UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 October 1, 1994 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. 10,500,259 shares of Common Stock Outstanding as of October 31, 1994. PART I - FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE QUARTERS ENDED OCTOBER 1, 1994 AND OCTOBER 2, 1993 (Unaudited) 1994 1993 <F1> Net sales $ 35,918,000 $ 33,434,000 Cost of sales 23,054,000 20,375,000 Gross profit 12,864,000 13,059,000 Selling and administrative expenses 9,396,000 9,698,000 Operating profit 3,468,000 3,361,000 Interest expense, net 559,000 573,000 Income before income taxes 2,909,000 2,788,000 Provision for income taxes 1,164,000 1,087,000 Income from continuing operations 1,745,000 1,701,000 (Loss) from discontinued operations, net of tax -- (626,000) Net income $ 1,745,000 $ 1,075,000 Primary and fully diluted earnings per share of common stock (Note 3): Continuing operations $ 0.17 $ 0.16 Discontinued operations -- (0.06) Total $ 0.17 $ 0.10 Dividends per share of common stock $ 0.05 $ 0.05 <F1> - Restated for discontinued operations - see Note 2 to Consolidated Financial Statements. The accompanying notes are an integral part of these financial statements. BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE NINE MONTHS ENDED OCTOBER 1, 1994 AND OCTOBER 2, 1993 (Unaudited) 1994 1993 <F1> Net sales $108,571,000 $101,802,000 Cost of sales 68,435,000 61,916,000 Gross profit 40,136,000 39,886,000 Selling and administrative expenses 29,631,000 29,268,000 Operating profit 10,505,000 10,618,000 Interest expense, net 1,596,000 1,737,000 Income before income taxes 8,909,000 8,881,000 Provision for income taxes 3,564,000 3,463,000 Income from continuing operations 5,345,000 5,418,000 (Loss) from discontinued operations, net of tax -- (1,038,000) Net income $ 5,345,000 $ 4,380,000 Primary and fully diluted earnings per share of common stock (Note 3): Continuing operations $ 0.51 $ 0.51 Discontinued operations -- (0.10) Total $ 0.51 $ 0.41 Dividends per share of common stock $ 0.15 $ 0.15 <F1> - Restated for discontinued operations - see Note 2 to Consolidated Financial Statements. The accompanying notes are an integral part of these financial statements. BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF OCTOBER 1, 1994 AND DECEMBER 31, 1993 (Unaudited) 1994 1993 ASSETS Current assets: Cash and cash equivalents $ 1,549,000 $ 1,383,000 Accounts receivable, less allowances of $958,000 and $844,000, respectively 21,769,000 18,932,000 Inventories: Raw materials and supplies 4,605,000 3,173,000 Work in process 4,638,000 4,471,000 Finished goods 12,037,000 11,849,000 21,280,000 19,493,000 Deferred income taxes 3,568,000 3,495,000 Other current assets 1,133,000 2,156,000 Total current assets 49,299,000 45,459,000 Plant and equipment, at cost 78,164,000 76,418,000 Less - Accumulated depreciation and amortization (41,693,000) (37,764,000) Plant and equipment, net 36,471,000 38,654,000 Cost in excess of net assets of purchased businesses 8,255,000 8,244,000 Other assets 2,887,000 3,190,000 Net assets of discontinued operations (Note 2) 12,024,000 12,434,000 $108,936,000 $107,981,000 LIABILITIES & STOCKHOLDERS' INVESTMENT Current Liabilities: Short-term debt $ 6,282,000 $ 5,130,000 Current maturities of long-term debt 187,000 189,000 Accounts payable 9,110,000 7,363,000 Accrued expenses (Note 4) 15,183,000 12,679,000 Total current liabilities 30,762,000 25,361,000 Long-term debt 29,795,000 38,399,000 Deferred income taxes 3,146,000 3,232,000 Other liabilities 2,477,000 2,474,000 Stockholders' Investment: Preferred stock, par value $.01, 5,000,000 shares authorized, none issued -- -- Common stock, par value $.01, 30,000,000 shares authorized, 10,952,124 issued 109,000 109,000 Paid-in capital 50,064,000 49,595,000 Retained earnings 2,383,000 (1,389,000) Treasury stock, at cost, 451,865 shares (9,800,000) (9,800,000) Total stockholders' investment 42,756,000 38,515,000 $108,936,000 $107,981,000 The accompanying notes are an integral part of these financial statements. BAIRNCO CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED OCTOBER 1, 1994 AND OCTOBER 2, 1993 (Unaudited) 1994 1993 <F1> Cash Flows from Operating Activities: Income from continuing operations $ 5,345,000 $ 5,418,000 Adjustments to reconcile to net cash provided by operating activities: Depreciation and amortization 5,015,000 4,955,000 Loss on disposal of equipment 581,000 50,000 Deferred income taxes (159,000) (2,035,000) Changes in current assets and liabilities: (Increase) in accounts receivable (2,837,000) (871,000) (Increase) in inventories (1,787,000) (2,028,000) Decrease (increase) in other current assets 1,023,000 (85,000) Increase (decrease) in accounts payable 1,747,000 (1,278,000) Increase (decrease) in accrued expenses 2,504,000 (2,057,000) Increase in other liabilities 3,000 1,101,000 Translation adjustment and other, net 623,000 (767,000) Net cash provided by operating activities 12,058,000 2,403,000 Cash Flows from Investing Activities: Capital expenditures (3,670,000) (4,811,000) Proceeds from sale of facility 613,000 -- Funds provided by discontinued operations 