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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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, Maitland, Florida 32751
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (407) 875-2222
Securities registered pursuant to Section 12(b) of the Act:
Name of each Exchange on
Title of each class which registered
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
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
On March 18, 1996, the aggregate market value of the Registrant's voting
stock held by non-affiliates was $57,575,423.
On March 18, 1996, there were 9,834,934 shares of Common Stock outstanding,
exclusive of treasury shares or shares held by subsidiaries of the Registrant.
Parts I, II and IV incorporate information by reference from the Annual Report
to Stockholders for the fiscal year ended December 31, 1995. Part III
incorporates information by reference from the Proxy Statement dated March 21,
1996 in connection with the Registrant's Annual Meeting of Stockholders to be
held on April 19, 1996.
PART I
Item 1. BUSINESS
a. Recent Developments and Description
Bairnco Corporation was incorporated under the laws of the State of
New York on April 9, 1981. Effective September 24, 1991, Bairnco
Corporation changed its state of incorporation from New York to Delaware.
Unless otherwise indicated herein, the terms "Bairnco" and the
"Corporation" refer to Bairnco Corporation and its subsidiaries.
Effective December 31, 1993, Bairnco adopted a restructuring plan, a
major component of which was 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 are classified as discontinued operations in the consolidated
financial statements as of, and for the years ended, December 31, 1994 and
1993, and in other financial information accompanying this filing.
During 1994 the majority of the Specialty Construction businesses were
sold. The smallest and last remaining operation of the Specialty
Construction business was sold on December 29, 1995. The secure
communications business was sold on November 30, 1995.
As a result of the restructuring plan, Bairnco's focus is now on its
two remaining core businesses: Arlon's Engineered Materials and Components,
and Kasco's Replacement Products and Services.
At December 31, 1995, Bairnco employed 820 persons including 12
Headquarters personnel. Bairnco's operations occupy approximately 707,600
square feet of factory and office space at its principal locations.
b. & c. Financial Information About Industry Segments
and Narrative Description of Business
Bairnco Corporation is a diversified multinational company that
operates two business sectors. Engineered materials and components are
designed, manufactured and sold under the Arlon brand identity to
electronic, industrial and commercial markets. 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. Kasco also distributes
equipment to the food industry in Canada and France.
Financial data and other information about the Corporation's segments
is set forth in Note 10 to the Consolidated Financial Statements on pages
23 and 24 and on pages 4 through 7 of Bairnco's 1995 Annual Report to
Stockholders which is incorporated herein by reference. This information
should be read in conjunction with the "Financial History" set forth on
page 9 of Bairnco's 1995 Annual Report to Stockholders, and "Management's
Discussion and Analysis" set forth on pages 10 and 11 of Bairnco's 1995
Annual Report to Stockholders, which is incorporated herein by reference.
The principal facilities utilized by each segment are detailed on
pages 9 and 10 under "Item 2. PROPERTIES" of this filing.
ENGINEERED MATERIALS AND COMPONENTS (ARLON)
Description of Business
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 market of
the electronics 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.
Arlon circuit board materials (also referred to as substrates) are
grouped as follows: (1) High performance and high temperature materials
used in circuit boards for military electronics and sophisticated
commercial applications, such as in the surface mount electronics for the
Motorola worldwide satellite telephone systems (Iridium) and circuit boards
used in burn-in ovens to routinely test semiconductors. Intermediate
temperature laminates which provide both improved product reliability in
the field and ease of manufacture are also key to the line. Specialty
products have been developed for the surface mounting of computer chips on
circuit boards and multi-chip modules which are growing segments of the
printed circuit board market; and, (2) Frequency dependent and low signal
loss materials used for circuit boards and antennas used in microwave
applications such as digital cordless telephones, local and global cellular
phone systems, direct broadcast satellite TV systems, global positioning
satellite systems and other personal communications systems. Additional
wireless opportunities for Arlon circuit board materials include local area
networks for computers and public business exchange systems or PBX's, toll
booth reading systems and collision avoidance systems. A major emerging
market for wireless communications is the phone systems which are being
planned for a number of developing countries such as India and Argentina.
These systems are being designed wireless both to reduce system maintenance
costs and to expedite and reduce cost of installation.
Arlon specialty graphic films include cast and calendered vinyl films
that are manufactured and marketed under the Calon brand name. These films
are offered in a wide variety of colors and with varying face stocks and
adhesive systems for the specialty graphics market which includes
commercial sign manufacturers, graphic printing houses, and numerous
customers involved in various commercial and governmental specification
applications.
