<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
June 30, 1997 0-15045
BHA Group Holdings, Inc.
-------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 43-1416730
- ---------------------------------- -------------------------------
(State or Other Jurisdiction of (I.R.S. 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 July 25, 1997, the number of shares outstanding of the Registrant's Common
Stock was 6,557,525.
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30,
(IN THOUSANDS, EXCEPT SHARE DATA) 1997 SEPTEMBER 30,
ASSETS (UNAUDITED) 1996
------ --------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,021 $ 2,304
Accounts receivable, less allowance for doubtful
receivables of $1,055 and $932, respectively 21,616 19,364
Inventories (note 3) 18,501 18,358
Prepaid expenses 1,649 1,105
Deferred income taxes 975 975
--------------- ---------------
Total current assets 45,762 42,106
--------------- ---------------
Property, plant and equipment, at cost:
Land and improvements 1,255 955
Buildings and improvements 18,946 15,896
Machinery and equipment 29,811 26,358
Office furniture, fixtures and equipment 3,158 2,877
--------------- ---------------
53,170 46,086
Less accumulated depreciation and amortization 23,433 20,662
--------------- ---------------
Net property, plant and equipment 29,737 25,424
--------------- ---------------
Other assets 8,179 8,505
--------------- ---------------
$ 83,678 $ 76,035
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 61 $ 595
Accounts payable 3,397 5,764
Accrued compensation and employee benefit costs 3,173 5,347
Accrued expenses and other current liabilities 1,996 1,384
Income taxes payable 197 565
--------------- ---------------
Total current liabilities 8,824 13,655
--------------- ---------------
Long-term deferred income taxes 2,440 2,440
Long-term debt, excluding current installments 17,076 8,244
Shareholders' equity:
Common stock $0.01 par value.
Authorized 20,000,000 shares; issued
7,835,862 and 7,091,211, respectively 78 71
Additional paid-in capital 47,462 33,392
Retained earnings 25,639 31,963
Foreign currency translation adjustment (509) (138)
Unearned compensation (237) (315)
Less cost of 1,275,633 shares and 1,077,787 of
common stock in treasury (17,095) (13,277)
--------------- ---------------
Total shareholders' equity 55,338 51,696
--------------- ---------------
$ 83,678 $ 76,035
=============== ===============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE DATA) 1997 1996
---- ----
<S> <C> <C>
Net sales $33,054 $30,928
Cost of sales 22,480 22,307
---------------- ----------------
Gross margin 10,574 8,621
---------------- ----------------
Operating expenses
Selling and advertising expense 3,849 3,158
General and administrative expense 3,451 2,847
---------------- ----------------
Total operating expenses 7,300 6,005
---------------- ----------------
Operating income 3,274 2,616
---------------- ----------------
Interest income (11) (4)
Interest expense 304 210
---------------- ----------------
Earnings before income taxes 2,981 2,410
---------------- ----------------
Income taxes 975 630
---------------- ----------------
Net earnings $ 2,006 $ 1,780
================ ================
Weighted average number of common shares
outstanding 6,990 6,783
Earnings per share of common stock* $ .29 $ .26
</TABLE>
*Earnings per share have been adjusted to reflect the 1997 stock
dividend of 10%.
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1997 1996
---- ----
<S> <C> <C>
Net sales $97,816 $89,829
Cost of sales 67,622 64,175
---------------- ----------------
Gross margin 30,194 25,654
---------------- ----------------
Operating expenses
Selling and advertising expense 10,977 9,299
General and administrative expense 9,836 8,268
---------------- ----------------
Total operating expenses 20,813 17,567
---------------- ----------------
Operating income 9,381 8,087
Interest income (25) (15)
Interest expense 768 586
---------------- ----------------
Earnings before income taxes 8,638 7,516
---------------- ----------------
Income taxes 2,865 2,490
---------------- ----------------
Net earnings $ 5,773 $ 5,026
---------------- ----------------
Weighted average number of common shares
outstanding 6,850 6,753
Earnings per share of common stock*
$ .84 $ .74
</TABLE>
*Earnings per share have been adjusted to reflect the 1997 stock dividend of
10%.
