<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, 1998 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, 1998, the number of shares outstanding of the Registrant's
Common Stock was 6,537,779.
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
BHA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT SHARE DATA) MARCH 31, SEPTEMBER 30,
ASSETS 1998 1997
------- --------------- ---------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,013 $ 2,590
Accounts receivable, less allowance for doubtful
receivables of $1,007 and $965, respectively 29,098 21,947
Inventories (note 3) 21,809 19,936
Income taxes receivable -- 518
Prepaid expenses 2,107 1,250
Deferred income taxes 1,318 1,216
--------------- ---------------
Total current assets 58,345 47,457
--------------- ---------------
Property, plant and equipment, at cost:
Land and improvements 1,281 1,262
Buildings and improvements 22,616 20,356
Machinery and equipment 34,023 31,616
Office furniture, fixtures and equipment 4,002 3,514
--------------- ---------------
61,922 56,748
Less accumulated depreciation and amortization 26,839 24,537
--------------- ---------------
Net property, plant and equipment 35,083 32,211
--------------- ---------------
Other assets 8,696 7,937
--------------- ---------------
$102,124 $ 87,605
--------------- ---------------
--------------- ---------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 694 $ 62
Accounts payable 7,257 8,341
Accrued compensation and employee benefit costs 2,334 4,371
Accrued expenses and other current liabilities 2,589 2,551
Income taxes payable 175 --
--------------- ---------------
Total current liabilities 13,049 15,325
--------------- ---------------
Long-term deferred income taxes 3,055 2,947
Long-term debt, excluding current installments 26,030 12,415
Other Liabilities 123 --
Shareholders' equity:
Common stock $0.01 par value.
Authorized 20,000,000 shares; issued 7,875,852
and 7,837,789, respectively 79 78
Additional paid-in capital 48,085 47,607
Retained earnings 30,873 27,773
Foreign currency translation adjustment (699) (148)
Unearned compensation (160) (211)
Less cost of 1,339,544 shares and 1,335,210 of
common stock in treasury (18,311) (18,181)
--------------- ---------------
Total shareholders' equity 59,867 56,918
--------------- ---------------
$ 102,124 $ 87,605
--------------- ---------------
--------------- ---------------
</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, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997
---- ----
<S> <C> <C>
Net sales $38,881 $33,646
Cost of sales 27,209 23,372
---------------- ----------------
Gross margin 11,672 10,274
---------------- ----------------
Operating expenses
Selling and advertising expense 4,419 3,694
General and administrative expense 3,743 3,346
---------------- ----------------
Total operating expenses 8,162 7,040
---------------- ----------------
Operating income 3,510 3,234
---------------- ----------------
Interest income (3) (9)
Interest expense 358 281
---------------- ----------------
Earnings before income taxes 3,155 2,962
---------------- ----------------
Income taxes 1,055 990
---------------- ----------------
Net earnings $ 2,100 $ 1,972
---------------- ----------------
---------------- ----------------
Basic earnings per common share $ .32 $ .30*
Diluted earnings per common share .30 .29*
Basic weighted average number of common shares 6,520 6,584
outstanding
Diluted weighted average number of common shares 6,997 6,776
outstanding
</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 SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997
---- ----
<S> <C> <C>
Net sales $68,902 $64,761
Cost of sales 47,520 45,141
---------------- ----------------
Gross margin 21,382 19,620
---------------- ----------------
Operating expenses
Selling and advertising expense 8,337 7,129
General and administrative expense 7,229 6,384
---------------- ----------------
Total operating expenses 15,566 13,513
---------------- ----------------
Operating income 5,816 6,107
---------------- ----------------
Interest income (14) (14)
Interest expense 614 465
---------------- ----------------
Earnings before income taxes 5,216 5,656
---------------- ----------------
Income taxes 1,725 1,890
---------------- ----------------
Net earnings $ 3,491 $ 3,766
---------------- ----------------
---------------- ----------------
Basic earnings per common share $ .54 $ .57*
Diluted earnings per common share .50 .56*
Basic weighted average number of common shares 6,513 6,595
outstanding
Diluted weighted average number of common shares 6,985 6,779
outstanding
