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 June 28, 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.
9,012,134 shares of Common Stock Outstanding as of July 25, 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 JUNE 28, 1997 AND JUNE 29, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
Net sales $ 41,128,000 $ 37,323,000
Cost of sales 27,020,000 24,067,000
Gross profit 14,108,000 13,256,000
Selling and administrative expenses 9,981,000 9,276,000
Operating profit 4,127,000 3,980,000
Interest expense, net 460,000 433,000
Income before income taxes 3,667,000 3,547,000
Provision for income taxes 1,320,000 1,348,000
Net Income $ 2,347,000 $ 2,199,000
Primary and fully diluted earnings per
share of common stock (Note 2) $ 0.25 $ 0.22
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 SIX MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
Net sales $ 78,573,000 $ 75,417,000
Cost of sales 51,485,000 48,723,000
Gross profit 27,088,000 26,694,000
Selling and administrative expenses 19,097,000 18,897,000
Operating profit 7,991,000 7,797,000
Interest expense, net 875,000 848,000
Income before income taxes 7,116,000 6,949,000
Provision for income taxes 2,596,000 2,641,000
Net Income $ 4,520,000 $ 4,308,000
Primary and fully diluted earnings per
share of common stock (Note 2) $ 0.48 $ 0.43
Dividends per share of common stock $ 0.10 $ 0.10
The accompanying notes are an integral part of these financial statements.
</TABLE>
<TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
AS OF JUNE 28, 1997 AND DECEMBER 31, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,426,000 $ 855,000
Accounts receivable, less allowances of
$952,000 and $822,000, respectively 25,851,000 21,476,000
Inventories (Note 3) 26,538,000 23,499,000
Deferred income taxes 2,922,000 2,922,000
Other current assets 2,081,000 3,748,000
Total current assets 58,818,000 52,500,000
Plant and equipment, at cost 87,899,000 84,531,000
Less - Accumulated depreciation and
amortization (48,691,000) (46,255,000)
Plant and equipment, net 39,208,000 38,276,000
Cost in excess of net assets of purchased
businesses 7,720,000 7,922,000
Other assets 4,283,000 3,902,000
$110,029,000 $102,600,000
LIABILITIES & STOCKHOLDERS' INVESTMENT
Current Liabilities:
Short-term debt $ 4,385,000 $ 3,337,000
Current maturities of long-term debt 37,000 125,000
Accounts payable 11,795,000 7,383,000
Accrued expenses (Note 4) 9,929,000 11,314,000
Total current liabilities 26,146,000 22,159,000
Long-term debt 28,430,000 24,717,000
Deferred income taxes 3,107,000 3,114,000
Other liabilities 2,721,000 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, 11,159,499 and
11,155,499 shares issued, respectively 112,000 112,000
Paid-in capital 49,006,000 49,004,000
Retained earnings 19,446,000 15,858,000
Currency translation adjustment 1,719,000 2,282,000
Treasury stock, at cost, 2,124,565 and
1,741,965 shares, respectively (20,658,000) (17,792,000)
Total stockholders' investment 49,625,000 49,464,000
$110,029,000 $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 SIX MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
Cash Flows from Operating Activities:
Net Income $ 4,520,000 $ 4,308,000
Adjustments to reconcile to net cash
provided by operating activities:
Depreciation and amortization 3,311,000 3,333,000
Loss on disposal of plant and equipment 1,000 31,000
Deferred income taxes (7,000) 1,000
Change in operating assets and liabilities:
(Increase) in accounts receivable (4,375,000) (2,189,000)
(Increase) decrease in inventories (3,039,000) 414,000
Decrease (increase) in other current assets 1,667,000 (450,000)
Increase in accounts payable 4,412,000 349,000
(Decrease) in accrued expenses (1,385,000) (342,000)
Other (684,000) 119,000
Net cash provided by operating activities 4,421,000 5,574,000
Cash Flows from Investing Activities:
Capital Expenditures (4,644,000) (5,899,000)
Proceeds from collection on notes receivable 179,000 366,000
Proceeds from sales of plant and equipment 19,000 43,000
Net cash (used in) investing activities (4,446,000) (5,490,000)
Cash Flows from Financing Activities:
Net borrowings of external debt 4,855,000 3,243,000
Payment of dividends (929,000) (979,000)
Purchase of treasury stock (2,866,000) (2,712,000)
Exercise of stock options 2,000 369,000
Net cash provided by (used in) financing
activities 1,062,000 (79,000)
Effect of foreign currency exchange rate changes
on cash and cash equivalents (466,000) 176,000
Net (decrease) increase in cash and cash
equivalents 571,000 181,000
Cash and cash equivalents, beginning of period 855,000 608,000
Cash and cash equivalents, end of period $ 1,426,000 $ 789,000
The accompanying notes are an integral part of these financial statements.