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS) 1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings: $ 5,773 $ 5,026
Adjustment to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 3,241 3,236
Provision for deferred income taxes -- 26
Changes in assets and liabilities:
Accounts receivable (2,252) (928)
Inventories (143) (96)
Prepaid expenses (544) (563)
Accounts payable (2,367) (2,787)
Accrued expenses and other liabilities (1,562) 70
Income taxes payable (368) (58)
-------------- --------------
Net cash provided by (used in) operating
activities (1,778) 3,926
-------------- --------------
Cash flows from investing activities:
Acquisition of property, plant and equipment (7,084) (2,940)
Acquisition of product rights and other
intangible assets -- (250)
-------------- --------------
Net cash used in investing transactions (7,084) (3,190)
-------------- --------------
Cash flows from financing activities:
Payment of cash dividend on common stock (538) (492)
Purchase of treasury stock (1,597) (215)
Proceeds from issuance of common stock 231 6
Proceeds from borrowings under bank term notes 7,500 --
Net proceeds from borrowings under
revolving bank lines of credit 2,505 (336)
Repayments of long-term debt and other long-term
liabilities (1,707) (424)
-------------- --------------
Net cash provided by (used in) financing
activities 6,394 (1,461)
-------------- --------------
Effect of exchange rate changes (371) (293)
-------------- --------------
Net increase (decrease) in cash and cash
equivalents 717 (1,018)
Cash and cash equivalents at beginning of period 2,304 2,317
-------------- --------------
Cash and cash equivalents at end of period $ 3,021 $ 1,299
============== ==============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED JUNE 30, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands, except share and per share data) 1997 1996
---- ----
<S> <C> <C>
Common stock:
Balance at beginning period $ 71 $ 64
Issuance of 32,300 and 11,795 shares of common
stock in 1997 and 1996, respectively - -
Issuance of 712,351 and 643,809 shares in 1997 and
1996, respectively, pursuant to a 10% stock dividend 7 7
----------------- -----------------
Balance at end of period 78 71
----------------- -----------------
Additional paid-in capital:
Balance at beginning of period 33,392 24,923
Excess over par value of common stock issued 280 59
Excess over par value of common stock pursuant to a
10% stock dividend 13,790 8,524
----------------- -----------------
Balance at end of period 47,462 33,506
----------------- -----------------
Retained earnings:
Balance at beginning of period 31,963 33,194
Net earnings for the period 5,773 5,026
Distribution of 10% stock dividend (11,559) (7,263)
Cash dividends of $.09 per share paid on common
stock during 1997 and 1996 (538) (492)
----------------- -----------------
Balance at end of period 25,639 30,465
----------------- -----------------
Foreign currency translation adjustment:
Balance at beginning of period (138) 280
Equity adjustment from foreign currency translation (371) (292)
----------------- -----------------
Balance at end of period (509) (12)
----------------- -----------------
Unearned compensation:
Balance at beginning of period (315) (419)
Compensation expense 78 78
----------------- -----------------
Balance at end of period (237) (341)
----------------- -----------------
Treasury stock:
Balance at beginning of period (13,277) (11,604)
Issuance of 115,967 and 95,867 treasury shares
pursuant to 10% stock dividend during 1997
and 1996, respectively (2,244) (1,267)
Acquisition of 81,879 shares of common stock,
at cost during 1997 (1,597) --
Sales of 7,630 and 15,088 treasury shares pursuant to
stock option exercises, net, during 1997 and
1996, respectively 23 55
----------------- -----------------
Balance at end of period (17,095) (12,816)
----------------- -----------------
Total shareholders' equity $ 55,338 $ 50,873
================= =================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
<PAGE>
<PAGE>
BHA GROUP HOLDINGS, 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 on 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, 1996, and with Management's
Discussion and Analysis of Results of Operations and Financial Condition
appearing within this quarterly report.
(2) EARNINGS PER COMMON SHARE
Earnings per common share is computed based on the average number of common
shares and common share equivalents outstanding. Stock dividends of 10% were
announced in June 1996 and 1997. The per share data and weighted average number
of common shares and common equivalents data in the consolidated financial
statements and related notes have been restated to reflect these stock dividends
for all periods presented.
(3) INVENTORIES
BHA Group Holdings, 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 June 30, 1997 and September 30, 1996 were as
follows:
JUNE 30, SEPTEMBER 30,
1997 1996
Raw materials $ 13,196 $ 13,448
Work-in-process 585 373
Finished goods 4,720 4,537
--------- ---------
Total $ 18,501 $ 18,358
======== ========
(4) NOTES PAYABLE TO BANKS AND LONG-TERM DEBT
In fiscal 1995, BHA entered into a $2,500,000 unsecured term loan, the proceeds
of which were used to purchase the building which serves as BHA's corporate
headquarters. Principal payments on this term loan were due in quarterly
installments through 2000. At September 30, 1996, the outstanding balance under
the loan was $1,625,000. During the three months ended December 31, 1996, BHA
borrowed $5 million under a five-year unsecured term note at a fixed interest
rate of 7% from one of its current lenders. The proceeds of the term note were
used to pay the $1,625,000 outstanding under the $2,500,000 unsecured term loan
and pay down a portion of BHA's domestic unsecured bank lines of credit
discussed below. During the three months ended March 31, 1997, BHA borrowed
$2,500,000 as a separate term loan at a one-year fixed borrowing rate of 3.9%.
