<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, 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 April 30, 1997, the number of shares outstanding of the Registrant's
Common Stock was 5,961,630.
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
MARCH 31,
(IN THOUSANDS, EXCEPT SHARE DATA) 1997 SEPTEMBER 30,
ASSETS (UNAUDITED) 1996
------ --------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,321 $ 2,304
Accounts receivable, less allowance for doubtful
receivables of $964 and $932, respectively 22,428 19,364
Inventories (note 3) 18,799 18,358
Prepaid expenses 1,800 1,105
Deferred income taxes 975 975
--------------- ---------------
Total current assets 46,323 42,106
--------------- ---------------
Property, plant and equipment, at cost:
Land and improvements 1,255 955
Buildings and improvements 18,351 15,896
Machinery and equipment 28,593 26,358
Office furniture, fixtures and equipment 2,976 2,877
--------------- ---------------
Total 51,175 46,086
Less accumulated depreciation and amortization 22,496 20,662
--------------- ---------------
Net property, plant and equipment 28,679 25,424
--------------- ---------------
Other assets 8,211 8,505
--------------- ---------------
Total $ 83,213 $ 76,035
=============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Current installments of long-term debt $ 62 $ 595
Accounts payable 3,549 5,764
Accrued compensation and employee benefit costs 2,991 5,347
Accrued expenses and other current liabilities 2,103 1,384
Income taxes payable 106 565
--------------- ---------------
Total current liabilities 8,811 13,655
--------------- ---------------
Long-term deferred income taxes 2,440 2,440
Long-term debt, excluding current installments 18,225 8,244
Shareholders' equity:
Common stock $0.01 par value.
Authorized 20,000,000 shares; issued
7,115,828 and 7,091,211, respectively 71 71
Additional paid-in capital 33,693 33,392
Retained earnings 35,370 31,963
Foreign currency translation adjustment (491) (138)
Unearned compensation (263) (315)
Less cost of 1,152,996 shares and 1,077,787 of
common stock in treasury (14,643) (13,277)
--------------- ---------------
Total shareholders' equity 53,737 51,696
--------------- ---------------
$ 83,213 $ 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 MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE DATA) 1997 1996
---- ----
<S> <C> <C>
Net sales $33,646 $31,202
Cost of sales 23,372 22,264
---------------- ----------------
Gross margin 10,274 8,938
---------------- ----------------
Operating expenses
Selling and advertising expense 3,694 3,182
General and administrative expense 3,346 2,827
---------------- ----------------
Total operating expenses 7,040 6,009
---------------- ----------------
Operating income 3,234 2,929
---------------- ----------------
Interest income (9) (2)
Interest expense 281 210
---------------- ----------------
Earnings before income taxes 2,962 2,721
---------------- ----------------
Income taxes 990 980
---------------- ----------------
Net earnings $ 1,972 $ 1,741
================ ================
Weighted average number of common shares
outstanding 6,160 6,154
Earnings per share of common stock* $ .32 $ .28
</TABLE>
*Earnings per share for all periods presented have been adjusted to reflect the
1996 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 SIX MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1997 1996
---- ----
<S> <C> <C>
Net sales $64,761 $58,901
Cost of sales 45,141 41,868
---------------- ----------------
Gross margin 19,620 17,033
---------------- ----------------
Operating expenses
Selling and advertising expense 7,129 6,141
General and administrative expense 6,384 5,421
---------------- ----------------
Total operating expenses 13,513 11,562
---------------- ----------------
Operating income 6,107 5,471
Interest income (14) (11)
Interest expense 465 376
---------------- ----------------
Earnings before income taxes 5,656 5,106
---------------- ----------------
Income taxes 1,890 1,860
---------------- ----------------
Net earnings $ 3,766 $ 3,246
---------------- ----------------
Weighted average number of common shares
outstanding 6,163 6,153
Earnings per share of common stock* $ .61 $ .53
</TABLE>
*Earnings per share for all periods presented have been adjusted to reflect the
1996 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 SIX MONTHS ENDED MARCH 31, 1997 AND 1996
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS) 1997 1996
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings: $ 3,766 $ 3,246
Adjustment to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 2,150 2,109
Provision for deferred income taxes -- 26
