<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, 2000 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 19, 2000, the number of shares outstanding of the Registrant's Common
Stock was 6,512,549.
<PAGE>
Part I. Financial Information
BHA Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
<TABLE>
<CAPTION>
(In Thousands, Except Share Data) June 30, September 30,
Assets 2000 1999
------ ---------------- ------------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,924 $ 877
Accounts receivable, less allowance for doubtful receivables
of $1,424 and $1,286, respectively 29,430 28,356
Inventories (note 3) 26,088 28,043
Income taxes receivable -- 319
Prepaid expenses 2,214 1,989
Deferred income taxes 2,360 2,360
---------------- -------------------
Total current assets 63,016 61,944
---------------- -------------------
Property, plant and equipment, at cost 71,625 67,674
Less accumulated depreciation and amortization 36,334 32,770
---------------- -------------------
Net property, plant and equipment 35,291 34,904
---------------- -------------------
Other assets 10,694 11,300
---------------- -------------------
$109,001 $108,148
================ ===================
Liabilities and Shareholders' Equity
Current liabilities:
Current installments of long-term debt and lease obligations $ 757 $ 2,922
Accounts payable 9,069 8,881
Accrued expenses and other current liabilities 8,581 6,856
Income tax payable 194 --
---------------- -------------------
Total current liabilities 18,601 18,659
---------------- -------------------
Long-term deferred income taxes 1,626 1,715
Long-term debt, excluding current installments 22,802 20,345
Long-term lease obligations, excluding current installments 7,200 7,600
Other liabilities 260 937
Shareholders' equity:
Common stock $0.01 par value. Authorized 20,000,000 shares. 87 87
Issued 8,746,701 in 2000 and 8,739,310 in 1999.
Additional paid-in capital 61,799 61,792
Retained earnings 27,182 23,219
Accumulated - other comprehensive income (1,640) (899)
Unearned compensation -- (4)
Less cost of 2,234,152 and 1,752,168 shares, respectively, of (28,916) (25,303)
common stock in treasury
---------------- -------------------
Total shareholders' equity 58,512 58,892
---------------- -------------------
$109,001 $108,148
================ ===================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-1-
<PAGE>
BHA Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
For the Three Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except per share data) 2000 1999
---- ----
<S> <C> <C>
Net sales $39,828 $38,943
Cost of sales 28,096 28,355
------------------- --------------------
Gross margin 11,732 10,588
------------------- --------------------
Operating expenses
Selling and advertising expense 4,657 5,149
General and administrative expense 4,512 4,023
------------------- --------------------
Total operating expenses 9,169 9,172
------------------- --------------------
Operating income 2,563 1,416
------------------- --------------------
Interest expense, net 502 524
------------------- --------------------
Earnings before income taxes 2,061 892
------------------- --------------------
Income taxes 737 295
------------------- --------------------
Net earnings $1,324 $ 597
=================== ====================
Basic earnings per common share $ .20 $ .09
Diluted earnings per common share .20 .08
Basic weighted average number of common shares outstanding 6,520 6,993
Diluted weighted average number of common shares outstanding 6,592 7,039
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-2-
<PAGE>
BHA Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings
For the Nine Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except per share data) 2000 1999
---- ----
<S> <C> <C>
Net sales $123,065 $114,502
Cost of sales 86,197 83,846
------------------- --------------------
Gross margin 36,868 30,656
------------------- --------------------
Operating expenses
Selling and advertising expense 14,889 15,025
General and administrative expense 13,438 11,551
------------------- --------------------
Total operating expenses 28,327 26,576
------------------- --------------------
Operating income 8,541 4,080
------------------- --------------------
Interest expense, net 1,492 1,438
------------------- --------------------
Earnings before income taxes 7,049 2,642
------------------- --------------------
Income taxes 2,487 885
------------------- --------------------
Net earnings $ 4,562 $ 1,757
=================== ====================
Basic earnings per common share $ .69 $ .25
Diluted earnings per common share .68 .25
Basic weighted average number of common shares outstanding 6,630 7,052
Diluted weighted average number of common shares outstanding 6,687 7,169
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-3-
<PAGE>
BHA Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
for the Three and Nine Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended
(In thousands) 2000 1999
---- ----
<S> <C> <C>
Net earnings $1,324 $ 597
Other comprehensive income - foreign currency
translation adjustments (586) (165)
----------------- -----------------
Comprehensive income $ 738 $ 432
================= =================
<CAPTION>
Nine Months Ended
(In thousands) 2000 1999
---- ----
<S> <C> <C>
Net earnings $4,562 $1,757
Other comprehensive income - foreign currency
translation adjustments (741) (816)
----------------- -----------------
