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 28, 1996
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.
9,619,834 shares of Common Stock Outstanding as of October 25, 1996.
PART I - FINANCIAL INFORMATION
Item 1: FINANCIAL STATEMENTS
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE QUARTERS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
(Unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
Net sales $ 36,152,000 $ 37,386,000
Cost of sales 23,645,000 24,511,000
Gross profit 12,507,000 12,875,000
Selling and administrative expenses 8,965,000 9,292,000
Operating profit 3,542,000 3,583,000
Interest expense, net 417,000 479,000
Income before income taxes 3,125,000 3,104,000
Provision for income taxes 1,187,000 1,211,000
Net Income $ 1,938,000 $ 1,893,000
Primary and fully diluted earnings per share of
common stock (Note 2) $ 0.20 $ 0.18
Dividends per share of common stock $ 0.05 $ 0.05
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
(Unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
Net sales $111,569,000 $114,218,000
Cost of sales 72,368,000 73,767,000
Gross profit 39,201,000 40,451,000
Selling and administrative expenses 27,862,000 29,404,000
Operating profit 11,339,000 11,047,000
Interest expense, net 1,265,000 1,553,000
Income before income taxes 10,074,000 9,494,000
Provision for income taxes 3,828,000 3,639,000
Net Income $ 6,246,000 $ 5,855,000
Primary and fully diluted earnings per share of
common stock (Note 2) $ 0.63 $ 0.56
Dividends per share of common stock $ 0.15 $ 0.15
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 28, 1996 AND DECEMBER 31, 1995
(Unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 626,000 $ 608,000
Accounts receivable, less allowances of
$901,000 and $763,000, respectively 23,006,000 21,472,000
Inventories (Note 3) 24,137,000 23,736,000
Deferred income taxes 3,395,000 3,396,000
Other current assets 3,194,000 2,130,000
Total current assets 54,358,000 51,342,000
Plant and equipment, at cost 84,441,000 77,792,000
Less - Accumulated depreciation and
amortization (46,704,000) (43,343,000)
Plant and equipment, net 37,737,000 34,449,000
Cost in excess of net assets of
purchased businesses 7,972,000 8,152,000
Other assets 4,226,000 4,253,000
$104,293,000 $ 98,196,000
LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt $ 5,421,000 $ 3,156,000
Current maturities of long-term debt 185,000 186,000
Accounts payable 8,148,000 7,885,000
Accrued expenses (Note 4) 11,447,000 11,765,000
Total current liabilities 25,201,000 22,992,000
Long-term debt 24,302,000 21,236,000
Deferred income taxes 3,217,000 3,215,000
Other liabilities 2,590,000 2,729,000
Stockholders' Investment:
Preferred stock, par value $.01,
5,000,000 shares authorized, none
issued -- --
Common stock, par value $.01, 30,000,000
shares authorized, 11,135,499 and
11,062,499 shares issued, respectively 111,000 111,000
Paid-in capital 50,988,000 50,833,000
Retained earnings 14,240,000 9,460,000
Treasury stock, at cost, 1,514,665 and
938,065 shares, respectively (16,356,000) (12,380,000)
Total stockholders' investment 48,983,000 48,024,000
$104,293,000 $ 98,196,000
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
(Unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 6,246,000 $ 5,855,000
Adjustment to reconcile to net cash
provided by operating activities:
Depreciation and amortization 5,005,000 4,939,000
Loss on disposal of plant and equipment 37,000 196,000
Deferred income taxes 3,000 (741,000)
Change in operating assets and
liabilities:
(Increase) in accounts receivable (1,534,000) (2,637,000)
(Increase) in inventories (401,000) (4,413,000)
(Increase) decrease in other current
assets (1,064,000) 3,316,000
Increase (decrease) in accounts
payable 263,000 (1,113,000)
(Decrease) increase in accrued
expenses (318,000) 2,777,000
Cash provided by discontinued operations -- 70,000
Other (745,000) 427,000
Net cash provided by operating
activities 7,492,000 8,676,000
Cash Flows from Investing Activities:
Capital Expenditures (8,296,000) (3,746,000)
Proceeds from collection on notes
receivable 620,000 --
Proceeds from sales of plant and
equipment 67,000 160,000
Net cash (used in) investing
activities (7,609,000) (3,586,000)
Cash Flows from Financing Activities:
Net borrowings (repayments) of external
debt 4,947,000 (4,000,000)
Payment of dividends (1,466,000) (1,576,000)
Purchase of treasury stock (3,976,000) (607,000)
Exercise of stock options 372,000 102,000
Net cash (used in) financing
activities (123,000) (6,081,000)
Effect of foreign currency exchange rate
changes on cash and cash equivalents 258,000 429,000
Net increase (decrease) in cash and cash
equivalents 18,000 (562,000)
Cash and cash equivalents, beginning
of period 608,000 1,478,000
Cash and cash equivalents, end of
period $ 626,000 $ 916,000
The accompanying notes are an integral part of these financial statements.
</TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 28, 1996
(Unaudited)
(1) Basis of Presentation
The accompanying consolidated 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 financial information included herein reflects all adjustments
of a normal recurring nature which the Corporation's management considers
necessary for a fair summarized presentation of the consolidated financial
statements included in this Form 10-Q filing. The consolidated results of
operations for the quarter and nine months ended September 28, 1996, are not
necessarily indicative of the results of operations for the full year.
(2) Earnings per Common Share
Earnings per common share are based on the weighted average number of
shares outstanding during the periods as follows:
Third Quarter First Nine Months
1996 1995 1996 1995
Primary 9,829,000 10,474,367 9,955,000 10,492,388
Fully Diluted 9,829,000 10,474,974 9,955,000 10,494,956
Primary and fully diluted earnings per share include all common stock
equivalents. Statements regarding the computation of earnings per share
for the quarters and nine month periods ended September 28, 1996 and
September 30, 1995 are included as Exhibit 11.1 and Exhibit 11.2,
respectively, to this Quarterly Report on Form 10-Q.
(3) Inventories
Inventories consisted of the following as of September 28, 1996 and
December 31, 1995:
1996 1995
Raw materials and supplies $ 4,630,000 $ 4,651,000
Work in process 5,276,000 5,451,000
Finished goods 14,231,000 13,634,000
Total inventories $24,137,000 $23,736,000
(4) Accrued Expenses
Accrued expenses consisted of the following as of September 28, 1996 and
December 31, 1995:
1996 1995
Salaries and wages $ 2,257,000 $ 2,312,000
Income taxes 199,000 360,000
Insurance 1,840,000 2,026,000
Litigation 1,861,000 1,942,000
Other accrued expenses 5,290,000 5,125,000
Total accrued expenses $11,447,000 $11,765,000
(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 Financial Statements and related notes and with Bairnco's
Audited Consolidated Financial Statements and related notes for the year
ended December 31, 1995.
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 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 1996 to Third Quarter 1995
Sales in the third quarter 1996 were $36,152,000, a decrease of 3.3% from
$37,386,000 in 1995. Increased sales to the graphics and electrical
insulation markets were more than offset by lower Kasco exports and equipment
sales in France. As in the second quarter, sales to the electronics markets
were lower during the third quarter due to inventory corrections made by
customers in the electronics industry. However, sales to these markets
improved over the second quarter indicating that the inventory correction is
abating.
Gross profit decreased 2.9% to $12,507,000 from $12,875,000 primarily due
to reduced sales and attendant lower gross profit from the severe negative
impact of the "Mad Cow" disease on meat consumption and the meat industry
in Europe. The gross profit margin as a percent of sales increased from
34.4% to 34.6%. The increase is primarily attributable to increased sales
of higher margin high performance microwave materials and improved
manufacturing efficiencies at plants serving the graphics markets.
Selling and administrative expenses decreased 3.5% to $8,965,000 from
$9,292,000 primarily as a result of the ongoing impact of programs to make
Kasco a more cost effective enterprise. As a percent of sales, selling and
administrative expenses were reduced to 24.8% from 24.9%.
Interest expense was reduced $62,000 to $417,000 for the third quarter from
$479,000 last year. This reduction was the result of combined lower interest
rates and lower average borrowings in the quarter.
The effective tax rate for the third quarter of 1996 was 38% versus 39% for
the third quarter of 1995. The provision for income taxes in both periods
includes all applicable federal, state, local and foreign income taxes.
Net income increased 2.4% to $1,938,000 as compared to $1,893,000 in the
third quarter of 1995. Earnings per share increased 11.1% to $.20 from $.18
as a result of the increased net income and the reduced number of shares
outstanding.