</TABLE>
BAIRNCO CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
JUNE 28, 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 information presented not
misleading.
The consolidated results of operations for the quarter and six months ended
June 28, 1997, 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, adjusted for the dilutive effect of stock options, which is the
same on both a primary and fully-diluted basis.
Second Quarter First Six Months
1997 1996 1997 1996
Primary 9,340,000 9,975,000 9,431,000 10,020,000
Fully Diluted 9,381,000 9,982,000 9,478,000 10,038,000
Statements regarding the computation of earnings per share for the quarters
and six month periods ended June 28, 1997 and June 29, 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 six month periods
ended June 28, 1997 and June 29, 1996 computed under SFAS 128 would not be
different than that previously computed.
(3) Inventories
Inventories consisted of the following as of June 28, 1997 and December 31,
1996:
1997 1996
Raw materials and supplies $ 5,673,000 $ 4,733,000
Work in process 6,638,000 5,999,000
Finished goods 14,227,000 12,767,000
Total inventories $ 26,538,000 $ 23,499,000
(4) Accrued Expenses
Accrued expenses consisted of the following as of June 28, 1997 and
December 31, 1996:
1997 1996
Salaries and wages $ 2,016,000 $ 2,708,000
Income taxes 404,000 245,000
Insurance 1,555,000 2,648,000
Litigation 1,748,000 1,654,000
Other accrued expenses 4,206,000 4,059,000
Total accrued expenses $ 9,929,000 $ 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 Second Quarter 1997 to Second Quarter 1996
Sales in the second quarter 1997 were $41,128,000, an increase of 10.2% from
$37,323,000 in 1996. Arlon sales increased 16.2% due to the recovery in
demand from last year's depressed second quarter caused by inventory
corrections in the semiconductor industry, and from continued growth in the
electronics and electrical insulation markets. Although Kasco sales
decreased 2.8% as a result of the decision to stop distributing equipment in
most of Canada at the end of 1996 and the negative impact of currency
translation rates on sales of Kasco's European operations, sales of Kasco's
core products increased during the second quarter.
Gross profit increased 6.4% to $14,108,000 from $13,256,000 primarily due to
the increased sales. The gross profit margin as a percent of sales decreased
from 35.5% to 34.3% as a result of sales mix change, continuing price
pressures and lower yields at plants serving the telecommunications and
semiconductor markets.
Selling and administrative expenses increased 7.6% to $9,981,000 from
$9,276,000 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 24.3% from 24.9%.
Interest expense increased $27,000 to $460,000 for the second quarter from
$433,000 last year. This increase was the result of higher average
borrowings in the current quarter.
The effective tax rate for the second 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 6.7% to $2,347,000 as compared to $2,199,000 in the
second quarter of 1996. Earnings per share increased 13.6% to $.25 from $.22
as a result of the increased net income and the reduced number of shares
outstanding.
Comparison of First Six Months 1997 to First Six Months 1996
Sales for the first half of 1997 increased 4.2% to $78,573,000 from
$75,417,000 in 1996. The increase in sales was attributable to the growth
in Arlon's sales during the second quarter 1997.
Gross profit increased $394,000, or 1.5% in 1997, from $26,694,000 in the
first half of 1996. The gross profit margin as a percent of sales decreased
from 35.4% to 34.5%. The profit margin declines are primarily attributable
to sales mix changes in Arlon's business, continuing price pressures and
lower yields at the plants serving the telecommunications and semiconductor
markets. 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 1.1% to $19,097,000 from
$18,897,000. As a percent of sales, selling and administrative expenses
decreased to 24.3% from 25.1%.
Interest expense increased $27,000 from the first half of 1996. This
increase was primarily the result of higher average borrowings in the
second quarter of 1997.
The effective tax rate for the first half of 1997 was 36.5% 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 4.9% to $4,520,000 as compared to $4,308,000 in the
first half of 1996. Earnings per share increased 11.6% to $.48 from $.43 as
a result of increased net income and fewer average shares outstanding.
