)
James C. Shay
Treasurer, Principal Financial and
Accounting Officer
May 14, 1996
- ----------------------------------------
Date
By: /s/ James E. Lund
-------------------------------------------
(Signature)
James E. Lund
President and
Chief Executive Officer
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3a Certificate of Amendment
11 Computation of Earnings Per Common Share
27 Financial Data Schedule
<PAGE>
<PAGE>
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BHA GROUP, INC.
BHA GROUP, INC., a corporation duly organized and existing by virtue of the
General Corporation Law of the State of Delaware (the "Corporation"), DOES
HEREBY CERTIFY:
FIRST: The Corporation was originally incorporated in the State of
Delaware on July 11, 1986.
SECOND: At a meeting held on December 13, 1995, resolutions were adopted
by the Board of Directors of the Corporation, in accordance with Section 242
of the General Corporation Law of the State of Delaware, amending and restating
Article FOURTH of the Certificate of Incorporation of the Corporation
and declaring such Amended and Restated Article FOURTH to be advisable and
in the best interests of the stockholders of the Corporation.
THIRD: The holders of a majority of the shares of outstanding capital stock
of the Corporation entitled to vote thereon duly approved such Amended and
Restated Article FOURTH in accordance with Section 242 of the General
Corporation Law of the State of Delaware at the annual meeting of stockholders
held on February 20, 1996.
<PAGE>
<PAGE>
FOURTH: Pursuant to the Amended and Restated Article FOURTH, the Class A
Common Stock, par value $.01 per share ("Class A Common Stock"), has been
reclassified as "Common Stock," the total number of authorized shares of Common
Stock has been established as 20,000,000 shares, and the Class B Common Stock,
par value $.01 per share, of which no shares are currently outstanding, is no
longer authorized. To effect the foregoing, Article FOURTH of the Corporation's
Certificate of Incorporation is hereby amended and restated to read in its
entirety as follows:
"FOURTH: The total number of shares of capital stock
which the Corporation shall have the authority to issue
is 20,000,000 shares of common stock, par value $.01
per share."
FIFTH: Upon the filing of this Certificate of Amendment, each of the
5,464,469 currently issued and outstanding shares of Class A Common Stock shall
automatically be converted into one share of Common Stock. Certificates formally
representing shares of Class A Common Stock shall thereupon and thereafter be
deemed to represent a like number of shares of Common Stock.
2
<PAGE>
<PAGE>
IN WITNESS WHEREOF, BHA Group, Inc. has caused this
Certificate of Amendment to be signed by James E. Lund, its
President and Chief Executive Officer, and attested by James C.
King, its Secretary, this 21 day of February, 1996.
BHA Group, Inc., a
Delaware corporation
By: /s/ James E. Lund
---------------------------
James E. Lund
President and Chief
Executive Officer
ATTEST
/s/ James C. King
- --------------------------
James C. King, Secretary
3
<PAGE>
<PAGE>
EXHIBIT 11
BHA GROUP, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
------------------------------ -----------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $1,740,535 $1,580,697 $3,246,166 $2,991,654
Weighted average number of common
and common stock equivalent
shares:
Weighted average number of
outstanding common shares 5,464,469 5,665,285 5,462,287 5,814,814
Dilutive effect (excess of number
of shares issuable over number of
shares assumed to be repurchased
with the proceeds of exercised
options based on the average
market price during the period) 130,435 120,108 131,490 117,800
--------------- --------------- -------------- --------------
5,594,904 5,785,393 5,593,777 5,932,614
Earnings per common and common
stock equivalent shares: $.31 $.27 $.58 $.50
--------------- --------------- -------------- --------------
Weighted average number of common and common
stock equivalent shares, assuming
full dilution:
Additional dilutive effect (reduction
in number of shares assumed to be
repurchased with the proceeds of
exercised stock options based on the
end of the period market price of
the stock, if higher than the
average price) -- -- -- --
--------------- --------------- -------------- --------------
5,594,904 5,785,393 5,593,777 5,932,614
--------------- --------------- -------------- --------------
Earnings per common and common
stock equivalent shares assuming
full dilution: $.31 $.27 $.58 $.50
--------------- --------------- -------------- --------------
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM UNAUDITED
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 1996
AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 2,257
<SECURITIES> 0
<RECEIVABLES> 21,320
<ALLOWANCES> 967
<INVENTORY> 15,189
<CURRENT-ASSETS> 40,279
<PP&E> 43,717
<DEPRECIATION> 18,845
<TOTAL-ASSETS> 74,116
<CURRENT-LIABILITIES> 10,314
<BONDS> 12,025
<COMMON> 64
0
0
<OTHER-SE> 49,271
<TOTAL-LIABILITY-AND-EQUITY> 74,116
<SALES> 26,095
<TOTAL-REVENUES> 31,202
<CGS> 18,389
<TOTAL-COSTS> 22,264
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 104
<INTEREST-EXPENSE> 210
<INCOME-PRETAX> 2,721
<INCOME-TAX> 980
<INCOME-CONTINUING> 1,741
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,741
<EPS-PRIMARY> .31
<EPS-DILUTED> .31
</TABLE>
