-----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, CUioslG4/9Z77ybhM2dFG3gx/YwBKYvP2y6iOcLkKD7mbKigixvxoe4sy7KTBaCE oQqdMjOQnoPazSH/GczvnA== 0000350750-98-000010.txt : 19980812 0000350750-98-000010.hdr.sgml : 19980812 ACCESSION NUMBER: 0000350750-98-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980704 FILED AS OF DATE: 19980811 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: 98682130 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 July 4, 1998 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. 8,647,534 shares of Common Stock Outstanding as of July 4, 1998. "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, 1998 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, losses due to natural disasters where the Corporation is self-insured, 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 JULY 4, 1998 AND JUNE 28, 1997 (Unaudited)
1998 1997 Net sales $ 37,651,000 $ 41,128,000 Cost of sales 24,905,000 27,020,000 Gross profit 12,746,000 14,108,000 Selling and administrative expenses 9,717,000 9,981,000 Operating profit 3,029,000 4,127,000 Interest expense, net 508,000 460,000 Income before income taxes 2,521,000 3,667,000 Provision for income taxes 933,000 1,320,000 Net income $ 1,588,000 $ 2,347,000 Basic earnings per share of common stock (Note 2) $ 0.18 $ 0.26 Diluted earnings per share of common stock (Note 2) $ 0.18 $ 0.25 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 SIX MONTHS ENDED JULY 4, 1998 AND JUNE 28, 1997 (Unaudited)
1998 1997 Net sales $ 79,776,000 $ 78,573,000 Cost of sales 53,347,000 51,485,000 Gross profit 26,429,000 27,088,000 Selling and administrative expenses 19,433,000 19,097,000 Operating profit 6,996,000 7,991,000 Interest expense, net 989,000 875,000 Income before income taxes 6,007,000 7,116,000 Provision for income taxes 2,223,000 2,596,000 Net income $ 3,784,000 $ 4,520,000 Basic earnings per share of common stock (Note 2) $ 0.43 $ 0.49 Diluted earnings per share of common stock (Note 2) $ 0.42 $ 0.48 Dividends per share of common stock $ 0.10 $ 0.10 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE QUARTERS ENDED JULY 4, 1998 AND JUNE 28, 1997 (Unaudited) Note 3
1998 1997 Net income $ 1,588,000 $ 2,347,000 Other comprehensive income, net of tax: Foreign currency translation adjustment (4,000) (95,000) Comprehensive income $ 1,584,000 $ 2,252,000 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE SIX MONTHS ENDED JULY 4, 1998 AND JUNE 28, 1997 (Unaudited) Note 3
1998 1997 Net income $ 3,784,000 $ 4,520,000 Other comprehensive income, net of tax: Foreign currency translation adjustment (78,000) (563,000) Comprehensive income $ 3,706,000 $ 3,957,000 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS AS OF JULY 4, 1998 AND DECEMBER 31, 1997
(Unaudited) 1998 1997 ASSETS Current assets: Cash and cash equivalents $ 1,078,000 $ 1,217,000 Accounts receivable, less allowances of $1,005,000 and $943,000, respectively 24,517,000 24,939,000 Inventories (Note 4) 28,095,000 26,398,000 Deferred income taxes 2,641,000 2,641,000 Other current assets 3,183,000 2,748,000 Total current assets 59,514,000 57,943,000 Plant and equipment, at cost 92,428,000 89,870,000 Less - Accumulated depreciation and amortization (52,653,000) (49,957,000) Plant and equipment, net 39,775,000 39,913,000 Cost in excess of net assets of purchased businesses 7,763,000 7,607,000 Other assets 3,766,000 3,823,000 $110,818,000 $109,286,000 LIABILITIES & STOCKHOLDERS' INVESTMENT Current Liabilities: Short-term debt $ 4,506,000 $ 3,018,000 Current maturities of long-term debt 4,000 9,000 Accounts payable 8,916,000 8,661,000 Accrued expenses (Note 5) 8,838,000 10,543,000 Total current liabilities 22,264,000 22,231,000 Long-term debt 29,582,000 27,291,000 Deferred income taxes 4,086,000 4,098,000 Other liabilities 3,188,000 3,197,000 Stockholders' Investment: Preferred stock, par value $.01, 5,000,000 shares authorized, none issued -- -- Common stock, par value $.01, 30,000,000 shares authorized, 11,173,899 and 11,160,774 shares issued, respectively 112,000 112,000 Paid-in capital 49,096,000 49,030,000 Retained earnings 25,707,000 22,802,000 Accumulated other comprehensive income (Note 3) 1,494,000 1,572,000 Treasury stock, at cost, 2,526,365 and 2,166,765 shares, respectively (24,711,000) (21,047,000) Total stockholders' investment 51,698,000 52,469,000 $110,818,000 $109,286,000 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JULY 4, 1998 AND JUNE 28, 1997 (Unaudited)