The proceeds were used to fund a portion of BHA's 1997 capital plan.
<PAGE>
<PAGE>
BHA has domestic unsecured bank lines of credit amounting to $18 million for
working capital purposes and other corporate matters. These lines bear interest
at variable rates which are based on the prime rate and/or LIBOR. The facilities
include revolving credit agreements amounting to $8,000,000 which expires in
1998 and $5,000,000 which expires in 2000. BHA pays 0.25% as commitment fees on
the unused portion of these revolving lines of credit. A line of credit of
$5,000,000, for which BHA pays no commitment fee, is also available. This credit
line expires during fiscal 1998. At June 30, 1997, $9.4 million were outstanding
under all domestic bank lines of credit at a weighted average interest rate of
6.7%.
BHA's foreign subsidiaries in Europe maintain lines of credit with foreign banks
which aggregate approximately $1,300,000. As of June 30, 1997, there were no
outstanding balances under these lines of credit.
In July 1997, BHA increased the amount of domestic unsecured bank lines of
credit by $5 million to $23 million by increasing an existing revolving credit
agreement.
The term loan and domestic bank lines of credit require BHA, among other things,
to maintain minimum levels of net worth, minimum fixed charge coverage, minimum
current ratio and maximum leverage ratio. BHA was in compliance with all
covenants at June 30, 1997.
<PAGE>
<PAGE>
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
NET SALES
BHA Group Holdings, Inc. ("BHA") sells fabric filter and electrostatic
precipitator ("ESP") replacement parts and services to domestic customers in the
U.S. and Canada and other international customers around the world. BHA's
international focus is primarily in Europe, the Near East, Pacific Rim and Latin
America. Consolidated net sales increased 9% from $89.8 million for the nine
months ended June 30, 1996 to $97.8 million for the corresponding period in
1997. Net sales for the three months ended June 30, 1997 increased 7% to $33.0
million from $30.9 million in the prior period. Both the domestic and
international markets contributed to the overall rise in net sales. Domestic
sales for the nine months ended June 30, 1997 were up 11% when compared to the
same period in fiscal 1996. The increase in domestic sales was due primarily to
strong sales in both traditional and newer filtration products. Domestic ESP
replacement parts and service sales for the nine months ended June 30, 1997 were
down 7% from the same period in the prior year due primarily to a decrease in
the labor portion of project revenues. International sales for the nine month
period increased 4% over the prior year which included an increase in sales to
customers in Europe.
GROSS MARGIN
Consolidated gross margin as a percentage of sales was 31% and 29% for the nine
months ended June 30, 1997 and 1996, respectively. The increase in gross margin
as a percentage of sales is due primarily to changes in the product sales mix,
which includes improved domestic and international sales of its newer fine
filtration products. Changes in the product sales mix of international sales
emphasizing ESP products also had a favorable impact on gross margins.
Consolidated gross margin as a percentage of sales was 32% in the third quarter
of 1997 and 28% in the comparable period in 1996. The increase in the gross
margin percentage for the third quarter was largely attributable to a favorable
mix of business and higher plant absorption of fixed manufacturing costs
associated with the overall increase in sales volume.
OPERATING EXPENSE
Consolidated selling and advertising ("S&A") expense as a percentage of sales
was 11% for the nine months ended June 30, 1997 compared to 10% for the same
period in 1996. The corresponding percentages for the three months ended June
30, 1997 and 1996 were 12% and 10%, respectively. The increase in S&A expense as
a percentage of sales for both periods was attributable to higher personnel and
travel costs related to the development and expansion of the business in all
domestic and international markets.
General and administrative expense as a percentage of sales was 10% and 9% for
the nine months ended June 30, 1997 and 1996, respectively. The corresponding
percentages for the third quarter were comparable to the nine-month year to date
percentages.
