<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the Quarterly Period Ended February 29, 1996 Commission File Number 0-288
----------------- -----
Robbins & Myers, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 31-0424220
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Kettering Tower, Dayton, Ohio 45423
- -------------------------------------------------------------------------------
(Address of Principal executive offices) (Zip Code)
Registrant's telephone number including area code (513) 222-2610
--------------
None
- -------------------------------------------------------------------------------
Former name, former address and former fiscal year if changed since last report
Indicate by check mark 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 12 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
--- ---
Common shares, without par value, outstanding as of
February 29, 1996: 5,226,136
- -----------------------------
-1-
<PAGE> 2
PART 1--FINANCIAL INFORMATION
ROBBINS & MYERS, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEET
<TABLE>
<CAPTION>
($ in thousands)
February 29, August 31,
1996 1995
------------ ----------
<S> <C> <C>
ASSETS (Unaudited)
Current Assets
Cash and cash equivalents $ 7,240 $ 10,210
Accounts receivable, net 57,328 49,415
Inventories:
Finished products 14,134 13,743
Products in process 18,156 15,149
Materials and supplies 13,856 14,284
-------- --------
46,146 43,176
Deferred taxes 5,833 4,539
Prepaid expenses 1,903 2,492
-------- --------
Total Current Assets 118,450 109,832
Goodwill 90,444 73,497
Other Intangible Assets 13,498 13,573
Deferred Taxes 3,792 4,522
Other Assets 4,552 4,378
Property, Plant and Equipment 106,608 99,169
Less accumulated depreciation 39,053 34,564
-------- --------
67,555 64,605
-------- --------
$298,291 $270,407
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable $21,211 $ 22,442
Accrued expenses 48,982 49,190
Current portion long-term debt 8,456 6,067
-------- --------
Total Current Liabilities 78,649 77,699
Long-Term Debt 79,241 61,834
Other Long-Term Liabilities 62,712 60,935
Shareholders' Equity:
Common stock without par value:
Authorized shares--25,000,000
Outstanding shares--5,226,136 at February 29, 1996 and 5,202,544
at August 31, 1995, after deducting shares in treasury--120,771
at February 29, 1996 and 135,805 at August 31, 1995 21,693 20,682
Retained Earnings 56,826 49,254
Equity adjustment for foreign currency translation (56) 777
Equity adjustment to recognize minimum pension liability (774) (774)
-------- --------
77,689 69,939
-------- --------
$298,291 $270,407
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
<PAGE> 3
ROBBINS & MYERS, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CONDENSED OPERATIONS
(in thousands except per share data)
(Unaudited)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ------------------------------
February 29, February 28, February 29, February 28,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $84,179 $70,873 $165,391 $139,501
Cost of sales 56,413 46,728 110,523 92,314
------------ ------------ ------------ ------------
27,766 24,145 54,868 47,187
Engineering and development, selling and
administrative expenses 19,545 17,351 38,681 34,338
Interest expense 1,899 1,836 3,569 3,632
Other (income) deductions - net (390) (86) (758) (159)
------------ ------------ ------------ ------------
Income before income taxes 6,712 5,044 13,376 9,376
Income taxes 2,383 1,957 4,949 3,373
------------ ------------ ------------ ------------
Net income $4,329 $3,087 $8,427 $6,003
============ ============ ============ ============
Earnings per share:
Primary $0.79 $0.58 $1.54 $1.13
============ ============ ============ ============
Assuming full dilution $0.79 $0.58 $1.54 $1.13
============ ============ ============ ============
Weighted average common shares
Primary 5,465 5,286 5,469 5,280
============ ============ ============ ============
Assuming full dilution 5,478 5,306 5,482 5,299
============ ============ ============ ============
Dividends per share:
Declared $0.0875 $0.075 $0.1625 $0.15
============ ============ ============ ============
Paid $0.0875 $0.075 $0.1625 $0.15
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
<PAGE> 4
ROBBINS & MYERS, INC. AND SUBSIDIARIES
STATEMENT OF CONSOLIDATED CONDENSED CASH FLOWS
(in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended
-----------------------------------
February 29, February 28,