Custom engineered laminates and adhesive systems are also manufactured
and marketed under the Arlon brand name and include insulating foam tapes
for thermopane windows, electrical insulation, thermal insulation panels
for appliances and cars, security tags and labels, durable printing stock
for high speed laser printing systems and custom engineered laminates for
specific industrial applications.
A line of silicone rubber based materials, used in a broad range of
consumer, industrial, utility and commercial products, is also manufactured
and marketed under the Arlon brand name. Typical applications of these
materials include silicone rubber roll material used in molding composites,
silicone rubber tape to insulate coil windings of electric traction motors
(most notably locomotive traction motors), insulating tapes for industrial
flexible heaters and power utility applications.
Competition
Arlon has numerous competitors ranging in size from small, sole
proprietorships to units of very large, multinational corporations that in
certain instances have far greater market positions and financial resources
than the Corporation's.
The principal method of competition for Arlon's products varies by
product line and type of customer. While competition for established lines
is usually based on one or more of lead time, price, product performance,
technical support and customer service, it may also be based on the ability
to service emerging technologies through the custom design of new or
redesign of existing products and materials for the new applications. For
high performance materials sold to the printed circuit board industry, the
consistent technical performance of the materials supplied in excess of
minimum specified standards can be the critical competitive element. In
addition, Arlon sells a significant portion of its circuit board materials
into the Japanese and European markets where local producers of similar
materials have a competitive advantage related to their geographic
location.
Distribution
Arlon products are marketed by company sales personnel, outside sales
representatives and distributors in the United States, Canada, Europe, the
Far East and several other international markets.
Raw Materials and Purchased Parts
The essential raw materials used in Arlon engineered materials and
components are silicone rubber, fiberglass cloth, pigments, steel and
aluminum parts, copper foil, aluminum foil, polyethylene foam and various
plastic films, special papers and release liners, vinyl resins, various
adhesives and solvents, Teflontm or polytetrafluoroethelene (PTFE) resin,
polyimide resin, epoxy resins, and various chemicals. Generally, these
materials are each available from several qualified suppliers. There are,
however, several raw materials used in Arlon's products that are purchased
from chemical companies and are proprietary in nature. Other raw materials
are purchased from a single approved vendor on a "sole source" basis
although alternative sources could be developed in the future if necessary.
However, the qualification procedure can take up to several months and
could therefore interrupt production if the primary raw material source was
lost unexpectedly.
Due to the number and diversity of Arlon's products it is unlikely
that availability problems with any one raw material would have a material
adverse effect on Arlon. There are no known limitations to the continued
availability of Arlon's raw materials. Current suppliers are located in the
United States, Japan and France.
Backlog
Order backlog for this segment was $8,109,000 as of December 31, 1995,
$7,833,000 as of December 31, 1994 and $7,998,000 as of December 31, 1993.
Substantially all of the backlog as of December 31, 1995 is scheduled for
shipment in 1996.
Employees
As of December 31, 1995, approximately 445 employees were employed by
the operations comprising Arlon's engineered materials and components.
Patents and Trademarks
The Corporation owns several registered trademarks under which certain
Arlon products are sold. The Corporation does not believe that the loss of
any or all of these trademarks would have a material adverse effect on this
segment.
REPLACEMENT PRODUCTS AND SERVICES (KASCO)
Description of Business
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.
Replacement band saw blades are also sold for use in wood and metal
industries. Kasco's French and Canadian operations also distribute
equipment to the supermarket and food processing industries in their
respective markets.
Kasco manufactures band saw blades for cutting, and chopper plates and
knives for grinding meat in supermarkets and packing plants, band saw
blades used in frozen fish factories, small band saw blades for cutting
metal and wood, and large band saw blades for lumber mills. Kasco
distributes related supply products and a seasoning line to supermarkets,
as well as other customers.
Kasco also provides preventive maintenance and repair parts and
service for a broad range of supermarket equipment primarily in the meat
and deli areas in selected markets.
Replacement products and services 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.
