-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OasoRq/cx8IRHGXiXHBx2gSkZ4vfZdZraDu55iXflCe6Prn+lfyX31YL0003Gxns tF/f2OZCectWDuJCUNz2Iw== 0000350750-97-000014.txt : 19971114 0000350750-97-000014.hdr.sgml : 19971114 ACCESSION NUMBER: 0000350750-97-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970927 FILED AS OF DATE: 19971112 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAIRNCO CORP /DE/ CENTRAL INDEX KEY: 0000350750 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 133057520 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08120 FILM NUMBER: 97712501 BUSINESS ADDRESS: STREET 1: 2251 LUCIEN WAY SUITE 300 CITY: MAITLAND STATE: FL ZIP: 32751 BUSINESS PHONE: 4078752222 MAIL ADDRESS: STREET 1: 2251 LUCIEN WAY, SUITE 300 CITY: MAITLAND STATE: FL ZIP: 32751-7037 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark one) [X] QUARTERLY EXCHANGE REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 27, 1997 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-8120 BAIRNCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 13-3057520 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 2251 Lucien Way, Suite 300, Maitland, FL 32751 (Address of principal executive offices) (Zip Code) (407) 875-2222 (Registrant's telephone number, including area code) (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 (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No (APPLICABLE ONLY TO CORPORATE ISSUERS) Indicate the number of shares outstanding of each issuer's classes of common stock, as of the latest practicable date. 9,008,784 shares of Common Stock Outstanding as of October 31, 1997. "Safe Harbor" Statement under the Private Securities Reform Act of 1995 Certain of the statements contained in this Quarterly Report (other than the financial statements and statements of historical fact), including, without limitation, statements as to management expectations and beliefs presented under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations", are forward-looking statements. Forward-looking statements are made based upon management's expectations and belief concerning future developments and their potential effect upon the Corporation. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Corporation will be those anticipated by management. The Corporation wishes to caution readers that the assumptions which form the basis for forward-looking statements with respect to or that may impact earnings for the year ended December 31, 1997 and thereafter include many factors that are beyond the Corporation's ability to control or estimate precisely. These risks and uncertainties include, but are not limited to, the market demand and acceptance of the Corporation's existing and new products, the impact of competitive products, changes in the market for raw or packaging materials which could impact the Corporation's manufacturing costs, changes in product mix, changes in the pricing of the products of the Corporation or its competitors, the loss of a significant customer or supplier, production delays or inefficiencies, the costs and other effects of complying with environmental regulatory requirements, the costs and other effects of legal and administrative cases and proceedings, settlements and investigations, and changes in US or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates. While the Corporation periodically reassesses material trends and uncertainties affecting the Corporation's results of operations and financial condition in connection with its preparation of management's discussion and analysis contained in its quarterly reports, the Corporation does not intend to review or revise any particular forward-looking statement referenced herein in light of future events. PART I - FINANCIAL INFORMATION Item 1: FINANCIAL STATEMENTS BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE QUARTERS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 (Unaudited)
1997 1996 Net sales $ 39,814,000 $ 36,152,000 Cost of sales 26,228,000 23,645,000 Gross profit 13,586,000 12,507,000 Selling and administrative expenses 9,717,000 8,965,000 Operating profit 3,869,000 3,542,000 Interest expense, net 486,000 417,000 Income before income taxes 3,383,000 3,125,000 Provision for income taxes 1,218,000 1,187,000 Net Income $ 2,165,000 $ 1,938,000 Primary and fully diluted earnings per share of common stock (Note 2) $ 0.23 $ 0.20 Dividends per share of common stock $ 0.05 $ 0.05 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 (Unaudited)