<PAGE>
<PAGE>
INTEREST INCOME/EXPENSE
Interest expense was $768,000 for the nine months ended June 30, 1997 and
$586,000 for the nine months ended June 30, 1996. Interest expense in the third
quarter was $304,000 compared to $210,000 in the prior year. The increase in
interest expense was primarily due to higher borrowings under the company's
credit facilities. The increased borrowings were used for working capital
purposes and to fund capital expenditures and share repurchases.
INCOME TAXES
BHA's effective tax rate for the nine months ended June 30, 1997 and 1996 was
33%. The effective income tax rates for the 1997 and 1996 three-month periods
were 33% and 26%. During the third quarter of 1996, the Company's year-to-date
effective income tax rate was lowered to reflect research and development tax
credits earned and other benefits derived from the increase in international
business.
NET EARNINGS
Net earnings for the nine month period increased 15% to $5.8 million from $5.0
million for the same period in the prior year with earnings per share increasing
to $.84 from $.74 in 1996. Net earnings for the third quarter rose to $2.0
million, or $.29 per share, from $1.8 million, or $.26 per share, for the same
period in fiscal 1996. The rise in net earnings is primarily due to increased
sales volumes with higher gross margin percentages.
LIQUIDITY AND CAPITAL RESOURCES
Net working capital was up 30% to $36.9 million at June 30, 1997 from $28.5
million at September 30, 1996. The increase is due primarily to increases in
accounts receivable and inventory and to decreases in accounts payable and
accrued compensation and employee benefits. The current ratio was 4.9 to 1 at
June 30, 1997 and 3.1 to 1 at September 30, 1996. The Company's cash and cash
equivalents were up 31% from $2.3 million at September 30, 1996 to $3.0 million
at June 30, 1997. Net cash used in operating activities for the nine months
ended June 30, 1997 was $1.8 million compared to $3.9 million provided by
operating activities during the same period last year. The net decrease in cash
and cash equivalents from operating activities is primarily due to fluctuations
in the accounts receivable, accounts payable and accrued expense balances.
Investing activities resulted in a net use of cash of $7.1 million and $3.2
million for the nine months ended June 30, 1997 and 1996, respectively. The
increased use of cash is attributable to the expansion of domestic and
international operations through the acquisition of property, plant and
equipment. Facilities in Missouri were expanded and purchased for increased
production under the growing demand for the Company's new fine filtration
products. The Company also increased its spending on technology in an effort to
improve operating efficiencies and enhance communications.
The net cash provided by financing activities during the nine months ended June
30, 1997 was $6.4 million and the net cash used in financing activities was $1.5
million for the same period in the prior year. The change in cash flow from
financing activities is largely attributable to the net increase in bank
borrowings under two new term notes and the use of existing lines of credit for
working capital purposes. The proceeds from the bank borrowings have been used
to fund share repurchases, certain working capital requirements and capital
expenditures.
<PAGE>
<PAGE>
At June 30, 1997 and September 30, 1996, BHA had unused domestic bank lines of
credit of $8.6 million and $12.4 million. The unused short-term foreign exchange
borrowing arrangements of $9.8 million were consistent with the September 30,
1996 balance. During the three months ended December 31, 1997, the Company
borrowed $5.0 million under a five-year unsecured term note at a fixed interest
rate of 7%. The proceeds of the term note were used to pay down existing
variable interest rate bank debt. During the three months ended March 31, 1997,
BHA borrowed $2.5 million as a separate term loan at a one-year fixed borrowing
rate of 3.9%. The proceeds were used to fund a portion of BHA's 1997 capital
plan. BHA believes that cash flow from operations and available credit lines
will be sufficient to meet its capital needs for the foreseeable future.
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share," which revises the calculation and presentation
provisions of Accounting Principles Board Opinion 15. Statement No. 128 is
effective for the fiscal year ending September 30, 1998. The adoptions of
Statement No. 128 will not have a significant effect on reported earnings per
share.
FORWARD-LOOKING STATEMENTS
This Form 10-Q contains forward-looking statements that reflect the Company's
current views with respect to future events and financial performance. The
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical results or those
anticipated. The words "should," "believe," "anticipate," "expect" and other
expressions that indicate future events and trends identify forward-looking
statements. Actual future results and trends may differ materially from
historical results or those anticipated depending on a variety of factors,
including, but not limited to, the performance of newly established domestic and
international operations, demand and price for the Company's products and
services, and other factors.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
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 June 30, 1997, 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 HOLDINGS, INC.