</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 SIX MONTHS ENDED MARCH 31, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
(IN THOUSANDS) 1998 1997
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings: $ 3,491 $ 3,766
Adjustment to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 2,760 2,150
Changes in assets and liabilities:
Accounts receivable (6,412) (3,064)
Inventories (1,502) (441)
Prepaid expenses (857) (695)
Accounts payable (1,684) (2,215)
Accrued expenses and other liabilities (2,537) (1,369)
Income taxes payable 693 (459)
-------------- --------------
Net cash used in operating activities (6,048) (2,327)
-------------- --------------
Cash flows from investing activities:
Acquisition of property, plant and equipment (4,509) (5,089)
Additions to other assets (78) --
Net assets of businesses acquired, excluding cash (1,104) --
-------------- --------------
Net cash used in investing activities (5,691) (5,089)
-------------- --------------
Cash flows from financing activities:
Payment of cash dividend on common stock (391) (359)
Purchase of treasury stock (146) (1,366)
Proceeds from issuance of common stock 313 63
Net stock options exercised (49) --
Proceeds from borrowings under bank term notes -- 2,500
Net proceeds from borrowings under
revolving bank lines of credit 14,090 8,623
Repayments of long-term debt and other long-term
liabilities (104) (1,675)
-------------- --------------
Net cash provided by financing activities 13,713 7,786
-------------- --------------
Effect of exchange rate changes (551) (353)
-------------- --------------
Net increase in cash and cash equivalents 1,423 17
Cash and cash equivalents at beginning of period 2,590 2,304
-------------- --------------
Cash and cash equivalents at end of period $ 4,013 $ 2,321
-------------- --------------
-------------- --------------
</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, 1998 AND 1997
(UNAUDITED)
<TABLE>
<CAPTION>
(In thousands, except share and per share data) 1998 1997
---- ----
<S> <C> <C>
Common stock:
Balance at beginning period $ 78 $ 71
Issuance of 38,063 and 24,617 shares of common 1 -
stock in 1998 and 1997, respectively
----------------- -----------------
Balance at end of period 79 71
----------------- -----------------
Additional paid-in capital:
Balance at beginning of period 47,607 33,391
Excess over par value of common stock issued 478 302
----------------- -----------------
Balance at end of period 48,085 33,693
----------------- -----------------
Retained earnings:
Balance at beginning of period 27,773 31,963
Net earnings for the period 3,491 3,766
Cash dividends of $.03 per share paid on common
stock during 1998 and 1997 (391) (359)
----------------- -----------------
Balance at end of period 30,873 35,370
----------------- -----------------
Foreign currency translation adjustment:
Balance at beginning of period (148) (138)
Equity adjustment from foreign currency translation (551) (353)
----------------- -----------------
Balance at end of period (699) (491)
----------------- -----------------
Unearned compensation:
Balance at beginning of period (211) (315)
Compensation expense 51 52
----------------- -----------------
Balance at end of period (160) (263)
----------------- -----------------
Treasury stock:
Balance at beginning of period (18,181) (13,277)
Acquisition of 7,800 and 76,900 shares of common
stock, at cost, during 1998 and 1997, respectively (146) (1,367)
Sale of 3,466 and 1,691 treasury shares pursuant to
stock option exercises, net, during 1998 and 1997 16 1
----------------- -----------------
Balance at end of period (18,311) (14,643)
----------------- -----------------
Total shareholders' equity $ 59,867 $ 53,737
----------------- -----------------
----------------- -----------------
</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 Holdings, Inc.'s Annual Report to
Shareholders for the fiscal year ended September 30, 1997, and with Management's
Discussion and Analysis of Results of Operations and Financial Condition
appearing within this quarterly report.
(2) EARNINGS PER COMMON SHARE
The Company adopted Statement of Financial Accounting Standard No. 128,
"Earnings per Share" during the first quarter ended December 31, 1997. This
statement requires the restatement of earnings per common share to show both a
"basic" and "diluted" earnings per share number. Basic earnings per share is
computed by dividing net earnings by the weighted average number of outstanding
common shares. Diluted earnings per share includes the dilutive effect of common
share equivalents in the computation of earnings per common share.