1997 1996 Net sales $118,387,000 $111,569,000 Cost of sales 77,713,000 72,368,000 Gross profit 40,674,000 39,201,000 Selling and administrative expenses 28,814,000 27,862,000 Operating profit 11,860,000 11,339,000 Interest expense, net 1,361,000 1,265,000 Income before income taxes 10,499,000 10,074,000 Provision for income taxes 3,814,000 3,828,000 Net Income $ 6,685,000 $ 6,246,000 Primary and fully diluted earnings per share of common stock (Note 2) $ 0.71 $ 0.63 Dividends per share of common stock $ 0.15 $ 0.15 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS AS OF SEPTEMBER 27, 1997 AND DECEMBER 31, 1996 (Unaudited)
1997 1996 ASSETS Current assets: Cash and cash equivalents $ 1,121,000 $ 855,000 Accounts receivable, less allowances of $989,000 and $822,000, respectively 25,830,000 21,476,000 Inventories (Note 3) 26,449,000 23,499,000 Deferred income taxes 2,922,000 2,922,000 Other current assets 2,338,000 3,748,000 Total current assets 58,660,000 52,500,000 Plant and equipment, at cost 89,050,000 84,531,000 Less - Accumulated depreciation and amortization (49,294,000) (46,255,000) Plant and equipment, net 39,756,000 38,276,000 Cost in excess of net assets of purchased businesses 7,674,000 7,922,000 Other assets 3,978,000 3,902,000 $110,068,000 $102,600,000 LIABILITIES & STOCKHOLDERS' INVESTMENT Current Liabilities: Short-term debt $ 3,268,000 $ 3,337,000 Current maturities of long-term debt 9,000 125,000 Accounts payable 9,425,000 7,383,000 Accrued expenses (Note 4) 11,254,000 11,314,000 Total current liabilities 23,956,000 22,159,000 Long-term debt 28,867,000 24,717,000 Deferred income taxes 3,100,000 3,114,000 Other liabilities 3,094,000 3,146,000 Stockholders' Investment: Preferred stock, par value $.01, 5,000,000 shares authorized, none issued -- -- Common stock, par value $.01, 30,000,000 shares authorized, 11,156,149 and 11,155,499 shares issued, respectively 112,000 112,000 Paid-in capital 49,007,000 49,004,000 Retained earnings 21,160,000 15,858,000 Currency translation adjustment 1,625,000 2,282,000 Treasury stock, at cost, 2,147,365 and 1,741,965 shares, respectively (20,853,000) (17,792,000) Total stockholders' investment 51,051,000 49,464,000 $110,068,000 $102,600,000 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 (Unaudited)
1997 1996 Cash Flows from Operating Activities: Net Income $ 6,685,000 $ 6,246,000 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 5,025,000 5,005,000 Gain (loss) on disposal of plant and equipment (15,000) 37,000 Deferred income taxes (14,000) 3,000 Change in operating assets and liabilities: (Increase) in accounts receivable (4,354,000) (1,534,000) (Increase) in inventories (2,950,000) (401,000) Decrease (increase) in other current assets 860,000 (1,064,000) Increase in accounts payable 2,042,000 263,000 (Decrease) in accrued expenses (504,000) (318,000) Other (855,000) (745,000) Net cash provided by operating activities 5,920,000 7,492,000 Cash Flows from Investing Activities: Capital Expenditures (7,050,000) (8,296,000) Proceeds from collection on notes receivable 2,011,000 620,000 Proceeds from sales of plant and equipment 141,000 67,000 Net cash (used in) investing activities (4,898,000) (7,609,000) Cash Flows from Financing Activities: Net borrowings of external debt 4,161,000 4,947,000 Payment of dividends (1,379,000) (1,466,000) Purchase of treasury stock (3,061,000) (3,976,000) Exercise of stock options 3,000 372,000 Net cash (used in) financing activities (276,000) (123,000) Effect of foreign currency exchange rate changes on cash and cash equivalents (480,000) 258,000 Net increase in cash and cash equivalents 266,000 18,000 Cash and cash equivalents, beginning of period 855,000 608,000 Cash and cash equivalents, end of period $ 1,121,000 $ 626,000 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 27, 1997 (Unaudited) (1) Basis of Presentation The accompanying consolidated condensed financial statements include the accounts of Bairnco Corporation and its subsidiaries ("Bairnco" or the "Corporation") after the elimination of all material intercompany accounts and transactions. The unaudited consolidated condensed financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and note disclosures which are normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Corporation