-----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, UTkPQiQI/Wk5cSw+tpHrzzFc7Z3VUtkHyK8QGErEpyjQN10IjHle0ZKZ1h1L/4mX jJjQcRcXqczc3/Lcgqd60g== 0000350750-99-000002.txt : 19990128 0000350750-99-000002.hdr.sgml : 19990128 ACCESSION NUMBER: 0000350750-99-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981231 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990127 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: 8-K SEC ACT: SEC FILE NUMBER: 001-08120 FILM NUMBER: 99513633 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 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT: January 27, 1999 BAIRNCO CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-8120 13-3057520 (State or other jurisdiction (Commission (IRS Employer of incorporation or File Number) Identification organization) Number) 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) Not Applicable (Former name, former address and former fiscal year, if changed since last report) ITEM 5. OTHER EVENTS Bairnco Corporation (the "Corporation") is filing herewith a press release issued on Thursday, January 21, 1999, as Exhibit 99.1 which is incorporated by reference herein. This press release was issued to announce the Corporation's fourth quarter and full year 1998 operating results and also to announce that the Corporation had taken a $7.5 million provision for litigation costs in the fourth quarter of 1998 and certain other matters. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS The following exhibit is incorporated by reference herein: 99.1 Press Release 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 hereunto duly authorized. BAIRNCO CORPORATION By: /s/ Luke E. Fichthorn III Luke E. Fichthorn III Chairman & CEO Date: January 27, 1999 EXHIBIT INDEX Exhibit Description 99.1 Press Release EXHIBIT 99.1 BAIRNCO CORPORATION 2251 LUCIEN WAY, SUITE 300 MAITLAND, FLORIDA 32751-7037 (407) 875-2222 PRESS RELEASE BAIRNCO ANNOUNCES LITIGATION CHARGE IN THE FOURTH QUARTER, FOURTH QUARTER AND FULL YEAR 1998 RESULTS Maitland, Florida, January 21, 1999 - Bairnco Corporation (NYSE- BZ)today reported that in 1998 the court in the Transactions Lawsuit issued a series of opinions that eliminated certain claims and parties from the case and set the stage for discovery and trial as to the claims and parties that remain. In particular, the court dismissed the RICO claims; all claims against third-party professionals, including lawyers, accountants and investment bankers; and all claims against individuals with the exception of Bairnco's former chairman and president. The court also narrowed the scope of certain claims against Bairnco and the other corporate defendants. With the initial motions phase of the case now complete, Bairnco is prepared to mount a vigorous defense on the merits. Toward that end, a $7,500,000 provision for litigation costs was taken in the fourth quarter. Performance - Year Ended December 31, 1998 Sales for the year ended December 31, 1998 decreased 1.4% from $158,708,000 in 1997 to $156,456,000 in 1998. Gross profit decreased 6.3% to $50,583,000 from $53,996,000 in 1997. Selling and administrative expenses, excluding the provision for litigation costs, increased 0.4% to $38,554,000 from $38,404,000. As a percent of sales, selling and administrative expenses, excluding the provision for litigation costs, were 24.6% compared to 24.2% in 1997. Operating profit before the provision for litigation costs was $12,029,000 down 22.9% from $15,592,000 in 1997. Net interest expense increased to $1,998,000 in 1998 as compared to $1,834,000 in 1997 due primarily to higher average borrowings. Net income decreased to $1,594,000 from $8,771,000. Diluted earnings per common share decreased to $.18 from $.94 in 1997 as a result of the decreased operating income and the provision for litigation costs. The provision for litigation costs reduced net income in 1998 by $4,726,000. There were fewer average shares outstanding as a result of the stock repurchase program. During 1998, Bairnco repurchased 737,400 shares of its common stock. Performance - Fourth Quarter 1998 Sales in the fourth quarter 1998 were $38,933,000, a decrease of 3.4% from $40,321,000 in 1997. Arlon sales decreased 6.0% due to weak sales in