Comprehensive income $3,821 $ 941
================= =================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-4-
<PAGE>
BHA Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Shareholders' Equity
for the Nine Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
(In thousands, except share and per share data) 2000 1999
---- ----
<S> <C> <C>
Common stock:
Balance at beginning period $ 87 $ 87
Issuance of 721 and 72,957 shares of common
stock in 2000 and 1999, respectively -- --
---------------------- ---------------------
Balance at end of period 87 87
---------------------- ---------------------
Additional paid-in capital:
Balance at beginning of period 61,792 61,310
Excess over par value of common stock issued 7 287
---------------------- ---------------------
Balance at end of period 61,799 61,597
---------------------- ---------------------
Retained earnings:
Balance at beginning of period 23,219 22,983
Net earnings for the period 4,562 1,757
Cash dividends of $.09 per share paid on common stock
during 2000 and 1999 (599) (639)
---------------------- ---------------------
Balance at end of period 27,182 24,101
---------------------- ---------------------
Accumulated - other comprehensive income:
Balance at beginning of period (899) (293)
Equity adjustment from foreign currency translation (741) (816)
---------------------- ---------------------
Balance at end of period (1,640) (1,109)
---------------------- ---------------------
Unearned compensation:
Balance at beginning of period (4) (108)
Compensation expense 4 78
---------------------- ---------------------
Balance at end of period -- (30)
---------------------- ---------------------
Treasury stock:
Balance at beginning of period (25,303) (22,026)
Acquisition of 395,684 and 233,200 shares of common
stock, at cost, during 2000 and 1999, respectively (3,613) (2,647)
Issuance of 8,807 treasury shares pursuant to stock option
exercises, net, during 1999 -- 197
---------------------- ---------------------
Balance at end of period (28,916) (24,476)
---------------------- ---------------------
Total shareholders' equity $ 58,512 $ 60,170
====================== =====================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-5-
<PAGE>
BHA Group Holdings, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<CAPTION>
(In thousands) 2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings: $4,562 $1,757
Adjustment to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 4,237 4,402
Deferred Income Tax (476) (17)
Changes in assets and liabilities:
Accounts receivable (1,074) 195
Inventories 1,955 3,801
Prepaid expenses (225) (736)
Accounts payable 188 (5,528)
Accrued expenses and other liabilities 1,725 (902)
Income taxes payable 513 (1,075)
----------------- -----------------
Net cash provided by operating activities 11,405 1,897
----------------- -----------------
Cash flows from investing activities:
Acquisition of property, plant and equipment (4,001) (4,161)
Acquisition of product rights -- (700)
Change in other assets and liabilities (303) (1,995)
----------------- -----------------
Net cash used in investing activities (4,304) (6,856)
----------------- -----------------
Cash flows from financing activities:
Payment of cash dividend on common stock (599) (639)
Purchase of treasury stock (3,613) (2,647)
Proceeds from issuance of common stock 7 287
Net stock options exercised -- 197
Net proceeds from borrowings under bank term notes -- 2,997
Proceeds from lease obligations -- 8,000
Net proceeds (repayments) from borrowings under
revolving bank lines of credit 2,792 154
Repayments of long-term debt and other long-term liabilities (2,900) (971)
----------------- -----------------
Net cash provided (used) by financing activities (4,313) 7,378
----------------- -----------------
Effect of exchange rate changes (741) (816)
----------------- -----------------
Net increase in cash and cash equivalents 2,047 1,603
Cash and cash equivalents at beginning of period 877 193
----------------- -----------------
Cash and cash equivalents at end of period $ 2,924 $ 1,796
================= =================
</TABLE>
See accompanying notes to condensed consolidated financial statements.
-6-
<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 (the "Company" or
"BHA") Annual Report to Shareholders for the fiscal year ended September 30,
1999, and with Management's Discussion and Analysis of Results of Operations and
Financial Condition appearing within this quarterly report.
(2) Earnings Per Common Share
Basic earnings per share is computed by dividing net earnings available to
common shareholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share is computed based upon the weighted
average number of common shares and dilutive common equivalent shares
outstanding. Stock options, which are common stock equivalents, have a dilutive
effect on earnings per share in all periods presented and are therefore included
in the computation of diluted earnings per share. A reconciliation of the
numerators and the denominators of the basic and diluted per-share computations
is as follows:
<TABLE>
<CAPTION>
(In thousands, except per share data)
For the three months ended
June 30, 2000 June 30, 1999
------------------------------------------ -------------------------------------------
Net Earnings Shares Per-Share Net Earnings Shares Per-Share
(Numerator) (Denom.) Amt. (Numerator) (Denom.) Amt.