believes that the disclosures made are adequate to make the information presented not misleading. The consolidated results of operations for the quarter and nine months ended September 27, 1997, are not necessarily indicative of the results of operations for the full year. (2) Earnings per Common Share Earnings per common share, which are based on the weighted average number of shares outstanding, adjusted for the dilutive effect of stock options, is the same on both a primary and fully- diluted basis. Third Quarter First Nine Months 1997 1996 1997 1996 Primary 9,254,000 9,829,000 9,374,000 9,955,000 Fully Diluted 9,290,000 9,829,000 9,475,000 9,955,000 Statements regarding the computation of earnings per share for the quarters and nine month periods ended September 27, 1997 and September 28, 1996 are included as Exhibit 11.1 and Exhibit 11.2, respectively, to this Quarterly Report on Form 10-Q. In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128 "Earnings Per Share" ("SFAS 128"). SFAS 128 establishes new standards for computing and presenting earnings per share ("EPS"). Specifically, SFAS 128 replaces the presentation of primary EPS with a presentation of basic EPS, requires dual presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. SFAS 128 is effective for financial statements issued for periods ending after December 15, 1997; earlier application is not permitted. EPS for the quarters and nine month periods ended September 27, 1997 and September 28, 1996 computed under SFAS 128 would not be different than that previously computed. (3) Inventories Inventories consisted of the following as of September 27, 1997 and December 31, 1996: 1997 1996 Raw materials and supplies $ 5,676,000 $ 4,733,000 Work in process 6,990,000 5,999,000 Finished goods 13,783,000 12,767,000 Total inventories $ 26,449,000 $ 23,499,000 (4) Accrued Expenses Accrued expenses consisted of the following as of September 27, 1997 and December 31, 1996: 1997 1996 Salaries and wages $ 2,453,000 $ 2,708,000 Income taxes 1,077,000 245,000 Insurance 1,918,000 2,648,000 Litigation 1,689,000 1,654,000 Other accrued expenses 4,117,000 4,059,000 Total accrued expenses $11,254,000 $11,314,000 (5) Contingencies Bairnco Corporation and its subsidiaries are defendants in certain legal actions which are discussed more fully in Part II, Item 1 ("Legal Proceedings") of this filing. Item 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion should be read in conjunction with the accompanying Consolidated Condensed Financial Statements and related notes and with Bairnco's Audited Consolidated Financial Statements and related notes for the year ended December 31, 1996. Bairnco Corporation is a diversified multinational company that operates two distinct businesses under the names Arlon and Kasco. Engineered materials and components are designed, manufactured and sold under the Arlon brand identity to electronic, industrial and commercial markets. These products are based on a common technology in coating, laminating and dispersion chemistry. Arlon's principal products include high performance materials for the printed circuit board industry, cast and calendered vinyl film systems, custom engineered laminates and pressure sensitive adhesive systems, and calendered and extruded silicone rubber insulation products used in a broad range of industrial, consumer and commercial products. Replacement products and services are manufactured and distributed under the Kasco name principally to retail food stores and meat, poultry and fish processing plants throughout the United States, Canada and Europe. The principal products include replacement band saw blades for cutting meat, fish, wood and metal, and on site maintenance services for the retail food industry primarily in the meat and deli departments. Kasco also distributes equipment to the food industry in Eastern Canada and France. These products are sold under a number of brand names including Kasco in the United States and Canada, Atlantic Service in the United Kingdom, and Bertram & Graf and Biro in Continental Europe. Comparison of Third Quarter 1997 to Third Quarter 1996 Sales in the third quarter 1997 were $39,814,000, an increase of 10.1% from $36,152,000 in 1996. Arlon sales increased 12.8% due to improved sales in most markets. Kasco sales increased 4.0% due to the increased sales primarily in the seasonings for ready to cook