410,000 4,169,000 Net cash (used in) investing activities (2,647,000) (642,000) Cash Flows from Financing Activities: Net (repayments) borrowings of external debt (7,670,000) (477,000) Exercise of stock options -- 20,000 Payment of dividends (1,575,000) (1,575,000) Net cash (used in) financing activities (9,245,000) (2,032,000) Net increase (decrease) in cash and cash equivalents 166,000 (271,000) Cash and cash equivalents, beginning of period 1,383,000 835,000 Cash and cash equivalents, end of period $ 1,549,000 $ 564,000 <F1> - Restated for discontinued operations - see Note 2 to Consolidated Financial Statements. The accompanying notes are an integral part of these financial statements. BAIRNCO CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS OCTOBER 1, 1994 (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 October 1, 1994, are not necessarily indicative of the results of operations for the full year. (2) Discontinued Operations As discussed in Note 3 to Bairnco's 1993 Audited Consolidated Financial Statements, the Corporation adopted a restructuring plan as of December 31, 1993 which included a formal plan of divestiture relating to the businesses that comprised Bairnco's Specialty Construction Products segment and secure communications electronics operations. Accordingly, these businesses were classified as discontinued operations as of December 31, 1993 for financial reporting purposes and the accompanying Consolidated Financial Statements have been reclassified to report separately the net assets and operating results of discontinued operations. The sale of Ray Proof Ltd. to Lindgren RF Enclosures, Inc. was completed during the third quarter. The formal plan of divestiture related to the other businesses comprising the discontinued operations is expected to be completed during the fourth quarter 1994. Net sales for the discontinued operations for the quarters ended October 1, 1994 and October 2, 1993 were $4.5 million and $4.8 million, respectively. Net sales for the discontinued operations for the nine months ended October 1, 1994 and October 2, 1993 were $16.1 million and $16.6 million, respectively. (3) 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 1994 1993 1994 1993 Primary 10,500,000 10,500,000 10,500,000 10,609,000 Fully Diluted 10,500,000 10,500,000 10,500,000 10,616,000 Primary and fully diluted earnings per share include all common stock equivalents. Statements showing the calculation of primary and fully diluted earnings per share for the quarters ended October 1, 1994 and October 2, 1993, and for the nine months ended October 1, 1994 and October 2, 1993, are included as Exhibit 11.1 and Exhibit 11.2, respectively, to this Quarterly Report on Form 10-Q. (4) Accrued Expenses Accrued expenses consisted of the following as of October 1, 1994 and December 31, 1993: 1994 1993 Salaries and wages $ 2,213,000 $ 1,520,000 Income taxes 3,325,000 -- Insurance 2,077,000 2,346,000 Litigation 2,986,000 3,812,000 Other accrued expenses 4,582,000 5,001,000 Total accrued expenses $ 15,183,000 $ 12,679,000 (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, 1993. 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 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 technology materials for the printed circuit board industry, cast and calendered vinyl film systems, custom engineered laminates and pressure sensitive adhesive systems and silicone rubber 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, bakery 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 U.S. and Canada, Atlantic Service in the United Kingdom and Bertram & Graf and Biro in Europe. Comparison of Third Quarter 1994 to Third Quarter 1993 Sales in the third quarter of 1994 were $35,918,000, a 7.4% increase over sales of $33,434,000 in the third quarter of 1993. Sales of Arlon engineered materials and components increased 10.8% due to strong sales to the graphics market, which more than offset continued weak sales to the defense related markets. Sales of Kasco replacement products and services increased 3.1% primarily due to the economic recovery in the French economy. Gross profit decreased 1.5% to $12,864,000 from $13,059,000. The decline in gross profit was attributable to lower gross profit margins as a percent of sales which declined to 35.8% in 1994 from 39.1% in 1993. The gross profit margin of Kasco's replacement products and services has eroded since last year as a result of the changing mix of business to a higher percentage of sales related to repair services which continue to have very low margins due to the high front end costs of the service center program which has yet to achieve critical mass. Selling and administrative expenses decreased 3.1% to $9,396,000 from $9,698,000. As a percent of sales, selling and administrative expenses declined to 26.2% from 29.0%. Interest expense decreased 2.4% to $559,000 from $573,000 last year. The decrease in interest expense was due to a reduction in indebtedness of approximately $8,800,000 from the third quarter of 1993, which was substantially offset by increased short term interest rates. The effective tax rate