----------- -------- ---- ----------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share:
Earnings available to common
shareholders $ 1,324 6,520 $ 0.20 $ 597 6,993 $ 0.09
Effect of dilutive
securities--stock options -- 72 -- 46
Diluted earnings per share:
Earnings available to common
shareholders and assumed
conversion $ 1,324 6,592 $ 0.20 $ 597 7,039 $ 0.08
========================================== ===========================================
<CAPTION>
(In thousands, except per share data)
For the nine months ended
June 30, 2000 June 30, 1999
------------------------------------------ -------------------------------------------
Net Earnings Shares Per-Share Net Earnings Shares Per-Share
(Numerator) (Denom.) Amt. (Numerator) (Denom.) Amt.
----------- -------- ---- ----------- -------- ----
<S> <C> <C> <C> <C> <C> <C>
Basic earnings per share:
Earnings available to common
shareholders $ 4,562 6,630 $ 0.69 $ 1,757 7,052 $ 0.25
Effect of dilutive
securities--stock options -- 57 -- 117
Diluted earnings per share:
Earnings available to common
shareholders and assumed
conversion $ 4,562 6,687 $ 0.68 $ 1,757 7,169 $ 0.25
========================================== ===========================================
</TABLE>
-7-
<PAGE>
(3) Inventories
BHA 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, 2000 and September 30, 1999 were as
follows (in thousands):
<TABLE>
<CAPTION>
June 30, September 30,
2000 1999
----------------------- -----------------------
<S> <C> <C>
Raw materials $17,581 $16,173
Work-in-process 520 2,150
Finished goods 7,987 9,720
----------------------- -----------------------
Total $26,088 $28,043
======================= =======================
</TABLE>
(4) Business Segments
BHA reports its operations as three business segments, Domestic Air Pollution
Control (Domestic APC), Europe Air Pollution Control (Europe APC), and BHA
Technologies. Domestic APC consists of the air pollution control products and
services sold or managed from the United States. Such sales include shipments
and services throughout North America, Latin America, Asia, and the Pacific Rim,
as such revenues are derived from BHA's U.S. based management group. The Europe
APC segment represents sales of products and services managed from BHA's
European manufacturing, distribution, and sales offices. BHA Europe generally
services customers throughout Europe, as well as in the Middle East and Northern
Africa. BHA Technologies supplies ePTFE membrane products to BHA's APC business,
and is also developing a market for such products outside of air pollution
control.
BHA manages these segments as strategic business units. Europe APC represents a
distinct business unit as it maintains its own manufacturing, sales, marketing,
and project management resources. Sales to other international locations are
included in the Domestic APC business segment, as most or all of the key
manufacturing, engineering, and sales support functions are performed from the
United States. BHA Technologies operates as a distinct entity due to its unique
technologies, as well as the marketing of products unrelated to air pollution
control.
Reportable segment data was as follows (in thousands):
Net Sales
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------------------------
June 30, June 30,
2000 1999
----------------------- -----------------------
<S> <C> <C>
Domestic APC $33,885 $34,107
Europe APC 3,996 4,652
BHA Technologies 1,947 184
----------------------- -----------------------
Total $39,828 $38,943
======================= =======================
</TABLE>
-8-
<PAGE>
Net Sales
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------------------
June 30, June 30,
2000 1999
----------------------- -----------------------
<S> <C> <C>
Domestic APC $104,443 $ 98,277
Europe APC 14,943 15,134
BHA Technologies 3,679 1,091
----------------------- -----------------------
Total $123,065 $114,502
======================= =======================
</TABLE>
Net sales represent revenues from sales to unaffiliated customers.