Comparison of First Nine Months 1996 to First Nine Months 1995
Sales for the first nine months of 1996 were $111,569,000, a decrease of 2.3%
from $114,218,000 in 1995. The decrease in sales was attributable to a 9.2%
decline in Kasco's sales representing lower Kasco exports and equipment sales
in France. Arlon's sales increased 1.2% over the same period as growth in
the graphics and electrical insulation markets offset the declines in demand
from the electronics markets.
Gross profit decreased $1,250,000, or 3.1% in 1996, from $40,451,000 in the
first nine months of 1995 primarily due to reduced sales and attendant lower
gross profit from the severe negative impact of the "Mad Cow" disease on meat
consumption and the meat industry in Europe. The gross profit margin as a
percent of sales decreased from 35.4% to 35.1%. Despite the improved gross
profit margin as a percent of sales in the third quarter, declines in first
nine months 1996 versus 1995 continued as increases in Arlon's lower margin
commercial electronics business and reduced volumes at the plants serving the
electronics markets offset the increased sales of higher margin high
performance microwave materials. For the first nine months of 1996, Kasco's
gross profit margin as a percent of sales are relatively unchanged from 1995.
Selling and administrative expenses decreased 5.2% to $27,862,000 from
$29,404,000. As a percent of sales, selling and administrative expenses
decreased to 25.0% from 25.7%, the result of the ongoing impact of programs
to make Kasco a more cost effective enterprise.
Interest expense decreased $288,000 from the first nine months of 1995. This
reduction was the result of combined lower interest rates and lower average
borrowings in the first nine months of 1996.
The effective tax rate for the first nine months of 1996 was 38% versus 38.3%
for the first nine months of 1995. The provision for income taxes in both
periods includes all applicable federal, state, local and foreign income
taxes.
Net income increased 6.7% to $6,246,000 as compared to $5,855,000 in the
first nine months of 1995. Earnings per share increased 12.5% to $.63 from
$.56 as a result of increased net income and fewer average shares
outstanding.
Liquidity and Capital Resources
At September 28, 1996, Bairnco had working capital of $29.2 million compared
to $28.4 million at December 31, 1995. The increase in accounts receivable
relates to the increase in export business which has longer payment terms.
Other current assets increased as a result of an overpayment of estimated
federal income taxes for the third quarter 1996.
During the third quarter Bairnco repurchased 192,300 shares of the
Corporation's common stock at a total cost of $1,264,000. Through September
28, a total of 576,600 shares have been repurchased in 1996.
At September 28, 1996, Bairnco's total debt outstanding was $29,908,000
compared to $24,578,000 at the end of 1995. This increase was primarily due
to the stock repurchases and the first quarter acquisition of a small
silicone product line. At September 28, 1996 approximately $19.7 million was
available for borrowing under the Corporation's secured reducing revolving
credit agreement, as amended. In addition, approximately $3.2 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 1996 bringing the total capital expenditures for the nine
months ended September 28, 1996 to $8,296,000. Total capital expenditures
in 1996 are now expected to be approximately $11.5 million which includes
approximately $2.5 million related to the small silicone product line
acquisition.
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 1996.
Management
Effective October 1, 1996, Jeff Berresford was appointed President of Kasco
Corporation. Mr. Berresford was previously Vice President of Marketing for
the Food and Beverage Division of Ecolab, Inc.
Effective October 14, 1996, Elmer Pruim was appointed President of Arlon's
Adhesives and Films Division. Mr. Pruim has previously served as Bairnco's
Controller since August 1994 and was Acting President of Kasco North America
from September 1995 to September 1996.
Effective October 21, 1996, Linda Metcalf was appointed Vice President
Administration and Secretary of Bairnco. Mrs. Metcalf was previously
Managing Director of Human Resources at CBIS.
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 28,
1996.
Outlook
Management is not aware of any adverse trends that would materially affect
the Corporation's strong financial position. Although several of Bairnco's
served markets continued to be soft during the third quarter, it is expected
that 1996 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
Corporation ("Keene"), Bairnco has been named as a defendant in a number of
personal injury, property damage 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 compensatory damages
are trebled.
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 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
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 filingthis action 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 28, 1996, 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.