1998 1997 Cash Flows from Operating Activities: Net income $ 3,784,000 $ 4,520,000 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 3,423,000 3,311,000 (Gain) loss on disposal of plant and equipment (27,000) 1,000 Deferred income taxes (12,000) (7,000) Change in operating assets and liabilities: Decrease (increase) in accounts receivable 359,000 (4,698,000) (Increase) in inventories (1,772,000) (3,436,000) (Increase) decrease in other current assets (441,000) 1,635,000 Increase in accounts payable 275,000 4,583,000 (Decrease) in accrued expenses (1,686,000) (1,232,000) Other (184,000) (684,000) Net cash provided by operating activities 3,719,000 3,993,000 Cash Flows from Investing Activities: Capital expenditures (3,301,000) (4,644,000) Proceeds from collection on notes receivable -- 179,000 Proceeds from sale of plant and equipment 66,000 19,000 Net cash (used in) investing activities (3,235,000) (4,446,000) Cash Flows from Financing Activities: Net borrowings of external debt 3,826,000 4,855,000 Payment of dividends (880,000) (929,000) Purchase of treasury stock (3,664,000) (2,866,000) Exercise of stock options 66,000 2,000 Net cash (used in) provided by financing activities (652,000) 1,062,000 Effect of foreign currency exchange rate changes on cash and cash equivalents 29,000 (38,000) Net (decrease) increase in cash and cash equivalents (139,000) 571,000 Cash and cash equivalents, beginning of period 1,217,000 855,000 Cash and cash equivalents, end of period $ 1,078,000 $ 1,426,000 The accompanying notes are an integral part of these financial statements.
BAIRNCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS JULY 4, 1998 (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 six- month period ended July 4, 1998 are not necessarily indicative of the results of operations for the full year. Certain reclassifications were made to prior year balances in order to conform to the current year presentation. (2) Earnings per Common Share The Corporation adopted Statement of Financial Accounting Standards ("SFAS") No. 128 effective December 15, 1997, and as a result, the Corporation's previously reported quarterly earnings per common share for 1997 have been restated. Earnings per share data is based on net income and not comprehensive income. Statements regarding the computation of earnings per share for the quarters and six-month periods ended July 4, 1998 and June 28, 1997 are included as Exhibit 11.1 and Exhibit 11.2, respectively, to this Quarterly Report on Form 10-Q. (3) Comprehensive Income In June 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which is effective for years beginning after December 15, 1997. SFAS 130 established standards for reporting and displaying comprehensive income and its components in a full set of general-purpose financial statements. This statement requires that all items of comprehensive income are classified by their nature in a financial statement and that the accumulated balance of other comprehensive income be displayed separately from retained earnings and additional paid-in capital in the equity section of a statement of financial position. The comparative prior period financial statements have been reclassified to conform to the current period presentation. Comprehensive income includes net income as well as certain other transactions shown as changes in stockholders' investment. For Bairnco, comprehensive income includes net income plus the change in net asset values of foreign divisions as a result of translating the local currency values of net assets to US dollars at varying exchange rates. Accumulated other comprehensive income consists solely of foreign currency translation adjustments. There are currently no tax expenses or benefits associated with the foreign currency translation adjustments. (4) Inventories Inventories consisted of the following as of July 4, 1998 and December 31, 1997: 1998 1997 Raw materials and supplies $ 5,694,000 $ 5,646,000 Work in process 6,088,000 6,402,000 Finished goods 16,313,000 14,350,000 Total inventories $28,095,000 $26,398,000 (5) Accrued Expenses Accrued expenses consisted of the following as of July 4, 1998 and December 31, 1997: 1998 1997 Salaries and wages $ 1,677,000 $ 2,353,000 Income taxes 72,000 139,000 Insurance 1,952,000 2,216,000 Litigation 1,101,000 1,461,000 Other accrued expenses 4,036,000 4,374,000 Total accrued expenses $ 8,838,000 $ 10,543,000 (6) 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, 1997. 