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 March 31, 1998 and September 30, 1997 were as
follows (in thousands):
<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1998 1997
<S> <C> <C>
Raw materials $ 14,770 $ 11,697
Work-in-process 612 1,015
Finished goods 6,427 7,224
--------- ---------
Total $ 21,809 $ 19,936
--------- ---------
--------- ---------
</TABLE>
<PAGE>
<PAGE>
(4) ACQUISITION OF BUSINESS
In November 1997, the Company acquired Purificacion y Filtracion, S.L.
(Purfilter), located in Spain, for $1,275,000. The acquisition was accounted for
as a purchase, with the purchase price allocated to the assets acquired based
upon the estimated fair values as of the date of acquisition. The excess of the
purchase price over the net assets acquired is being amortized on a
straight-line basis over thirty years.
(5) NOTES PAYABLE TO BANKS
The Company has domestic unsecured bank lines of credit amounting to $23,000,000
for working capital purposes and other corporate matters. These lines bear
interest at variable rates based on either the prime rate or LIBOR. These lines
expire in the following fiscal years: 2000 - $9,000,000; 2001 - $4,000,000; 2002
- - $10,000,000. The facilities include revolving credit agreements of
$19,000,000, in which the Company pays a 0.25% commitment fee on the unused
portion. At March 31, 1998, $18,890,000 was outstanding under all domestic bank
lines of credit at a weighted average interest rate of 6.63%. At September 30,
1997, $4,800,000 was outstanding under the Company's domestic bank lines of
credit.
<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. (the "Company") develops, manufactures and markets
innovative filtration products and services to domestic customers in the U.S.
and Canada and to international customers around the world. The Company's
international focus is primarily in Europe, the Near East, Pacific Rim and Latin
America. Consolidated net sales were $68.9 million for the six months ended
March 31, 1998 compared to $64.8 million for the six months ended March 31,
1997. The 6% increase in consolidated net sales was primarily attributable to an
increase in U.S. sales of replacement parts and services for electrostatic
precipitators (ESP's) and an overall increase in business in Europe. The
increase in sales was offset in part by a decrease in U.S. export sales to
customers in Asia. Export sales to that region will remain soft for the balance
of the fiscal year as many customers are electing to delay expenditures due to
their weaker local currencies.
Net sales for the three months ended March 31, 1998 increased 16% to $38.9
million from $33.6 million for the same period in fiscal 1997. The sales of
electrostatic precipitator replacement parts and services increased during the
second quarter of 1998 as rebuild activity has been stronger in the electric
utility and industrial markets. International sales rose sharply due to
increased business in Europe. The current year sales results include the sales
of Purificacion y Filtracion, S.L. (Purfilter) in Spain, which was acquired in
the first quarter of the current fiscal year.
GROSS MARGIN
Consolidated gross margin as a percentage of sales was 31.0% and 30.3% for the
six months ended March 31, 1998 and 1997, respectively. The increase in gross
margin percentage was attributable to a sales mix of business that favors the
Company's newer products in the U.S. and Europe. Consolidated gross margin as a
percentage of sales was 30.0% and 30.5% for the three months ended March 31,
1998 and 1997, respectively. The decline for the current three-month period is
due in part to an increase in the labor portion of ESP project related work
which carries lower gross margin percentages.
OPERATING EXPENSE
Consolidated selling and advertising expense as a percentage of sales was 12.1%
and 11.0% for the six months ended March 31, 1998 and 1997, respectively. The
increase in spending was due in part to an expansion of the PTFE membrane sales
and product development efforts of BHA Technologies, Inc. for applications
outside of industrial air pollution control. The increase was also attributable
to higher sales and marketing expense related to the Company's operations in
Asia. Selling and advertising expense for the three months ended March 31, 1998
and 1997 were 11.4% and 11.0%, respectively.