Changes in assets and liabilities:
Accounts receivable (3,064) (1,570)
Inventories (441) (325)
Prepaid expenses (695) (471)
Accounts payable (2,215) (1,976)
Accrued expenses and other liabilities (1,369) (349)
Income taxes payable (459) (77)
-------------- --------------
Net cash provided by (used in) operating
activities (2,327) 613
-------------- --------------
Cash flows from investing activities:
Acquisition of property, plant and equipment (5,089) (1,828)
Acquisition of product rights and other
intangible assets -- (250)
-------------- --------------
Net cash used in investing transactions (5,089) (2,078)
-------------- --------------
Cash flows from financing activities:
Payment of cash dividend on common stock (359) (328)
Purchase of treasury stock (1,366) --
Proceeds from issuance of common stock 63
Proceeds from borrowings under bank term note 2,500 --
Net proceeds from borrowings under
revolving bank lines of credit 8,623 2,127
Repayments of long-term debt and other long-term
liabilities (1,675) (191)
-------------- --------------
Net cash provided by financing activities 7,786 1,608
-------------- --------------
Effect of exchange rate changes (353) (202)
-------------- --------------
Net increase (decrease) in cash and cash
equivalents 17 (59)
Cash and cash equivalents at beginning of period 2,304 2,317
-------------- --------------
Cash and cash equivalents at end of period $ 2,321 $ 2,258
============== ==============
</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 SIX MONTHS ENDED MARCH 31, 1996 AND 1995
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands, except share and per share data) 1997 1996
---- ----
<S> <C> <C>
Common stock:
Balance at beginning period $ 71 $ 65
Issuance of 24,617 and 9,767 shares of common
stock in 1997 and 1996 -- --
----------------- -----------------
Balance at end of period 71 65
----------------- -----------------
Additional paid-in capital:
Balance at beginning of period 33,391 24,923
Excess over par value of common stock issued 302 128
----------------- -----------------
Balance at end of period 33,693 25,051
----------------- -----------------
Retained earnings:
Balance at beginning of period 31,963 33,194
Net earnings for the period 3,766 3,246
Cash dividends of $.06 per share paid on common
stock during 1997 and 1996 (359) (328)
----------------- -----------------
Balance at end of period 35,370 36,112
----------------- -----------------
Foreign currency translation adjustment:
Balance at beginning of period (138) 280
Equity adjustment from foreign currency translation (353) (202)
----------------- -----------------
Balance at end of period (491) 78
----------------- -----------------
Unearned compensation:
Balance at beginning of period (315) (418)
Compensation expense 52 51
----------------- -----------------
Balance at end of period (263) (367)
----------------- -----------------
Treasury stock:
Balance at beginning of period (13,277) (11,604)
Net acquisition of 75,209 shares of common stock,
at cost during 1996 (1,366) --
----------------- -----------------
Balance at end of period (14,643) (11,604)
----------------- -----------------
Total shareholders' equity $ 53,737 $ 49,335
================= =================
</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. A 10% stock dividend was
announced in June 1996. The stock dividend was paid in July 1996 and all per
share and weighted average number of common shares and common share equivalents
outstanding data in the consolidated financial statements and related notes for
1996 have been restated to reflect the stock dividend.
(3) INVENTORY VALUATION
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 March 31, 1997 and September 30, 1996 were as
follows:
MARCH 31, SEPTEMBER 30,
1997 1996
Raw materials $ 14,323 $ 13,448
Work-in-process 404 373
Finished goods 4,072 4,537
--------- ---------
Total $ 18,799 $ 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 $2.5 million 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 $2.5
million as a term loan at a one-year fixed borrowing rate of 4.9%. 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 of $5,000,000 and $3,000,000 which expire 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 March 31, 1997, $10.8 million were
outstanding under all domestic bank lines of credit at a weighted average
interest rate of 6.5%.
BHA's foreign subsidiaries in Europe maintain lines of credit with foreign banks
which aggregate approximately $1,300,000. As of March 31, 1997, there were
no outstanding balances under these lines of credit.
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 March 31, 1997.