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 common technologies in coating, laminating, polymers 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, 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 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 Second Quarter 1998 to Second Quarter 1997 Sales in the second quarter 1998 were $37,651,000, a decrease of 8.5% from $41,128,000 in 1997. Arlon second quarter sales decreased 13.8% over prior year. Arlon sales to the electronics, telecommunications and insulation markets decreased significantly due to the impact of the Asian economic crisis on both our domestic and foreign customers. The strong dollar versus the Asian rim currencies resulted in price pressure on export sales to those markets. The down turn was exacerbated by an inventory correction in the supply chain to the electronics and telecommunications markets. Kasco sales increased 5.3% due to improved seasoning and route sales. Gross profit decreased 9.7% to $12,746,000 from $14,108,000 as a result of the decreased sales, pressure on export prices to the Asian rim and increased price competition in the electronics, telecommunications and insulation markets. Bairnco has and is continuing to reduce production costs in the operations affected. The gross profit margin as a percent of sales decreased from 34.3% in 1997 to 33.9% in 1998. Selling and administrative expenses decreased 2.6% to $9,717,000 from $9,981,000. As a percent of sales, selling and administrative expenses increased from 24.3% to 25.8%. Interest expense increased to $508,000 in 1998 as compared to $460,000 in 1997 due primarily to higher average borrowings. The effective tax rate for the second quarter of 1998 was 37% versus 36% for 1997. The provision for income taxes in both periods includes all applicable federal, state, local and foreign income taxes. Net income decreased 32.3% to $1,588,000 as compared to $2,347,000 in the second quarter of 1997. Diluted earnings per common share decreased 28% to $.18 from $.25 as a result of the reduced net income. Comparison of First Six Months 1998 to First Six Months 1997 Due to the weak second quarter results, sales for the first half of 1998 were up only 1.5% to $79,776,000 from $78,573,000 in 1997. Gross profit decreased $659,000, or 2.4% from $27,088,000 in the first half of 1997. The gross profit margin as a percent of sales decreased from 34.5% to 33.1%. The profit margin declines are primarily attributable to the reduced sales and price pressures resulting from the impact of the Asian economic crisis during the second quarter. Selling and administrative expenses increased 1.8% to $19,433,000 from $19,097,000. This increase was due to planned strengthening of the sales force and investment in the development of new products and information system upgrades during the first quarter of 1998. As a percent of sales, selling and administrative expenses increased to 24.4% from 24.3%. Interest expense increased $114,000 as compared to the first half of 1997. This increase was primarily the result of higher average borrowings. The effective tax rate for the first half of 1998 was 37% versus 36.5% in 1997. The provision for income taxes in both periods includes all applicable federal, state, local and foreign income taxes. Net income decreased 16.3% to $3,784,000 from $4,520,000 and diluted earnings per common share decreased 12.5% to $.42 from $.48. Liquidity and Capital Resources At July 4, 1998, Bairnco had working capital of $37.3 million compared to $35.7 million at December 31, 1997. The increase in inventory from December 31, 1997 results from the sudden decrease in sales trends that occurred during the second quarter of 1998. Inventories were built to meet anticipated increased sales during the second quarter which never materialized. Programs are in place to reduce these inventories during the remainder of 1998. Accrued expenses are down from December 31, 1997 primarily due to 1997 bonuses which were paid out during the first quarter 1998. During the first quarter 1998, the Board of Directors authorized an additional $5,000,000 to be available for the ongoing repurchase of Bairnco's common stock. The Board has authorized management to continue its stock repurchase program subject to market conditions and capital requirements of the business. During the second quarter Bairnco repurchased 155,300 shares of its common stock at a total cost of $1,500,000. Total shares repurchased during the first half of 1998 were 359,600. At July 4, 1998, Bairnco's total debt outstanding was $34,092,000 compared to $30,318,000 at the end of 1997. This increase was primarily due to the stock repurchases. At July 4, 1998 approximately $13.4 million was available for borrowing under the Corporation's secured reducing revolving credit agreement, as amended. In addition, approximately $3.3 million was available under various short-term domestic and foreign uncommitted credit facilities. Bairnco made approximately $1.5 million of capital expenditures during the second quarter of 1998 bringing the total capital expenditures for 1998 to $3,301,000. Total capital expenditures planned for 1998 have been cut from approximately $12 million to $7 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 1998. 