1996 1995
------------ ------------
<S> <C> <C>
Operating Activities:
Net income $8,427 $6,003
Equity adjustment for foreign currency translation (833) (562)
Adjustment required to reconcile net income
to net cash and cash equivalents provided
(used) by operating activities:
Depreciation 4,919 4,269
Amortization 2,123 1,718
Deferred taxes (564) (465)
Equity (income) loss on unconsolidated investment (977) 187
Other 436 0
Changes in operating assets and liabilities:
Accounts receivable, less allowances (7,913) (5,357)
Inventories (2,970) 285
Prepaid expenses 589 2,573
Other assets 803 123
Accounts payable (1,231) 1,339
Accrued expenses (208) 1,301
Other long-term liabilities 830 491
------------ ------------
Net Cash and Cash Equivalents Provided by Operating Activities 3,431 11,905
Investing Activities:
Capital expenditures, net of nominal disposals (6,921) (3,460)
Financing Activities:
Proceeds from borrowings of senior debt 42,669 3,505
Payments of long-term debt (23,294) (4,380)
Proceeds from sale of common stock 575 267
Retirement of stock appreciation rights
and acquisition costs incurred (18,574) (136)
Dividends paid (856) (779)
------------ ------------
Net Cash and Cash Equivalents Provided
(Used) by Financing Activities 520 (1,523)
------------ ------------
(Decrease) Increase in Cash and Cash Equivalents (2,970) 6,922
Cash and Cash Equivalents at Beginning of Period 10,210 16,079
------------ ------------
Cash and Cash Equivalents at End of Period $7,240 $23,001
============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
<PAGE> 5
ROBBINS & MYERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
February 29, 1996
(Unaudited)
NOTE A--PREPARATION OF FINANCIAL STATEMENTS
In the opinion of management, the accompanying unaudited consolidated
condensed financial statements contain all adjustments, consisting of
normally recurring items, necessary to present fairly the financial
condition of the Company and its subsidiaries as of February 29, 1996 and
August 31, 1995 and the results of their operations for the three month and
six month periods ended February 29, 1996, and February 28, 1995, and their
cash flows for the six month periods ended February 29, 1996, and February
28, 1995. All intercompany transactions have been eliminated.
NOTE B--NET INCOME PER SHARE
Net income per share was calculated as disclosed in Exhibit 11.
NOTE C--STOCK APPRECIATION RIGHTS
On October 10, 1995, 1,850,000 of stock appreciation rights were retired for
$9.75 per right. This resulted in a total payment of $18,037,500. The
payment was made on October 24, 1995 and was financed through the Company's
long-term revolving credit agreement. The Company' s covenants with its
lenders were amended as a result of this transaction and the Company is in
compliance with the modified covenants.
The following summarizes the Company's debt:
<TABLE>
<CAPTION>
February 29, August 31,
1996 1995
------------ ----------
(In thousands)
<S> <C> <C>
Senior debt:
Term loan $35,375 $36,500
Revolving credit loan 24,300 3,800
Subordinated debt:
Face amount 30,307 30,495
Discount (2,285) (2,894)
------------ ----------
Total debt 87,697 67,901
Less current portion 8,456 6,067
------------ ----------
$79,241 $61,834
============ ==========
</TABLE>
6
<PAGE> 6
ROBBINS & MYERS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--Continued
NOTE D--INCOME TAXES
The estimated annual effective tax rates are 37% and 36% for 1996 and 1995,
respectively. In 1996, the estimated effective tax rate was decreased from
the 38.5% rate used in the first quarter, primarily due to the decrease in
statutory tax rates in Brazil. In 1995, the tax rate was increased from
the 32.7% rate used in the first quarter, primarily due to increased estimates
of pretax income for the year. These changes had an immaterial impact on net
income for each respective period.
NOTE E--ACCOUNTING FOR STOCK BASED COMPENSATION
In October 1995, the Financial Accounting Standards Board issued Statement
No. 123, "Accounting for Stock- Based Compensation." The Statement
establishes financial accounting and reporting standards for stock-based
employee compensation plans. Companies may elect to account for such plans
under the fair value method or continue the previous accounting and disclose
pro forma net income and earnings per share as if the fair value method was
applied. The statement is to be applied on a prospective basis beginning in
the Company's fiscal year 1997.