General and administrative expense as a percentage of sales was 10.5% and 9.9%
for the six months ended March 31, 1998 and 1997, respectively. The increase was
attributable to higher costs associated with improvements made to the Company's
information technology infrastructure. General and administrative expense as a
percentage of sales for the three months ended March 31, 1998 and 1997 was 9.6%
and 9.9%, respectively.
<PAGE>
<PAGE>
NET INTEREST EXPENSE
Net interest expense for the six months ended March 31, 1998 and 1997 was
$600,000 and $451,000, respectively. Net interest expense was $355,000 for the
three months ended March 31, 1998 and $272,000 for the three months ended March
31, 1997. The increase in net interest expense was attributable to higher bank
borrowings under the Company's credit facilities. Proceeds from the borrowings
were used to fund working capital requirements, the acquisition of Purfilter and
capital expenditures relating to the Company's other businesses.
INCOME TAXES
The Company's effective income tax rate for the three and six months ended March
31, 1998 and 1997 was 33%.
NET EARNINGS
Net earnings for the six month period decreased 7% to $3.5 million from $3.8
million in the prior year with diluted earnings per share decreasing to $.50
from $.56 in 1997. The decrease in net earnings and diluted earnings per share
for the six-month period was due to an increase in selling, general and
administrative expense relating to the development of new business for BHA
Technologies, Inc., the expansion of sales and marketing activities in Asia and
expenditures to improve the Company's information technology infrastructure. An
increase in sales during the second quarter resulted in a 6% increase in net
earnings for the three months ended March 31, 1998 to $2.1 million, or $.30 per
diluted share, from $2.0 million, or $.29 per diluted share for the same period
in the prior year.
LIQUIDITY AND CAPITAL RESOURCES
The Company's financial position remained strong at March 31, 1998. Net working
capital was $45.3 million at March 31, 1998 compared to $32.1 million at
September 30, 1997. The increase was attributable to increases in accounts
receivable and inventory combined with a decrease in accounts payable and
accrued compensation. The current ratio was 4.5 to 1 at March 31, 1998 and 3.1
to 1 at September 30, 1997. The Company's cash and cash equivalents was $4.0
million and $2.6 million at March 31, 1998 and September 30, 1997, respectively.
Cash used in operating activities of $6.0 million for the six months ended March
31, 1998 was attributable to an increase in accounts receivable and a decrease
in accounts payable and accrued expenses.
Investing activities resulted in a net use of cash of $5.7 million and $5.1
million for the six months ended March 31, 1998 and 1997, respectively, due to
expenditures for property, plant and equipment and the acquisition of Purfilter.
During the six months ended March 31, 1998 and 1997, net cash provided by
financing activities was $13.7 million and $7.8 million, respectively. The
Company's financing activities consisted primarily of borrowings under the
Company's revolving bank lines of credit which were used to fund working capital
and investment activities.
<PAGE>
<PAGE>
At March 31, 1998 and September 30, 1997, the Company had unused domestic lines
of credit of $4.1 million and $18.2 million, respectively. The Company also had
unused foreign bank lines of credit of $1.2 million at March 31, 1998 and
September 30, 1997, respectively. Subsequent to March 31, 1998, the Company
obtained an additional unsecured line of credit in the amount of $5 million to
provide for short-term cash needs. The Company believes the cash flow from
operations and available credit lines will be sufficient to meet its capital
needs for the foreseeable future.
OTHER INFORMATION
The Company is conducting a comprehensive review of its computer systems to
identify the systems that could be affected by the "Year 2000" issue. The
Company is currently utilizing internal resources to verify that its systems are
Year 2000 compliant. These tests will be completed by December 1998. The cost
associated with these tests has been charged to expense. Management does not
believe the total expenses associated with Year 2000 compliance will be material
to the consolidated financial statements.
NEW ACCOUNTING PRONOUNCEMENTS
During fiscal year 1997 the Financial Accounting Standards Board issued a number
of new pronouncements. Statement of Financial Accounting Standards (SFAS) No.
130, "Reporting Comprehensive Income" is effective for the Company's fiscal
1999. SFAS No. 131, "Disclosures about Segments of an Enterprise and Related
Information", is effective for the Company's fiscal 1999. Management does not
expect the adoption of these statements to have a significant impact on the
consolidated financial statements.