foods for supermarkets and special product areas. Gross profit increased 8.6% to $13,586,000 from $12,507,000 primarily due to the increased sales. The gross profit margin as a percent of sales decreased from 34.6% to 34.1% due to continuing price pressures primarily in the commercial communications markets and lower yields and efficiencies primarily due to volume swings at three plants. Selling and administrative expenses increased 8.4% to $9,717,000 from $8,965,000 primarily as the result of the impact of increased sales and the continuing investment in the development of new products and improved quality. As a percent of sales, selling and administrative expenses were reduced to 24.4% from 24.8%. Interest expense increased $69,000 to $486,000 for the third quarter from $417,000 last year. This increase was the result of higher average borrowings in the current quarter. The effective tax rate for the third quarter of 1997 was 36% down from 38% in 1996. The provision for income taxes in both periods includes all applicable federal, state, local and foreign income taxes. Net income increased 11.7% to $2,165,000 as compared to $1,938,000 in the third quarter of 1996. Earnings per share increased 15.0% to $.23 from $.20 as a result of the increased net income and the reduced number of shares outstanding. Comparison of First Nine Months 1997 to First Nine Months 1996 Sales for the first nine months of 1997 increased 6.1% to $118,387,000 from $111,569,000 in 1996. The increase in sales was attributable to the growth in Arlon's sales during the second and third quarters of 1997. Gross profit increased $1,473,000 to $40,674,000, or 3.8% in 1997, from $39,201,000 in the first nine months of 1996. The gross profit margin as a percent of sales decreased from 35.1% to 34.4%, primarily due to the sales mix changes in Arlon's business, continuing price pressures and lower yields and efficiencies due to volume swings at three plants. Kasco's gross profit margin as a percent of sales continued to improve during 1997 with the elimination of most of the low margin equipment distribution business in Canada at the end of 1996. Selling and administrative expenses increased 3.4% to $28,814,000 from $27,862,000. As a percent of sales, selling and administrative expenses decreased to 24.3% from 25.0%. Interest expense increased $96,000 from the first nine months of 1996. This increase was primarily the result of higher average borrowings in the second and third quarters of 1997. The effective tax rate for the first nine months of 1997 was 36.3% versus 38% in 1996. The provision for income taxes in both periods includes all applicable federal, state, local and foreign income taxes. Net income increased 7.0% to $6,685,000 as compared to $6,246,000 in the first nine months of 1996. Earnings per share increased 12.7% to $.71 from $.63 as a result of increased net income and fewer average shares outstanding. Liquidity and Capital Resources At September 28, 1997, Bairnco had working capital of $34.7 million compared to $30.3 million at December 31, 1996. The increase in accounts receivable relates primarily to the increased sales activity during the latter half of the third quarter of 1997 over that of the fourth quarter 1996. Other current assets decreased as a result of the anticipated tax refund received during the first quarter of 1997. The increase in accounts payable results primarily from the corresponding increase in inventories. During the third quarter Bairnco repurchased 22,800 shares of its common stock bringing the total shares repurchased in 1997 to 405,400. At September 27, 1997, Bairnco's total debt outstanding was $32,144,000 compared to $28,179,000 at the end of 1996. This increase was primarily due to the stock repurchases and the payment of casualty insurance claims. At September 27, 1997 approximately $21.1 million was available for borrowing under the Corporation's secured reducing revolving credit agreement, as amended. In addition, approximately $5.5 million was available under various short-term domestic and foreign uncommitted credit facilities. Bairnco made approximately $2.4 million of capital expenditures during the third quarter of 1997 bringing the total capital expenditures for the nine months ended September 27, 1997 to $7.1 million. Total capital expenditures in 1997 are expected to be approximately $10 million. Cash provided by operating