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 July 4, 1998. As stated in Bairnco's 1997 Annual Report on Form 10-K, the Corporation has evaluated and identified its internal risks of software failure due to processing errors arising from calculations using the Year 2000 date. The plan that was established to maintain the integrity of its financial systems and ensure the reliability of its operating systems is proceeding on schedule. The estimated cost of achieving Year 2000 compliance remains at approximately $250,000 and includes software and installation costs to be incurred during 1998 and 1999. Outlook Bairnco has taken actions to reduce costs that should partially mitigate the negative impact of weak markets without stopping our programs to grow the business. Development of new products and the penetration of new markets will continue at Arlon. Kasco is expected to make continued progress in 1998 and beyond. However, the operating results for the remainder of 1998 are expected to continue to be below 1997 results. Management is not aware of any adverse trends that would materially affect the Corporation's strong financial position. PART II - OTHER INFORMATION Item 1: LEGAL PROCEEDINGS Bairnco has been named as a defendant in a number of personal injury and wrongful death cases in which it is alleged that Bairnco is derivatively liable for the asbestos-related claims against its former subsidiary, Keene Corporation ("Keene"). On December 6, 1993, Keene filed for protection under Chapter 11 of the Bankruptcy Code. On June 8, 1995, the Keene Creditors' Committee commenced an adversary proceeding in the Bankruptcy Court against Bairnco, its subsidiaries, 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 other subsidiaries by Bairnco, were fraudulent and otherwise violative of law (the "Transactions Lawsuit") and seeking compensatory damages of $700 million, plus interest and punitive damages. The complaint in the Transactions Lawsuit includes a count under the civil RICO statute, 18 U.S.C. Section 1964, pursuant to which compensatory damages are trebled. Bairnco also is the defendant in a separate action originally brought by Keene in the United States Bankruptcy Court for the Southern District of New York in which Keene sought 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 April 4, 1998, 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 these lawsuits. By order entered April 10, 1997, the Transactions 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. Briefing on these motions is complete. On February 6, 1998, the court issued an opinion granting the motions to dismiss of four of the defendants in the Transactions Lawsuit. The court reserved decision on the other defendants' motions. There can be no assurance that the remaining motions will result in dismissal of the Transactions Lawsuit or any part thereof. On January 6, 1998, the Creditors Trust filed a motion, to which Bairnco consented, to have the NOL Lawsuit transferred from the Bankruptcy Court to the District Court. That motion is pending. 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 July 4, 1998. Item 2: CHANGES IN SECURITIES AND USE OF PROCEEDS None. Item 3: DEFAULTS UPON SENIOR SECURITIES None. Item 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None Item 5: OTHER INFORMATION None. Item 6(a): EXHIBITS Exhibit 11.1 - Calculation of Basic and Diluted Earnings per Share for the Quarters ended July 4, 1998 and June 28, 1997. Exhibit 11.2 - Calculation of Basic and Diluted Earnings per Share for the Six Months ended July 4, 1998 and June 28, 1997. 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: August 5, 1998 EXHIBITS TO FORM 10-Q FOR QUARTER ENDED July 4, 1998 EX-11.1 2 EXHIBIT 11.1 BAIRNCO CORPORATION CALCULATION OF BASIC AND DILUTED EARNINGS PER SHARE FOR THE QUARTERS ENDED JULY 4, 1998 AND JUNE 28, 1997 (Unaudited)
1998 1997 BASIC EARNINGS PER COMMON SHARE: Net income $ 1,588,000 $ 2,347,000 Average common shares outstanding 8,746,000 9,198,000 Basic Earnings Per Common Share $ 0.18 $ 0.26 DILUTED EARNINGS PER COMMON SHARE: Net income $ 1,588,000 $ 2,347,000 Average common shares outstanding 8,746,000 9,198,000 Common shares issuable in respect to options issued to employees with a dilutive effect 252,000 142,000 Total diluted common shares outstanding 8,998,000 9,340,000 Diluted Earnings Per Common Share $ 0.18 $ 0.25 Basic earnings per common share were computed by dividing net income by the weighted average number of common shares outstanding during the quarter. Diluted earnings per common share include the effect of all dilutive stock options.