most markets but especially in the electronic markets as compared to last year when that market was strong. Kasco sales increased 2.3% due to the continuing modest recovery in Europe. Gross profit was down to $12,329,000 from $13,322,000 as the gross profit margin as a percent of sales decreased from 33.0% to 31.7% primarily due to continued price pressures in the electrical and electronic markets. Selling and administrative expenses, excluding the provision for litigation costs, increased 0.7% to $9,660,000 from $9,590,000. As a percent of sales, selling and administrative expenses increased to 24.8% from 23.8%. A $7,500,000 provision for litigation costs was taken in the fourth quarter. Net interest expense increased to $507,000 in 1998 as compared to $473,000 in 1997 due primarily to higher average borrowings. Net income declined to a loss of $(3,363,000) from a profit of $2,086,000 in the fourth quarter of 1997. Basic earnings per common share decreased to a loss of $(.40) from a profit of $.23. During the fourth quarter Bairnco repurchased 178,300 shares of its common stock. Bairnco remains in strong financial condition. The Company also announced today that the 1998 Annual Meeting of Stockholders in Bairnco Corporation will be held on Thursday, April 22, 1999, at 9:00 a.m., local time, at Bairnco's Corporate offices, Maitland, Florida. The record date for determination of Stockholders is March 8, 1999. Bairnco Corporation is a diversified multinational company that operates two distinct businesses - Arlon (Engineered Materials and Components segment) and Kasco (Replacement Products and Services segment). Arlon's principal products include high technology materials for the printed circuit board industry, cast and calendered vinyl film systems, custom engineered laminates and pressure sensitive adhesive systems, and special silicone rubber compounds and components. Kasco's principal products include replacement band saw blades for cutting meat, fish, wood and metal, on site maintenance services and seasonings for ready-to-cook foods for the retail food industry primarily in the meat and deli departments. Kasco also distributes equipment to the food industry in Canada and France. CONTACT: Bob Wilkinson, Bairnco Corporation Telephone: (407) 875-2222, ext. 228 *********************** Comparative Results of Operations (Unaudited) Condensed Income Statements Qtr Ended Qtr Ended Year Ended Year Ended Dec 31, 1998 Dec 31, 1997 Dec 31, 1998 Dec 31, 1997 Net sales $38,933,000 $40,321,000 $156,456,000 $158,708,000 Cost of sales 26,604,000 26,999,000 105,873,000 104,712,000 Gross profit 12,329,000 13,322,000 50,583,000 53,996,000 Selling and administrative expenses 9,660,000 9,590,000 38,554,000 38,404,000 Provision for litigation costs 7,500,000 -- 7,500,000 -- Operating profit (loss) (4,831,000) 3,732,000 4,529,000 15,592,000 Interest expense, net 507,000 473,000 1,998,000 1,834,000 Income (loss) before income taxes (5,338,000) 3,259,000 2,531,000 13,758,000 Provision (benefit) for income taxes (1,975,000) 1,173,000 937,000 4,987,000 Net income (loss) $(3,363,000) $ 2,086,000 $ 1,594,000 $ 8,771,000 Basic Earnings per Share of Common Stock $ (0.40) $ 0.23 $ 0.18 $ 0.96 Diluted Earnings per Share of Common Stock -- $ 0.23 $ 0.18 $ 0.94 Diluted Average Common Shares Outstanding 8,459,000 9,266,000 8,818,000 9,350,000
Condensed Balance Sheets Dec 31, 1998 Dec 31, 1997 ASSETS Cash $ 822,000 $ 1,217,000 Accounts receivable, net 27,999,000 24,939,000 Inventories 26,179,000 26,398,000 Other current assets 5,846,000 5,389,000 Total current assets 60,846,000 57,943,000 Plant and equipment, net 41,402,000 39,913,000 Cost in excess of net assets of purchased businesses 11,840,000 7,607,000 Other assets 4,467,000 3,823,000 Total $118,555,000 $109,286,000 LIABILITIES AND STOCKHOLDERS' INVESTMENT Short-term debt $ 4,373,000 $ 3,018,000 Current maturities of long-term debt -- 9,000 Accounts payable 9,022,000 8,661,000 Accrued expenses 14,192,000 10,543,000 Total current liabilities 27,587,000 22,231,000 Long-term debt 33,471,000 27,291,000 Other liabilities 11,059,000 7,295,000 Stockholders' investment 46,438,000 52,469,000 Total $118,555,000 $109,286,000
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