activities plus the amounts available under the existing credit facilities are expected to be sufficient to fulfill Bairnco's anticipated cash requirements in 1997. Other Matters Bairnco Corporation and its subsidiaries are defendants in a number of legal actions and proceedings which are discussed in more detail in Part II, Item 1 ("Legal Proceedings") of this filing. Management of Bairnco believes that the disposition of these actions and proceedings will not have a material adverse effect on the consolidated results of operations or the financial position of Bairnco Corporation and its subsidiaries as of September 27, 1997. Effective August 11, 1997, James W. Lambert was appointed Corporate Controller of Bairnco. Mr. Lambert was formerly Manager of Group Financial Planning and Analysis with Air Products and Chemicals Inc. of Allentown, PA. On Saturday, October 4, 1997, Arlon's manufacturing facility located in Bear, Delaware, went on strike. The Arlon product lines located at this facility are the Microwave Materials operation and the Silicone Technologies operation. On October 16, 1997, there was a succesful resolution of the work stoppage with the Union agreeing to a new three year contract. Outlook Management is not aware of any adverse trends that would materially affect the Corporation's strong financial position. It is expected that 1997 will be another year of continued improvement. PART II - OTHER INFORMATION Item 1: LEGAL PROCEEDINGS Since its announcement in January 1990 of its intention to spin off Keene, Bairnco has been named as a defendant in a number of individual personal injury and wrongful death cases in which it is alleged that Bairnco is derivatively liable for the asbestos-related claims against Keene. On December 6, 1993, Keene filed for protection under Chapter 11 of the Bankruptcy Code. On June 8, 1995, the Creditors' Committee commenced an adversary proceeding in the Bankruptcy Court against Bairnco, certain of its present and former officers and directors, and others alleging that the transfer of assets for value by Keene to other subsidiaries of Bairnco, and the spin-offs of certain subsidiaries by Bairnco, were fraudulent and otherwise violative of law and seeking compensatory damages of $700 million, plus interest and punitive damages (the "Transactions Lawsuit"). The complaint in the Transactions Lawsuit includes a count under the civil RICO statute, 18 U.S.C. Section 1964, pursuant to which any compensatory damages are trebled. Bairnco is party to a separate action brought by Keene in the United States Bankruptcy Court for the Southern District of New York in which Keene seeks the exclusive benefit of tax refunds attributable to the carryback by Keene of certain net operating losses ("NOL Refunds"), notwithstanding certain provisions of tax sharing agreements between Keene and Bairnco (the "NOL Lawsuit"). (After filing the NOL Lawsuit, Keene ceded control of the action to the Creditors' Committee.) Pending resolution of the NOL Lawsuit, any refunds actually received are to be placed in escrow. Through September 27, 1997, approximately $28.5 million of NOL Refunds had been received and placed in escrow. There can be no assurance whatsoever that resolution of the NOL Lawsuit will result in the release of any portion of the NOL Refunds to Bairnco. Keene's plan of reorganization was approved and became effective on July 31, 1996. The plan, as approved, creates a Creditors Trust that has succeeded to all of Keene's asbestos liabilities, and also has succeeded to the right to prosecute both the Transactions Lawsuit and the NOL Lawsuit. The plan also includes a permanent injunction under which only the Creditors Trust, and no other entity, can sue Bairnco in connection with the claims asserted in the Transactions Lawsuit. By order entered April 10, 1997, the Transaction Lawsuit was transferred from the Bankruptcy Court to the United States District Court for the Southern District of New York, where it will be litigated. On September 15, 1997, Bairnco and other defendants filed motions to dismiss the complaint for failure to state a claim as well as motions for summary judgment on the grounds that the complaint is time-barred. Further briefing on these motions is expected to be completed by the end of the year. There can be no assurance that the motions described above will result in dismissal of the Transaction Lawsuit