The IRS has taken the position that the NOL refunds, which are issued on a
provisional basis, ultimately might be disapproved or reduced by the
congressional Joint Committee on Taxation and in that event would have to be
returned to the government in whole or in part. There can be no assurance
that the NOL refunds ultimately will be approved.
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. Prior to confirmation, Bairnco and other defendants
in the Transactions Lawsuit had entered into a stipulation (the "Transactions
Stipulation") that calls for the Transactions Lawsuit to be litigated in the
District Court. The anticipated effect of these various provisions is that
all claims and claimants against Bairnco that relate to Keene's asbestos
liabilities should be consolidated for a single, binding resolution in the
Transactions Lawsuit in the District Court.
In keeping with the Transactions Stipulation, the parties have moved to
withdraw the reference - that is, they have requested that the District Court
assume from the Bankruptcy Court all responsibility for overseeing the
Transactions Lawsuit. Pending action on this request, proceedings in the
Transactions Lawsuit are stayed.
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 28, 1996.
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 28, 1996 and
September 30, 1995.
Exhibit 11.2: Calculation of Primary and Fully Diluted Earnings per
Share for the Nine Months ended September 28, 1996 and
September 30, 1995.
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 8, 1996
EXHIBITS
TO FORM 10-Q
FOR QUARTER ENDED
September 28, 1996
<TABLE>
EXHIBIT 11.1
BAIRNCO CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE QUARTERS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
(Unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income $ 1,938,000 $ 1,893,000
Average common shares outstanding 9,735,000 10,469,253
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 94,000 5,114
Total common and common equivalent shares 9,829,000 10,474,367
Primary Earnings Per Common Share $ 0.20 $ 0.18
FULLY DILUTED EARNINGS PER SHARE:
Net income $ 1,938,000 $ 1,893,000
Total common and common equivalent shares 9,829,000 10,474,367
Additional common shares assuming full
dilution -- 607
Total common shares assuming full dilution 9,829,000 10,474,974
Fully Diluted Earnings Per Common Share $ 0.20 $ 0.18
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.
</TABLE>
<TABLE>
EXHIBIT 11.2
BAIRNCO CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE NINE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
(Unaudited)
<CAPTION>
1996 1995
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income $ 6,246,000 $ 5,855,000
Average common shares outstanding 9,839,000 10,489,924
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 116,000 2,464
Total common and common equivalent shares 9,955,000 10,492,388
Primary Earnings Per Common Share $ 0.63 $ 0.56
FULLY DILUTED EARNINGS PER SHARE:
Net income $ 6,246,000 $ 5,855,000
Total common and common equivalent shares 9,955,000 10,492,388
Additional common shares assuming full
dilution -- 2,568
Total common shares assuming full dilution 9,955,000 10,494,956
Fully Diluted Earnings Per Common Share $ 0.63 $ 0.56
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.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BAIRNCO'S
THIRD QUARTER 1996 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996
<PERIOD-END> SEP-28-1996 SEP-28-1996
<CASH> 626,000 626,000
<SECURITIES> 0 0
<RECEIVABLES> 23,907,000 23,907,000
<ALLOWANCES> 901,000 901,000
<INVENTORY> 24,137,000 24,137,000
<CURRENT-ASSETS> 54,358,000 54,358,000
<PP&E> 84,441,000 84,441,000
<DEPRECIATION> 46,704,000 46,704,000
<TOTAL-ASSETS> 104,293,000 104,293,000
<CURRENT-LIABILITIES> 25,201,000 25,201,000
<BONDS> 24,302,000 24,302,000
0 0
0 0
<COMMON> 111,000 111,000
<OTHER-SE> 48,872,000 48,872,000
<TOTAL-LIABILITY-AND-EQUITY> 104,293,000 104,293,000
<SALES> 36,152,000 111,569,000
<TOTAL-REVENUES> 36,152,000 111,569,000
<CGS> 23,645,000 72,368,000
<TOTAL-COSTS> 23,645,000 73,368,000
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 417,000 1,265,000
<INCOME-PRETAX> 3,125,000 10,074,000
<INCOME-TAX> 1,187,000 3,828,000
<INCOME-CONTINUING> 1,938,000 6,246,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,938,000 6,246,000
<EPS-PRIMARY> 0.20 0.63
<EPS-DILUTED> 0.20 0.63
</TABLE>