Earnings (Loss) Before Income Taxes
<TABLE>
<CAPTION>
Three Months Ended
---------------------------------------------------
June 30, June 30,
2000 1999
----------------------- -----------------------
<S> <C> <C>
Domestic APC $2,448 $ 2,836
Europe APC (253) (1,021)
BHA Technologies (134) (923)
----------------------- -----------------------
Total $2,061 $ 892
======================= =======================
</TABLE>
Earnings (Loss) Before Income Taxes
<TABLE>
<CAPTION>
Nine Months Ended
---------------------------------------------------
June 30, June 30,
2000 1999
----------------------- -----------------------
<S> <C> <C>
Domestic APC $8,394 $ 7,026
Europe APC (646) (1,299)
BHA Technologies (699) (3,085)
----------------------- -----------------------
Total $7,049 $ 2,642
======================= =======================
</TABLE>
-9-
<PAGE>
BHA Group Holdings, Inc. and Subsidiaries
Management's Discussion and Analysis
Results of Operations and Financial Condition
General
For purposes of this "Management's Discussion and Analysis," as well as the
segment reporting information included in Note 4 to the Condensed Consolidated
Financial Statements, Domestic Air Pollution Control ("Domestic APC") represents
all air pollution control business for which the products or services are sold
or managed from the United States. Generally, this includes revenues to
customers in the U.S. and exports to customers in Canada, Latin America, and
Asia. Europe APC represents all air pollution control business for which the
products or services are sold or managed primarily from Europe. Such revenues
are typically generated in Europe, Northern Africa and the Middle East. BHA
Technologies, a subsidiary engaged in the production and sale of ePTFE membrane
for both APC and non-APC applications, represents BHA's third business segment.
Net Sales
Consolidated net sales for the nine months ended June 30, 2000 ("fiscal 2000")
increased 8% to $123.1 million from $114.5 million for the same period in fiscal
1999. Consolidated sales for the quarter ended June 30, 2000 ("third quarter")
increased 2% to $39.8 million from $38.9 million for the same period in fiscal
1999. Sales in Domestic APC increased 6% for the nine month period but declined
by 1% for the third quarter as compared to the same periods in fiscal 1999.
Sales in this business segment increased $6.2 million year over year for the
nine month period in fiscal 2000 as growth in fabric filter sales more than
offset a $3.6 million decrease in the electrostatic precipitator ("ESP")
products and services. The third quarter sales decline was the result of lower
ESP revenues. The ESP business is impacted by large projects and revenues will
fluctuate between quarters. Order and quote activity during the most recent
quarter indicates that the revenue shortfall is consistent with this historical
volatility and is not necessarily an indication of a general decline in the
Company's ESP business.
Europe APC sales decreased 1% to $14.9 million for the nine month period and
were 14% lower in the most recent quarter compared to the same periods in fiscal
1999. The reported weakness in the European segment year-to-date sales, as
reported in U.S. dollars, is the result of the weakness of the Euro. Sales,
denominated in local currencies, have actually increased modestly for the nine
month period and declined by less than 3% for the quarter compared to the same
periods in fiscal 1999.
From fiscal 1999 to fiscal 2000, shipments of ePTFE membrane from BHA
Technologies to third party customers, increased from $1.1 million to $3.7
million and from $0.2 million to $1.9 million for the nine month and three month
periods, respectively. The increase is largely the result of shipments of HEPA
rated filters under a previously announced multi-year supply agreement with a
major consumer products manufacturer.
-10-
<PAGE>
Gross Margin
Consolidated gross margin was 30.0% for the first nine months of fiscal 2000
compared to 26.8% for the same period in the prior year. The improvement was the
result of unusual charges recorded in the prior year. Excluding the prior year
charge, gross margin as a percentage of sales was essentially unchanged.
Consolidated gross margins for the third quarter of fiscal 2000 were 29.5%,
reflecting a slight improvement as compared to the 29.1% gross margin generated
during the same quarter in the prior year, exclusive of unusual charges.
The gross margins for the nine months ended June 30, 1999, were adversely
impacted by several factors (the "unusual charges") including: (1) a cost
overrun on a large fixed-price ESP rebuild project on which a loss of $2.4
million was recognized, (2) substantial experimentation and testing performed by
BHA Technologies totaling $0.9 million related to adhesive lamination to develop
non-APC products, and (3) inventory write-downs of $0.4 million attributable to
the Company's consolidation of manufacturing operations in Europe.
Operating Expense
Operating expense was $28.3 million (23.0% of sales) for the nine months ended
June 30, 2000 compared to $26.6 million (23.2% of sales) for the first nine
months of fiscal 1999. For the third quarter of fiscal 2000, operating expenses
were $9.2 million (23.0% of sales) compared to $9.2 million (23.6% of sales) for
the same period in fiscal 1999.
Interest Expense
Interest expense increased by $54,000 to $1.5 million for the first nine months
of fiscal 2000 as compared to the same period in the prior year. Average
borrowings decreased slightly, however, average interest rates increased by
approximately 0.25% for the nine month period as compared to the prior year. The
Company's increase in average interest rates was relatively modest due to an
$8.0 million tax exempt industrial development revenue bond issue that was
completed during fiscal 1999.