(Registrant)
<TABLE>
<S> <C>
August 8, 1997 By: /s/ James C. Shay
- ----------------------------------------- ------------------------------------------
Date (Signature)
James C. Shay
Treasurer, Principal Financial and
Accounting Officer
By: /s/ James E. Lund
------------------------------------------
(Signature)
James E. Lund
President and
Chief Executive Officer
</TABLE>
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
3a Certificate of Amendment
11 Computation of Earnings Per Common Share
27 Financial Data Schedule
<PAGE>
<PAGE>
Exhibit 3a
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BHA GROUP, INC.
BHA Group, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
'Corporation'), does hereby certify:
FIRST: That at a meeting of the Board of Directors of the
Corporation, resolutions were duly adopted setting forth a proposed amendment
of the Certificate of Incorporation of said Corporation, declaring said
amendment to be advisable and directing that the amendment proposed be
considered at the next annual meeting of the stockholders. The resolution
setting forth the proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation
of the Corporation be amended by deleting ARTICLE FIRST in its
entirety and adding the following new ARTICLE FIRST:
'FIRST: The name of the Corporation is BHA
Group Holdings, Inc.'
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, the annual meeting of the stockholders of the Corporation was duly
called and held, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting the necessary number
of shares as required by statute were vested in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, said BHA GROUP, Inc. has caused this
Certificate to be signed by James E. Lund, its President, and James C. King, its
Secretary, this 18th day of February, 1997.
By: /s/ JAMES E. LUND
----------------------------
James E. Lund, President
ATTEST:
/s/ JAMES C. KING
- -----------------------------
James C. King, Secretary
<PAGE>
<PAGE>
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
PRECIPTECH, INC.
PRECIPTECH, INC., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
'Corporation'), does hereby certify:
FIRST: That by written Consent of Action by the Board of Directors
of the Corporation, resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said Corporation, declaring
said amendment to be advisable and directing that said amendment be submitted to
the sole stockholder of the Corporation. The resolution setting forth the
proposed amendment is as follows:
RESOLVED, that the Certificate of Incorporation of
the Corporation be amended by deleting ARTICLE FIRST in its
entirety and adding the following new ARTICLE FIRST:
'FIRST: The name of the Corporation is BHA Group,
Inc.'
SECOND: That the proposed amendment was submitted to the sole
stockholder of the Corporation for consideration and that the sole stockholder
has given written consent to said amendment in accordance with the provisions of
Section 223 of the General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Sections 242 and 223 of the General Corporation Law of the
State of Delaware.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, said PRECIPTECH, INC. has caused this
Certificate to be signed by James E. Lund, its President, and James C. King, its
Secretary, this 18th day of February, 1997.
By: /s/ JAMES E. LUND
----------------------------
James E. Lund, President
ATTEST:
/s/ JAMES C. KING
- -----------------------------
James C. King, Secretary
<PAGE>
<PAGE>
Exhibit 11
BHA GROUP HOLDINGS, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED NINE MONTHS ENDED
JUNE 30, JUNE 30,
------------------ -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $2,006 $1,780 $5,773 $5,026
Weighted average number of common
and common stock equivalent
shares:
Weighted average number of
outstanding common shares 6,560 6,618 6,461 6,612
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) 430 165 389 141
------------ ------------ ------------ -----------
6,990 6,783 6,850 6,753
Earnings per common and common
stock equivalent shares:
$ .29 $ .26 $ .84 $ .74
------------ ------------ ------------ -----------
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) 48 -- 88 --
------------ ------------ ------------ -----------
7,038 6,783 6,938 6,753
------------ ------------ ------------ -----------
Earnings per common and common
stock equivalent shares assuming
full dilution: $ .29 $ .26 $ .83 $ .74
------------ ------------ ------------ -----------
</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 JUNE 30, 1997 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-30-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,021
<SECURITIES> 0
<RECEIVABLES> 22,671
<ALLOWANCES> 1,055
<INVENTORY> 18,501
<CURRENT-ASSETS> 45,762
<PP&E> 53,170
<DEPRECIATION> 23,433
<TOTAL-ASSETS> 83,678
<CURRENT-LIABILITIES> 8,819
<BONDS> 17,076
0
0
<COMMON> 78
<OTHER-SE> 55,260
<TOTAL-LIABILITY-AND-EQUITY> 83,678
<SALES> 28,727
<TOTAL-REVENUES> 33,054
<CGS> 21,995
<TOTAL-COSTS> 25,119
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 110
<INTEREST-EXPENSE> 293
<INCOME-PRETAX> 2,981
<INCOME-TAX> 975
<INCOME-CONTINUING> 2,006
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,006
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