EX-11.2 3 EXHIBIT 11.2 BAIRNCO CORPORATION CALCULATION OF BASIC AND DILUTED EARNINGS PER SHARE FOR THE SIX MONTHS ENDED JULY 4, 1998 AND JUNE 28, 1997 (Unaudited)
1998 1997 BASIC EARNINGS PER COMMON SHARE: Net income $ 3,784,000 $ 4,520,000 Average common shares outstanding 8,825,000 9,295,000 Basic Earnings Per Common Share $ 0.43 $ 0.49 DILUTED EARNINGS PER COMMON SHARE: Net income $ 3,784,000 $ 4,520,000 Average common shares outstanding 8,825,000 9,295,000 Common shares issuable in respect to options issued to employees with a dilutive effect 260,000 136,000 Total diluted common shares outstanding 9,085,000 9,431,000 Diluted Earnings Per Common Share $ 0.42 $ 0.48 Basic earnings per common share were computed by dividing net income by the weighted average number of common shares outstanding during the quarter. Diluted earnings per common share include the effect of all dilutive stock options.
EX-27 4
5 3-MOS 3-MOS 6-MOS 6-MOS DEC-31-1998 DEC-31-1997 DEC-31-1998 DEC-31-1997 JUL-04-1998 JUN-28-1997 JUL-04-1998 JUN-28-1997 1,078,000 1,426,000 1,078,000 1,426,000 0 0 0 0 25,522,000 26,803,000 25,522,000 26,803,000 1,005,000 952,000 1,005,000 952,000 28,095,000 26,538,000 28,095,000 26,538,000 59,514,000 58,818,000 59,514,000 58,818,000 92,428,000 87,899,000 92,428,000 87,899,000 52,653,000 48,691,000 52,653,000 48,691,000 110,818,000 110,029,000 110,818,000 110,029,000 22,264,000 26,146,000 22,264,000 26,146,000 29,582,000 28,430,000 29,582,000 28,430,000 0 0 0 0 0 0 0 0 112,000 112,000 112,000 112,000 51,586,000 49,513,000 51,586,000 49,513,000 110,818,000 110,029,000 110,818,000 110,029,000 37,651,000 41,128,000 79,776,000 78,573,000 37,651,000 41,128,000 79,776,000 78,573,000 24,905,000 27,020,000 53,347,000 51,485,000 24,905,000 27,020,000 53,347,000 51,485,000 0 0 0 0 0 0 0 0 508,000 460,000 989,000 875,000 2,521,000 3,667,000 6,007,000 7,116,000 933,000 1,320,000 2,223,000 2,596,000 1,588,000 2,347,000 3,784,000 4,520,000 0 0 0 0 0 0 0 0 0 0 0 0 1,588,000 2,347,000 3,784,000 4,520,000 0.18 0.26 0.43 0.49 0.18 0.25 0.42 0.48
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