Income Taxes
The effective income tax rate was 35.3% for the first nine months of fiscal 2000
compared to 33.5% for the same period in fiscal 1999. The higher effective tax
rate is the result of losses in foreign operations for which current income tax
benefits are not available.
Net Earnings
Net earnings for the third quarter of fiscal 2000 were $1.3 million ($0.20 per
diluted share) compared to net earnings of $0.6 million ($0.08 per diluted
share) in the third quarter of fiscal 1999. For the first nine months of fiscal
2000, the Company had net earnings of $4.6 million ($0.68 per diluted share)
compared to earnings of $1.8 million ($0.25 per diluted share) for the same
period in the prior year. Much of the improvements in net earnings was the
result of unusual changes recorded in the prior year as discussed above. The
average number of common and common equivalent shares declined from 7.2 million
shares to 6.7 million shares due to stock repurchased by the Company on the open
market in each year.
-11-
<PAGE>
Liquidity and Capital Resources
Net working capital increased from $43.3 million at September 30, 1999 to $44.4
million at June 30, 2000. The current ratio at June 30, 2000 and September 30,
1999 was 3.4 and 3.3, respectively. The Company's cash increased from $0.9
million at September 30, 1999 to $2.9 million at June 30, 2000. Cash provided by
operating activities for the nine months ended June 30, 2000 was $11.4 million
compared to $1.9 million of cash being provided by operating activities for the
nine months ended June 30, 1999.
Investing activities resulted in a net use of cash of $4.3 million and $6.9
million for the nine months ended June 30, 2000 and 1999, respectively. The
investment in capital expenditures was $4.0 million for the first nine months of
fiscal 2000 and $4.2 million for the first nine months of fiscal 1999. The
fiscal 1999 activity also included the investment of proceeds from a
sales-leaseback transaction related to the issuance of industrial development
revenue bonds of $2.0 million and the purchase of product rights in Drayton
Acoustics of $0.7 million.
During the nine month period ended June 30, 2000 the Company used $4.3 million
in financing activities, primarily to pay cash dividends and to repurchase $3.6
million of its common stock on the open market. During the same period in fiscal
1999, net cash provided by financing activities was $7.4 million.
The Company has financing commitments that include a $15.0 million U.S. term
note with a final maturity in 2005, an $18.0 million U.S. revolving credit
facility maturing in 2002, and credit facilities in Germany for a U.S.
equivalent of approximately $5.5 million maturing in 2003. The Company's unused
commitments as of June 30, 2000 were approximately $10.0 million. The Company
believes that cash flows from operations and available credit lines will be
sufficient to meet its capital needs for the foreseeable future.
Year 2000
In previous years, the Company established a task force to address and assess
Year 2000 ("Y2K") compliance for the Company's computer system and software
applications, facilities throughout the world, the products that include
date-sensitive microprocessors, and suppliers providing both goods and services.
The Company did not experience any significant problems related to Y2K.
New Accounting Pronouncements
Statement of Financial Accounting Standard (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities," is effective for BHA's fiscal
year 2001. The statement establishes accounting and reporting standards for
derivative instruments and all hedging activities. This statement will not have
any impact on BHA's results of operations, as all derivative instruments are
designated as hedges against foreign currency exposures.
Forward Looking Information
This report 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
words. 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
-12-
<PAGE>
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. You should
consult the section entitled "Factors Affecting Earnings and Stock Price" in the
Company's annual report on Form 10-K.
Quantitative and Qualitative Disclosures about Market Risk
Forward Exchange Contracts
BHA periodically enters into forward exchange contracts in order to fix the
currency exchange rate related to intercompany transactions with its foreign
subsidiaries. Changes in the value of these instruments due to currency
movements offset the foreign exchange gains and losses of the corresponding
intercompany transactions. At March 31, 2000, the aggregate amount of such
forward exchange contracts was approximately $1,700,000. The fair value of the
outstanding forward exchange contracts approximates the aggregate amount
outstanding at March 31, 2000.
-13-
<PAGE>
Part II. Other Information
Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibit 11: Computation of earnings per common share.
(b) Exhibit 27: Financial Data Schedule
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)
July 24, 2000 By: /s/ James C. Shay
------------------------- -------------------------------------
Date (Signature)
James C. Shay
Senior Vice President, Finance
and Administration,
Principal Financial and
Accounting Officer
By: /s/ James E. Lund
-------------------------------------
(Signature)
James E. Lund
President and
Chief Executive Officer
-14-
<PAGE>
Exhibit Index
Exhibit No. Description
11 Computation of Earnings Per Common Share
27 Financial Data Schedule
-15-