The Company has not yet determined the potential financial statement impact
of the Standard, nor has it decided how or when it will initially adopt the
Standard.
7
<PAGE> 7
PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
($ in thousands)
RESULTS OF OPERATIONS
Fiscal 1996 and 1995
Net income of $4.3 million for the second quarter ended February 29,1996
was 40.2% higher than in the second quarter of 1995. Earnings per share of
$.79, fully diluted, increased 36.2% from the second quarter of 1995. On a
year to date basis, net income of $8.4 million was 40.3% higher than the
prior year and earnings per share of $1.54, fully diluted, was 36.3% higher
than the prior year. These increases are primarily the result of higher
volume, as discussed below.
Net sales for the second quarter of 1996 were $84.2 million, an increase
of 18.8% over the same period of the prior year. Year to date sales of
$165.4 million were 18.6% higher than the prior year. These increases were
primarily driven by the strong market demand for the Company's mixing
equipment and glass-lined storage and reactor vessels. These products are
primarily sold to the pharmaceutical, chemical, and petrochemical markets,
which are expected to remain strong at least through calendar year 1996. In
addition, the Company expanded its aftermarket business from the prior year,
resulting in increased sales. Company backlog is at a record level of $112
million at February 29, 1996 , $2 million higher than November 30, 1995, $5
million higher than August 31, 1995 and $26 million higher than February
28,1995.
The gross margin percentage of 33.0% for the second quarter of 1996(33.2%
year to date) was slightly lower than the 34.1% for the second quarter of
1995(33.8% year to date), despite the higher sales levels in 1996. This
relationship is a result of product mix, as the margins for the products with
the greatest sales increases, industrial mixers and reactor vessels, are
traditionally lower than the Company's progressing cavity pump products.
Margins for industrial mixers and reactor vessels, however, have improved
over the prior year as a result of the higher volume and profitability
improvement measures, including restructuring, implemented by the Company.
Engineering and development, selling and administrative expenses decreased
as a percentage of sales from 24.5% in the second quarter of 1995(24.6% year
to date) to 23.2% in the second quarter 1996 (23.4% year to date). These
decreases resulted from the higher sales volume and the fixed nature of
certain of these expenses.
Interest expense of $1.9 million, $3.6 million year to date, was unchanged
from the same periods of the prior year. The effective interest rate and
average debt levels for each period was consistent with the prior year.
The estimated effective annual tax rate was 37.0% for 1996 compared to
36.0% for 1995. The tax rate for 1995 reflected utilization of some foreign
net operating loss carryforwards. The 1996 tax rate is more reflective of
ongoing operations.
LIQUIDITY AND CAPITAL RESOURCES
During the first half of 1996, 1.9 million of outstanding stock
appreciation rights were retired for $18 million. Also, capital expenditures
and uses for working capital needs (exclusive of cash) required $7 million
and $10 million in cash for the six months, respectively. These uses of cash
were financed through funds generated from operations (exclusive of working
capital increases) of $14 million and net debt borrowings of $19 million.
Cash flow for the second half of the year is expected to be strong as
operations continue to be positive with the same or slightly lower working
capital levels.
In the first half of 1995 the significant use of cash was capital
expenditures of $3.5 million. This was funded by cash generated from
operations of $12 million. The net result was an increase of $6.9 million in
cash balances for the first six months of 1995.
8
<PAGE> 8
PART I--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS LIQUIDITY AND CAPITAL RESOURCES --CONTINUED
The Company expects operating cash flow to be adequate for the remainder
of fiscal year 1996's needs, including scheduled debt service and shareholder
dividend requirements. The major cash requirement for the remainder of 1996
is planned capital expenditures of $9 million. Capital expenditures include
both cost reduction and replacement items and exceed expected depreciation
and amortization of $7 million for the same period.