FORWARD LOOKING INFORMATION
This report contains forward-looking statements that reflect the Company's
current views with respects 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, competition, the performance of newly established
domestic and international operations, demand and price for the Company's
products and services, and other factors. Information on factors that could
affect the Company's financial results is set forth in the Company's filings
with the Securities and Exchange Commission including the report on Form 10-K
for the Company's fiscal year ended September 30, 1997.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
On February 24, 1998, at the Annual Meeting of Shareholders of BHA Group
Holdings, Inc.
(a) The following persons were elected as Directors by the following vote:
<TABLE>
<CAPTION>
AUTHORITY
FOR WITHHELD
<S> <C> <C>
Don H. Alexander 5,286,131 2,614
Robert D. Freeland 5,286,131 2,614
Richard C. Green 5,286,131 2,614
James E. Lund 5,283,114 5,631
Thomas A. McDonnell 5,286,131 2,614
Lamson Rheinfrank, Jr. 5,283,531 5,214
James J. Thome 5,283,531 5,214
Michael T. Zak 5,283,531 5,214
</TABLE>
(b) Voting for the amendment and restatement to the Company's Incentive Stock
Plan:
FOR AGAINST WITHHELD NON-VOTE
3,272,783 1,165,692 480,914 369,356
(c) Voting for the ratification of KPMG Peat Marwick LLP as the independent
auditors of the Company for the fiscal year ending September 30, 1998
was as follows:
FOR AGAINST WITHHELD NON-VOTE
5,246,774 1,378 40,593 0
Item 6 - Exhibits and Reports on Form 8-K
(a) Exhibit 11: Computation of earnings per common share
(b) Exhibit 27: Financial Data Schedule
Reports on Form 8-K:
(c) During the quarter ended March 31, 1998, 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 13, 1998 By: /s/ James S. Shay
- ---------------------------------- -----------------------------------
Date (Signature)
James C. Shay
Secretary, 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
11 Computation of Earnings Per Common Share
27 Financial Data Schedule
<PAGE>
<PAGE>
Exhibit 11
BHA GROUP HOLDINGS, INC.
COMPUTATION OF EARNINGS PER COMMON SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31 MARCH 31
1998 1997 1998 1997
-------------- ------------- ------------- --------------
<S> <C> <C> <C> <C>
(In thousands, except per share
data)
Net earnings $ 2,100 $ 1,972 $ 3,491 $ 3,766
Weighted average number of
common shares:
Basic weighted average
number of 6,520 6,584 6,513 6,595
outstanding common
shares
Basic earnings per common
shares: $ .32 $ .30 $ .54 $ .57
-------------- ------------- ------------- --------------
Weighted average number of
common and common stock
equivalent shares:
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) 477 192 472 184
-------------- ------------- ------------- --------------
6,997 6,776 6,985 6,779
-------------- ------------- ------------- --------------
Diluted earnings per common
and common stock
equivalent shares: $ .30 $ .29 $ .50 $ .56
-------------- ------------- ------------- --------------
</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, 1998 and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 4,013
<SECURITIES> 0
<RECEIVABLES> 30,105
<ALLOWANCES> 1,007
<INVENTORY> 21,809
<CURRENT-ASSETS> 58,345
<PP&E> 61,922
<DEPRECIATION> 26,839
<TOTAL-ASSETS> 102,124
<CURRENT-LIABILITIES> 13,049
<BONDS> 26,030
<COMMON> 79
0
0
<OTHER-SE> 59,788
<TOTAL-LIABILITY-AND-EQUITY> 102,124
<SALES> 32,073
<TOTAL-REVENUES> 38,880
<CGS> 21,025
<TOTAL-COSTS> 27,207
<OTHER-EXPENSES> 8,162
<LOSS-PROVISION> 90
<INTEREST-EXPENSE> 356
<INCOME-PRETAX> 3,155
<INCOME-TAX> 1,055
<INCOME-CONTINUING> 2,100
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,100
<EPS-PRIMARY> .32
<EPS-DILUTED> .30
</TABLE>
