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
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE QUARTERS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
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.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
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.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
AS OF SEPTEMBER 27, 1997 AND DECEMBER 31, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
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.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
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.
</TABLE>
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
EXHIBITS TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 27, 1997
EXHIBIT 11.1
<TABLE>
BAIRNCO CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE QUARTERS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
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.
</TABLE>
EXHIBIT 11.2
<TABLE>
BAIRNCO CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE NINE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
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.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
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.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> SEP-27-1997 SEP-27-1997
<CASH> 1,121,000 1,121,000
<SECURITIES> 0 0
<RECEIVABLES> 26,819,000 26,819,000
<ALLOWANCES> 989,000 989,000
<INVENTORY> 26,449,000 26,449,000
<CURRENT-ASSETS> 58,660,000 58,660,000
<PP&E> 89,050,000 89,050,000
<DEPRECIATION> 49,294,000 49,294,000
<TOTAL-ASSETS> 110,068,000 110,068,000
<CURRENT-LIABILITIES> 23,956,000 23,956,000
<BONDS> 28,867,000 28,867,000
0 0
0 0
<COMMON> 112,000 112,000
<OTHER-SE> 50,939,000 50,939,000
<TOTAL-LIABILITY-AND-EQUITY> 110,068,000 110,068,000
<SALES> 39,814,000 118,387,000
<TOTAL-REVENUES> 39,814,000 118,387,000
<CGS> 26,228,000 77,713,000
<TOTAL-COSTS> 26,228,000 77,713,000
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 486,000 1,361,000
<INCOME-PRETAX> 3,383,000 10,499,000
<INCOME-TAX> 1,218,000 3,814,000
<INCOME-CONTINUING> 2,165,000 6,685,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,165,000 6,685,000
<EPS-PRIMARY> 0.23 0.71
<EPS-DILUTED> 0.23 0.71
</TABLE>