The Company's significant foreign operations have the local currency as
their functional currency. The foreign operations primarily buy and sell
within the same country; mitigating the impact of currency fluctuations on
operations. To the extent that significant transactions are completed in a
different currency, the Company hedges its risk to future currency
fluctuations through foreign currency forward contracts with major financial
institutions.
At February 29, 1996, the Company had approximately $14 million available
under its current bank credit agreement which management considered adequate
to meet the Company's operating needs.
9
<PAGE> 9
PART II--OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
a) The Annual Meeting of Shareholders of Robbins & Myers, Inc. (the
"Company") was held on December 13, 1995.
b) The Company's Board of Directors is divided into two classes, with one
class of directors elected at each annual meeting of shareholders. At
the Annual Meeting on December 13, 1995, the following persons were
elected directors of the Company for a term of office expiring at
the annual meeting of shareholders to be held in 1997: Robert J.
Kegerreis, Ph.D., Maynard H. Murch IV, John N. Taylor, Jr., and
William D. Manning, Jr. The other directors whose terms of office
continued after the Annual Meeting are Daniel W. Duval, Thomas P.
Loftis, and Jerome F. Tatar.
c) At the Annual Meeting on December 13, 1995, three items were voted on
by shareholders, namely:
1) the election of directors in which, as noted above, Messrs.
Kegerreis, Murch, Taylor, and Manning were elected directors of
the Company, each having 4,642,606 cast for their election and
6,143 withheld;
2) adoption of the 1995 Stock Option Plan for Non-Employee Directors
was approved with 4,378,739 cast for approval, 241,081 against
approval, and 16,819 abstentions; and
3) the appointment of Ernst & Young LLP as independent auditors of
the Company for fiscal year ending August 31, 1996, was approved
with 4,634,666 cast for approval, 10,278 against approval, and
3,805 abstentions.
Item 6. Exhibits and Reports on Form 8-K
a) See index to Exhibits.
b) Reports on Form 8-K. During the quarter ended February 29, 1996, the
Company did not file any reports on Form 8-K.
9
<PAGE> 10
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.
ROBBINS & MYERS, INC
------------------------------
DATE: 4/10/96 BY: /s/ GEORGE M. WALKER
------------------------------ ------------------------------
George M. Walker
Vice President & CFO
(Principal Financial Officer)
DATE: 4/10/96 BY: /s/ KEVIN J. BROWN
------------------------------ ------------------------------
Kevin J. Brown
Corporate Controller
(Principal Accounting Officer)
<PAGE> 11
INDEX TO EXHIBITS
-----------------
<TABLE>
<S> <C> <C>
(10) Material Contracts:
10.1 1995 Stock Option Plan for Non-Employee Directors........... *
(11) Statement Re: Computation of Earnings Per Share:
11.1 Computation of Earnings Per Share........................... *
(27) Financial Data Schedule.............................................. *
<FN>
_________________
"*" Indicates the Exhibit is filed with this Report.
</TABLE>
<PAGE> 1
EXHIBIT 10.1
------------
ROBBINS & MYERS, INC.
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
----------------------
ARTICLE I. PURPOSE
- --------- -------
The purpose of the Robbins & Myers, Inc. 1995 Stock Option
Plan for Non-employee Directors (the "Plan") is to encourage stock ownership in
the Company by such directors and to provide incentive for such directors to
continue their contribution towards the Company's strategic growth goals.
ARTICLE II. SHARES SUBJECT TO THE PLAN
- ---------- --------------------------
The maximum number of Common Shares of the Company ("Shares")
that may be issued under the Plan is 30,000 subject to adjustment in accordance
with Article VII. Such Shares may be authorized and unissued or treasury
Shares. Any Shares subject to an option which for any reason has terminated or
expired or has been cancelled prior to being fully exercised may again be
subject to option under the Plan.
ARTICLE III. ADMINISTRATION
- ----------- --------------
The Plan shall be administered by the Board of Directors of
the Company (the "Board"). Subject to the express provisions of the Plan, the
Board shall have the power to construe the provisions of the Plan, to determine
issues arising thereunder, and to adopt and amend such rules and regulations
governing the administration of the Plan as it may deem desirable. Grants of
options under the Plan shall be automatic as provided at Article IV.