<PAGE>
<PAGE>
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
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 were $64.8 million for the six months ended
March 31, 1997 compared to $58.9 million for the six months ended March 31,
1996. The 10% increase was attributable to improved sales in the domestic fabric
filter business and higher ESP replacement parts sales to international
customers. Sales for the six months ended March 31, 1997 in the domestic fabric
filter business increased 19% over the same period in fiscal 1996. The increase
was largely attributable to strong sales of BHA's newer filtration products
complimented by higher sales of its traditional products. International sales
for the six months ended March 31, 1997 increased 6% led by higher ESP
replacement parts and service sales. Domestic ESP replacement parts and service
sales for the six months ended March 31, 1997 decreased 7% from the same period
in the prior year as customers continue to delay expenditures for these products
and services.
Net sales for the three months ended March 31, 1997 increased 13% as compared to
the same period one year ago. BHA's domestic fabric filter and ESP businesses
performed well during the period. Several large ESP replacement parts orders
were shipped during the period. Although the three month results were strong,
this market remains competitive due to the factors noted above. International
sales decreased as compared to the first quarter of this fiscal year and the
same period in the prior year due in part to the timing of execution of project
work.
GROSS MARGIN
Consolidated gross margin as a percentage of sales was 30.3% and 28.9% for the
six months ended March 31, 1997 and 1996, respectively. The improvement in
consolidated gross margin percentage was primarily attributable to a favorable
mix of business as sales of new products domestically and overall international
sales rose. BHA's domestic gross margin percentages improved due to higher plant
absorption of fixed manufacturing costs and to a sales mix weighted towards
products with higher gross margin percentages. Higher international sales which
have been running at higher gross margin percentages than BHA's domestic
businesses also had a favorable impact on the overall gross margin percentage.
Consolidated gross margin as a percentage of sales was 30.5% for the three
months ended March 31, 1997 compared to 28.6% for the same period in fiscal
1996. Higher plant throughput associated with the increase in overall business
contributed to the increase in gross margin percentage.
OPERATING EXPENSE
Consolidated selling and advertising expense as a percentage of sales was 11.0%
and 10.4% for the six months ended March 31, 1997 and 1996, respectively. The
corresponding percentages for the three months ended March 31, 1997 and 1996
were 11.0% and 10.2%, respectively. The increase was attributable to higher
selling and advertising expenses associated with the development of new products
and markets for both the international and domestic businesses.
<PAGE>
<PAGE>
General and administrative expense as a percentage of sales was 9.9% for the six
months ended March 31, 1997 and 9.2% for the six months ended March 31, 1996.
The corresponding percentages for the three months ended March 31, 1997 and 1996
were 9.9% and 9.1%, respectively. The increase in general and administrative
expense was attributed to higher costs to develop new businesses domestically
and internationally.
INTEREST INCOME/EXPENSE
Interest expense was $465,000 for the six months ended March 31, 1997 and
$376,000 for the six months ended March 31, 1996. Interest expense for the three
months ended March 31, 1997 and 1996 was $281,000 and $210,000, respectively.
The increased interest expense was attributable to higher borrowings under the
company's credit facilities which were used for working capital purposes and to
fund capital expenditures, share repurchases and cash dividends.
INCOME TAXES
The Company's effective tax rate for the six months ended March 31, 1997 was
33.4% as compared to 36.4% for the same period in fiscal 1996. The effective
income tax rates for the 1997 and 1996 three month periods were 33.4% and 36.0%,
respectively. The overall drop in the effective rate was attributed to research
and development tax credits earned, benefits derived from international business
and a lower effective state income tax rate.
NET EARNINGS
Net earnings for the six months ended March 31, 1997 was $3.8 million, up 16%
from $3.2 million during the same period in the prior year with earnings per
share increasing to $.61 from $.53. Net earnings for the second quarter rose to
$2.0 million, or $.32 per share, from $1.7 million, or $.28 per share for the
same period in fiscal 1996. 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 $37.5 million at March 31, 1997 compared to $28.5
million at September 30, 1996. The current ratio was 5.3 to 1 at March 31, 1997
and 3.1 to 1 at September 30, 1996. Cash was $2.3 million at March 31, 1997 and
September 30, 1996. Cash used in operating activities for the six months ended
March 31, 1997 was $2.3 million as opposed to $600,000 provided by operating
activities during the same period in the prior year. The amount of net cash from
operating activities fluctuates primarily as a result of changes in accounts
receivable, inventory and accounts payable balances.