Liquidity and Capital Resources
At June 28, 1997, Bairnco had working capital of $32.7 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 second 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 which were built
in the second quarter of 1997 in anticipation of increased sales. The
decrease in accrued expenses results primarily from the settlement and
payment of previously outstanding casualty insurance claims.
During the second quarter Bairnco repurchased 300,800 shares of its common
stock bringing the total shares repurchased in 1997 to 382,600.
At June 28, 1997, Bairnco's total debt outstanding was $32,852,000 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 June 28,
1997 approximately $19.6 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 $3.1 million of capital expenditures during the
second quarter of 1997 bringing the total capital expenditures for the six
months ended June 28, 1997 to $4,644,000. Total capital expenditures in
1997 are expected to be approximately $12.0 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 June 28, 1997.
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 June 28, 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 United States District Court for the
Southern District of New York withdrew the reference with respect to the
Transactions Lawsuit, that is, they transferred the case from the Bankruptcy
Court to the District Court where it will be litigated. Responses to the
complaint are to be filed by September 15, 1997.
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
June 28, 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 June 28, 1997 and June 29, 1996.
Exhibit 11.2: Calculation of Primary and Fully Diluted Earnings per Share
for the Six Months ended June 28, 1997 and June 29, 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: August 1, 1997
EXHIBITS TO FORM 10-Q
FOR THE QUARTER ENDED JUNE 28, 1997
EXHIBIT 11.1
<TABLE>
BAIRNCO CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS PER SHARE
FOR THE QUARTERS ENDED JUNE 28, 1997 AND JUNE 29, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income $ 2,347,000 $ 2,199,000
Average common shares outstanding 9,198,000 9,835,000
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 142,000 140,000
Total common and common equivalent shares 9,340,000 9,975,000
Primary Earnings Per Common Share $ 0.25 $ 0.22
FULLY DILUTED EARNINGS PER SHARE:
Net income $ 2,347,000 $ 2,199,000
Total common and common equivalent shares 9,340,000 9,975,000
Additional common shares assuming full
dilution 41,000 7,000
Total common shares assuming full dilution 9,381,000 9,982,000
Fully Diluted Earnings Per Common Share $ 0.25 $ 0.22
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 SIX MONTHS ENDED JUNE 28, 1997 AND JUNE 29, 1996
(Unaudited)
<CAPTION>
1997 1996
<S> <C> <C>
PRIMARY EARNINGS PER SHARE:
Net income $ 4,520,000 $ 4,308,000
Average common shares outstanding 9,295,000 9,891,000
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 136,000 129,000
Total common and common equivalent shares 9,431,000 10,020,000
Primary Earnings Per Common Share $ 0.48 $ 0.43
FULLY DILUTED EARNINGS PER SHARE:
Net income $ 4,520,000 $ 4,308,000
Total common and common equivalent shares 9,431,000 10,020,000
Additional common shares assuming full dilution 47,000 18,000
Total common shares assuming full dilution 9,478,000 10,038,000
Fully Diluted Earnings Per Common Share $ 0.48 $ 0.43
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
SECOND QUARTER 1997 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997
<PERIOD-END> JUN-28-1997 JUN-28-1997
<CASH> 1,426,000 1,426,000
<SECURITIES> 0 0
<RECEIVABLES> 26,803,000 26,803,000
<ALLOWANCES> 952,000 952,000
<INVENTORY> 26,538,000 26,538,000
<CURRENT-ASSETS> 58,818,000 58,818,000
<PP&E> 87,899,000 87,899,000
<DEPRECIATION> 48,691,000 48,691,000
<TOTAL-ASSETS> 110,029,000 110,029,000
<CURRENT-LIABILITIES> 26,146,000 26,146,000
<BONDS> 28,430,000 28,430,000
0 0
0 0
<COMMON> 112,000 112,000
<OTHER-SE> 49,513,000 49,513,000
<TOTAL-LIABILITY-AND-EQUITY> 110,029,000 110,029,000
<SALES> 41,128,000 78,573,000
<TOTAL-REVENUES> 41,128,000 78,573,000
<CGS> 27,020,000 51,485,000
<TOTAL-COSTS> 27,020,000 51,485,000
<OTHER-EXPENSES> 0 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 460,000 875,000
<INCOME-PRETAX> 3,667,000 7,116,000
<INCOME-TAX> 1,320,000 2,596,000
<INCOME-CONTINUING> 2,347,000 4,520,000
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 2,347,000 4,520,000
<EPS-PRIMARY> 0.25 0.48
<EPS-DILUTED> 0.25 0.48
</TABLE>