ARTICLE IV. AUTOMATIC GRANT OF OPTIONS
- ---------- --------------------------
Each director of the Company who is not employed by the
Company or a subsidiary of the Company ("non-employee director") shall
automatically be granted an option to purchase 2,000 Shares under the Plan on
the date he is first appointed or elected a director. Each non- employee
director shall automatically be granted an option to purchase an additional
1,000 Shares on the date such director is elected by shareholders to serve
another term of office as a director of the Company, provided such director is
a non-employee director of the Company on the date he is re-elected as a
director.
<PAGE> 2
ARTICLE V. OPTIONS AND OPTION TERMS
- --------- ------------------------
A. OPTION AGREEMENT. The terms of each option granted under the
Plan shall be set forth in a written Stock Option Agreement
approved by the Board.
B. TERMS OF ALL OPTIONS. The following terms and provisions
shall apply to all options granted under the Plan:
(1) The option price per Share shall be the Fair Market
Value of a Share on the date of grant. For purposes
of the Plan, "Fair Market Value" per Share shall mean
the average of the high and low sales prices of a
Share on the date when the value of a Share is to be
determined, as reported in the NASDAQ National Market
System; if no sale is reported for such date, then on
the next preceding date on which a sale is reported;
or, if the Shares are no longer included in the
NASDAQ National Market System, the determination of
such value shall be made by the Board in accordance
with applicable provisions of the Internal Revenue
Code and related regulations promulgated under the
Code.
(2) No option shall be exercisable more than 10 years
after the date of grant.
(3) Options shall be exercisable immediately after their
grant, in whole or in part. Any option may be
exercised by giving written notice to the Company
accompanied by payment in full for the number of
Shares exercised.
(4) No option may be exercised under the Plan unless the
director has continuously been a member of the Board
from the date of grant of the option to the date of
exercise, except that an option may, subject to the
10 year limitation of Article V(B) (2), be exercised
(i) within eight months after the date the director
ceases to be a director of the Company or (ii) in the
event the director dies while he is a director of the
Company or within eight months after he ceases to be
a director of the Company, then within one year of
the date of the director's death.
ARTICLE VI. TRANSFERABILITY RESTRICTION
- ---------- ---------------------------
Options may not be sold, pledged, assigned, hypothecated or
transferred other than by will, the laws of descent and distribution, or
pursuant to a qualified domestic relations order as defined by the Internal
Revenue Code of 1986, as amended.
-2-
<PAGE> 3
ARTICLE VII. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
- ----------- ------------------------------------------
If there is a change in the number or kind of outstanding
Shares by reason of a stock dividend, extra-ordinary cash dividend, stock
split, merger, recapitalization, consolidation, combination or other similar
event, appropriate adjustments shall be made to the number of Shares subject to
the Plan, the number of options outstanding, the option price and other
relevant provisions to the extent the Board, in its sole discretion, determines
that such a change makes such adjustments necessary or equitable.
ARTICLE VIII. COMPLIANCE WITH LAWS
- ------------ --------------------
No option shall be granted and no Shares will be issued in
connection with any option unless the option and the issuance and delivery of
Shares upon exercise of the option shall comply with all relevant provisions of
state and federal law, including, without limitation, the Securities Act of
1933, the Securities Exchange Act of 1934, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or price
reporting system upon which the Shares may then be listed.
ARTICLE IX. LIMITATION OF RIGHTS
- ---------- --------------------
Neither the Plan, nor the granting of an option nor any other
action taken pursuant to the Plan shall constitute or be evidence of any
agreement or understanding, express or implied, that the Company will retain a
director as a director for any period of time.
ARTICLE X. BENEFITS OF THE PLAN
- --------- --------------------
This Plan shall inure to the benefit of, and be binding upon,
each successor of the Company. All rights and obligations imposed upon a
director and all rights granted to the Company under this Plan shall be binding
upon the participant's heirs, legal representatives and successors.