for the third quarter of 1994 was 40% as compared to 39% in 1993. The provision for income taxes in both periods includes all applicable federal, state, local and foreign income taxes. Income from continuing operations was $1,745,000 or $0.17 per share, which was an increase of 2.6% from $1,701,000 or $0.16 per share in the third quarter 1993. Comparison of First Nine Months 1994 to First Nine Months 1993 Sales for the first nine months of 1994 were $108,571,000, an increase of 6.6% as compared with $101,802,000 in 1993. The increase was due to higher sales of Arlon's cast and calendered vinyl film systems for the graphics market. Income from continuing operations was basically level at $5,345,000, or $0.51 per share, from $5,418,000, or $0.51 per share in 1993. The effective tax rate for the first nine months of 1994 was 40% as compared to 39% in 1993. The provision for income taxes in both periods includes all applicable federal, state, local and foreign income taxes. Liquidity and Capital Resources At October 1, 1994 Bairnco's total debt was $36,264,000 compared to $43,718,000 at the end of 1993. At October 1, 1994 approximately $23.8 million was available for borrowing under the Corporation's secured reducing revolving credit agreement ("Credit Agreement") with a consortium of four banks. In addition, approximately $2.5 million was available under various short term domestic and foreign uncommitted credit facilities. Under the terms of the Credit Agreement, the maximum amount available for borrowings pursuant thereto will be reduced by $5,000,000 as of December 31, 1994. Cash and cash equivalents are being maintained at minimum levels in order to utilize all available cash to reduce outstanding debt. Bairnco made approximately $3.7 million of capital expenditures during the first nine months of 1994. Total capital expenditures for 1994 are expected to be approximately $6.3 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 1994. PART II - OTHER INFORMATION Item 1. LEGAL PROCEEDINGS On July 9, 1990, a consolidated class action complaint was filed in the U.S. District Court for the Southern District of New York (superseding eight complaints filed in April 1990) against Bairnco and certain of its current and former officers and directors. A subsequently filed amended complaint alleged violations of the federal securities laws concerning disclosure of matters relating to asbestos personal injury and property damage claims asserted against Keene (Bairnco's subsidiary until August 6, 1990) and sought unspecified damages for losses purportedly incurred by persons who purchased Bairnco common stock between March 13, 1989 and April 2, 1990. The Corporation and the individual defendants denied the principal allegations of the complaint and vigorously defended the action. After extensive discovery and preparations for trial, the parties reached an agreement for the settlement of the action on terms favorable to Bairnco in light of the ongoing cost of defense, including trial. Following a hearing held on May 20, 1994, the Court approved the settlement as fair, reasonable and adequate and entered judgment dismissing the action with prejudice. The settlement included the resolution, without additional cost to Bairnco, of two purported derivative actions arising out of the same circumstances as the class actions. As anticipated, the derivative actions were dismissed on October 26, 1994. 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. In 1993, Bairnco and certain of its present and former officers and directors were also named as defendants in two purported class actions in which the same types of claims were made. Both of these purported class actions, which have been consolidated in the United States District Court for the Southern District of New York, have been stayed by order of the Bankruptcy Court for the Southern District of New York, as described in the following paragraph. On December 6, 1993, Keene filed for protection under Chapter 11 of the Bankruptcy Code. The filing and certain subsequent proceedings led to a stay of the asbestos-related individual and class actions referred to above. In an order entered on March 11, 1994, the Bankruptcy Court overseeing the reorganization of Keene entered an order appointing an examiner (the "Examiner") to evaluate and report to the Court whether there are any viable claims arising out of the transfer of assets for value by Keene to other subsidiaries of Bairnco or the spinoffs of certain subsidiaries, including Keene, by Bairnco. Bairnco provided evidence and other information to the Examiner. The Examiner's preliminary report was released on October 3, 1994. The Bankruptcy Court has scheduled a hearing to consider the Examiner's report and related matters. 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 October 1, 1994. 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 October 1, 1994 and October 2, 1993. Exhibit 11.2: Calculation of Primary and Fully Diluted Earnings per Share for the Nine Months ended October 1, 1994 and October 2, 1993. 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 14, 1994