Investing activities resulted in a net use in use of cash of $5.1 million and
$2.1 million for the six months ended March 31, 1997 and 1996, respectively due
to expenditures for property, plant and equipment.
During the six months ended March 31, 1997 and 1996, net cash provided by
financing activities was $7.8 million and $1.6 million, respectively. The
Company's financing activities consist of net borrowings of $9.4 million, the
proceeds of which were used to finance capital expenditures, share repurchases,
cash dividends and working capital requirements.
<PAGE>
<PAGE>
At March 31, 1997 and September 30, 1996, BHA had unused bank lines of credit of
$8.8 million and $12.4 million, respectively. The unused short-term foreign
exchange borrowing arrangements of $9.7 million was consistent with the
September 30, 1996 balance. During the first quarter of fiscal 1997 the Company
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 down existing variable interest rate bank debt. During the second
quarter of fiscal 1997 the Company borrowed $2.5 million as a term loan, the
proceeds of which were used to fund a portion of BHA's 1997 capital plan. This
term loan was established with one of its current lenders at a one-year fixed
borrowing rate of 4.9%. The Company increased its net borrowing capacity by
approximately $6.0 million as a result of the above mentioned transactions. 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 adoption of
Statement No. 128 will not have a significant effect on reported earnings per
share.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
On February 18, 1997, at the Annual Meeting of Shareholders of BHA
Group Holdings, Inc.
(a) The following persons were elected as Directors by the following vote:
AUTHORITY
FOR WITHHELD
Don H. Alexander 4,940,429 10,349
Robert D. Freeland 4,940,763 10,015
Richard C. Green 4,940,100 10,678
James C. King 4,940,543 10,235
James E. Lund 4,940,543 10,235
Thomas A. McDonnell 4,940,763 10,015
Lamson Rheinfrank, Jr. 4,940,543 10,235
James J. Thome 4,940,539 10,239
Michael T. Zak 4,940,543 10,235
(b) Voting for the Amendment to the Company's Certificate of Incorporation
to change the Company's name to BHA Group Holdings, Inc. was as follows:
FOR AGAINST WITHHELD NON-VOTE
4,941,080 2,790 871 6,037
(c) Voting for the ratification of KPMG Peat Marwick as the independent
auditors of the Company for the fiscal year ending September 30, 1997
was as follows:
FOR AGAINST WITHHELD NON-VOTE
4,948,644 1,649 465 0
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, 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)
May 14, 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
<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 voted 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, PRESIDENT
................................
James E. Lund, President
ATTEST:
/s/ JAMES C. KING, SECRETARY
................................
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 to 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
228 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 SIX MONTHS ENDED
MARCH 31, MARCH 31,
------------- -----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net earnings $1,971 $1,741 $3,766 $3,246
Weighted average number of common
and common stock equivalent
shares:
Weighted average number of
outstanding common shares 5,985 6,010 5,995 6,008
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) 175 144 168 145
------------ ------------ ------------ -----------
6,160 6,154 6,163 6,153
Earnings per common and common
stock equivalent shares: $ .32 $ .28 $ .61 $ .53
------------ ------------ ------------ -----------
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) 18 -- 25 --
------------ ------------ ------------ -----------
6,178 6,154 6,188 6,153
------------ ------------ ------------ -----------
Earnings per common and common
stock equivalent shares assuming
full dilution: $.32 $.28 $.61 $.53
------------ ------------ ------------ -----------
</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, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0000801128
<NAME> BHA GROUP INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,321
<SECURITIES> 0
<RECEIVABLES> 23,392
<ALLOWANCES> 964
<INVENTORY> 18,799
<CURRENT-ASSETS> 46,322
<PP&E> 51,176
<DEPRECIATION> 22,496
<TOTAL-ASSETS> 83,213
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0
0
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<EPS-PRIMARY> .32
<EPS-DILUTED> .32
</TABLE>