or any part thereof. Management believes that Bairnco has meritorious defenses to all claims or liability purportedly derived from Keene and that it is not liable, as an alter ego, successor, fraudulent transferee or otherwise, for the asbestos-related claims against Keene or with respect to Keene products. Bairnco Corporation and its subsidiaries are defendants in a number of other actions. Management of Bairnco believes that the disposition of these other actions, as well as the actions and proceedings described above, will not have a material adverse effect on the consolidated results of operations or the financial position of Bairnco Corporation and its subsidiaries as of September 27, 1997. Item 2: OTHER INFORMATION None. Item 3: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. Item 4: EXHIBITS Exhibit 11.1: Calculation of Primary and Fully Diluted Earnings per Share for the Quarters ended September 27, 1997 and September 28, 1996. Exhibit 11.2: Calculation of Primary and Fully Diluted Earnings per Share for the Nine Months ended September 27, 1997 and September 28, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Bairnco has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BAIRNCO CORPORATION (Registrant) /s/ J. Robert Wilkinson J. Robert Wilkinson Vice President Finance and Treasurer (Chief Financial Officer) DATE: November 10, 1997 EXHIBITS TO FORM 10-Q FOR QUARTER ENDED September 27, 1997 EX-11 2 EXHIBITS TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 27, 1997 EXHIBIT 11.1 BAIRNCO CORPORATION CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE FOR THE QUARTERS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 (Unaudited)
1997 1996 PRIMARY EARNINFS PER SHARE: Net income $ 2,165,000 $ 1,938,000 Average common shares oustanding 9,014,000 9,735,000 Common shares issuable in respect to stock equivalents, with a dilutive effect 240,000 94,000 Total common and common equivalent shares 9,254,000 9,829,000 Primary Earnings Per Common Share $ 0.23 $ 0.20 FULLY DILUTED EARNINGS PER SHARE: Net Income $ 2,165,000 $ 1,938,000 Total common and common equivalent shares 9,254,000 9,829,000 Additional common shares assuming full dilution 36,000 -- Total common shares assuming full dilution 9,290,000 9,829,000 Fully Diluted Earnings Per Common Share $ 0.23 $ 0.20 Earnings per share are based on the average number of shares outstanding during each period. Primary earnings per share include all common stock equivalents. Fully diluted earnings per share include all common stock equivalents plus the additional common shares issuable assuming full dilution.
EXHIBIT 11.2 BAIRNCO CORPORATION CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996 (Unaudited)
1997 1996 PRIMARY EARNINGS PER SHARE: Net income $ 6,685,000 $ 6,246,000 Average common shares outstanding 9,201,000 9,839,000 Common shares issuable in respect to common stock equivalents, with a dilutive effect 173,000 116,000 Total common and common equivalent shares 9,374,000 9,955,000 Primary Earnings Per Common Share $ 0.71 $ 0.63 FULLY DILUTED EARNINGS PER SHARE: Net income $ 6,685,000 $ 6,246,000 Total common and common equivalent shares 9,374,000 9,955,000 Additional common shares assuming full dilution 101,000 -- Total common shares assuming full dilution 9,475,000 9,955,000 Fully Diluted Earnings Per Common Share $ 0.71 $ 0.63 Earnings per share are based on the average number of shares outstanding during each period. Primary earnings per share include all common stock equivalents. Fully diluted earnings per share include all common stock equivalents plus the additional common shares issuable assuming full dilution.
EX-27 3
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BAIRNCO'S THIRD QUARTER 1997 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS 9-MOS DEC-31-1997 DEC-31-1997 SEP-27-1997 SEP-27-1997 1,121,000 1,121,000 0 0 26,819,000 26,819,000 989,000 989,000 26,449,000 26,449,000 58,660,000 58,660,000 89,050,000 89,050,000 49,294,000 49,294,000 110,068,000 110,068,000 23,956,000 23,956,000 28,867,000 28,867,000 0 0 0 0 112,000 112,000 50,939,000 50,939,000 110,068,000 110,068,000 39,814,000 118,387,000 39,814,000 118,387,000 26,228,000 77,713,000 26,228,000 77,713,000 0 0 0 0 486,000 1,361,000 3,383,000 10,499,000 1,218,000 3,814,000 2,165,000 6,685,000 0 0 0 0 0 0 2,165,000 6,685,000 0.23 0.71 0.23 0.71
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