ARTICLE XI. AMENDMENT AND TERMINATION OF THE PLAN
- ---------- -------------------------------------
A. AMENDMENT. The Board may from time to time amend the Plan, or
any provision thereof, in such respects as the Board may deem
advisable except that it may not amend the Plan without
shareholder approval so as to:
(1) increase the maximum number of Shares that may be
issued under the Plan except in accordance with
Article VII;
-3-
<PAGE> 4
(2) materially increase the benefits accruing to
directors of the Company under the Plan; or
(3) materially modify the requirements as to eligibility
of directors for participation in the Plan.
B. CERTAIN AMENDMENTS. Notwithstanding the provisions of Article
X(A), the Board may not amend the provisions of the Plan
relating to the number of Shares to be granted a director, the
determination of option prices or the timing of grants of
options under the Plan more than once in a six-month period
except for changes made to conform to changes in the Internal
Revenue Code or the Employee Retirement Income Security Act.
C. TERMINATION. The Board may at any time terminate the Plan.
D. EFFECT OF AMENDMENT OR TERMINATION. Any amendment or the
termination of the Plan shall not adversely affect any option
previously granted and such Option shall remain in full force
and effect as if the Plan had not been amended or terminated.
ARTICLE XII. EFFECTIVE DATE
- ----------- --------------
The Plan shall become effective on the date the Plan is
adopted by the Board (1). No option shall be exercised prior to the approval of
the Plan by the affirmative vote of the holders of a majority of the Shares
present, either in person or by proxy, and entitled to vote at an Annual
Meeting of Shareholders of the Company. Unless the Plan shall be so approved
by the shareholders of the Company at the next Annual Meeting of Shareholders
after its adoption by the Board, the Plan shall terminate and all options
granted under the Plan shall be cancelled. The Plan shall not have an
expiration date, but shall be subject to termination as provided at Article
XI(C).
JMR3286.lmb
__________________________________
(1) The Plan was adopted by the Board of Directors of the Company on
October 4, 1995.
-4-
<PAGE> 1
ROBBINS & MYERS, INC. AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
EXHIBIT 11.1
(In thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------------------ ------------------------------
February 29, February 28, February 29, February 28,
1996 1995 1996 1995
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net income $4,329 $3,087 $8,427 $6,003
Primary earnings per share:
Average shares outstanding 5,225 5,164 5,222 5,157
Effect of dilutive options and
restricted stock based on treasury
stock method using average
market price 240 122 247 142
------------ ------------ ------------ ------------
Total 5,465 5,286 5,469 5,299
============ ============ ============ ============
Net income per share $.79 $.58 $1.54 $1.13
============ ============ ============ ============
Fully diluted earnings per share:
Average shares outstanding 5,225 5,164 5,222 5,157
Effect of dilutive options and
restricted stock based on treasury
stock method using average
market price 253 142 260 142
------------ ------------ ------------ ------------
Total 5,478 5,306 5,482 5,299
============ ============ ============ ============
Net income per share $.79 $.58 $1.54 $1.13
============ ============ ============ ============
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> AUG-31-1996
<PERIOD-START> DEC-01-1995
<PERIOD-END> FEB-29-1996
<CASH> 7,240
<SECURITIES> 0
<RECEIVABLES> 58,508
<ALLOWANCES> 1,180
<INVENTORY> 46,146
<CURRENT-ASSETS> 118,450
<PP&E> 106,608
<DEPRECIATION> 39,053
<TOTAL-ASSETS> 298,291
<CURRENT-LIABILITIES> 78,649
<BONDS> 79,241
<COMMON> 21,693
0
0
<OTHER-SE> 55,996
<TOTAL-LIABILITY-AND-EQUITY> 298,291
<SALES> 165,391
<TOTAL-REVENUES> 165,391
<CGS> 110,523
<TOTAL-COSTS> 110,523
<OTHER-EXPENSES> 37,923
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,569
<INCOME-PRETAX> 13,376
<INCOME-TAX> 4,949
<INCOME-CONTINUING> 8,427
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,427
<EPS-PRIMARY> 1.54
<EPS-DILUTED> 1.54
</TABLE>