Competition and Marketing
Kasco competes with several large and medium-sized national and
regional companies, as well as numerous small local companies. The
principal methods of competition are service, price and product
performance. The performance of meat band saw blades used in cutting meat
or other food items is balanced between minimizing waste and maximizing the
efficiency and productivity of the band saw machine and operator or other
cutting/processing equipment being used. During 1995, Kasco's management
took numerous actions to improve the efficiencies in manufacturing and
distribution. These actions, together with the significant investment in
new grinding and other manufacturing equipment and techniques has resulted
in improved quality, more efficient operations and improved customer
service.
In North America, Kasco supplies its products and services directly
to the supermarket and meat cutting industries through route sales people.
They make regularly scheduled calls on the accounts in their region. They
both supply the Company's products and provide related equipment
maintenance services. The route sales people are continuously trained in
the service and maintenance of the equipment used in the meat preparation
areas of retail food outlets. The field computerization program permits
the route sales people to more efficiently service their customer base.
Kasco currently operates service centers in four regions of North
America. The service centers provide preventive maintenance programs and
emergency repair programs for a broad range of equipment primarily in the
meat preparation and deli areas of supermarkets and other retail food
outlets in their geographical areas.
During 1995 the service center program was refocused on four selected
market areas where Kasco can provide more cost effective, value added
preventive maintenance and emergency service in concentrated geographical
markets. These actions resulted in a $2 million reduction in revenues and
phase out expenses which continued in reducing amounts throughout 1995. The
net impact of the cost savings began to be evident during the last part of
1995 and should provide continuing benefits in 1996.
Raw Materials and Purchased Supplies
High quality carbon steel is the principal raw material used in the
manufacture of band saw blades and is purchased from multiple domestic and
international suppliers. Tool steel is utilized in manufacturing meat
chopper plates and knives and is purchased from qualified suppliers located
in the United States, Europe and Japan. Equipment, replacement parts and
supplies are purchased from a number of manufacturers and distributors,
mostly in the United States and Europe. In the Canadian and French
operations, certain specialty equipment and other items are purchased and
resold under exclusive distributorship agreements with the equipment
manufacturers. All of the raw materials and purchased products utilized by
this sector have been readily available throughout this last year and it is
anticipated that adequate supplies will continue to be available throughout
the coming year.
Employees
As of December 31, 1995, approximately 363 persons were employed in
the replacement products and services segment.
Patents and Trademarks
The Corporation has a number of United States and foreign mechanical
patents related to several of the products manufactured and sold by Kasco,
as well as a number of design patents and registered trademarks. The
Corporation does not believe, however, that the loss of any or all of those
patents would have a material adverse effect on this segment.
d. Foreign Operations
The Corporation has foreign operations located in Canada, the United
Kingdom, France, Germany and Belgium. Information on the Corporation's
operations by geographical area for the last three fiscal years is set
forth in Note 10 to the Consolidated Financial Statements on page 24 of
Bairnco's 1995 Annual Report to Stockholders which is incorporated herein
by reference.
In addition, export sales from the Corporation's US based operations
for the years ended December 31, 1995, 1994 and 1993 were $27,115,000,
$21,093,000 and $17,835,000, respectively. Export sales to any particular
country or geographic area did not exceed 10% of consolidated sales during
any of these years.
Item 2. PROPERTIES
The following chart lists for the Corporation as a whole, and by each
of its segments, the principal locations of the Corporation's facilities
(excluding approximately 68,000 square feet of leased space related to
discontinued operations discussed in Note 3 on page 19 of Bairnco's 1995
Annual Report to Stockholders which is incorporated herein by reference)
and indicates whether the property is owned or leased and if leased, the
lease expiration date.
LEASED OR OWNED
LOCATION SQUARE FEET (LEASE EXPIRATION)
CORPORATION TOTAL 707,600
Headquarters
Maitland, FL 7,700 Leased(Expires 2000)
Replacement Products and Services (KASCO)
Calgary, Alberta, Canada 2,000 Leased(Expires 1996)
City of Industry, CA 15,000 Leased(Expires 1997)
Edmonton, Alberta, Canada 2,400 Leased(Expires 1996)
Gwent, Wales, UK 25,000 Owned
Lyon, France 11,000 Leased(Expires 1999)
Montreal, Quebec, Canada 9,300 Leased(Expires 1998)
Pansdorf, Germany 22,000 Owned
Paris, France 12,000 Leased(Expires 1996)
Rennes, France 4,800 Leased(Expires 1996)
Scarborough, Ontario, Canada 20,000 Owned
St. Louis, MO 75,000 Owned
St. Louis, MO 50,000 Leased(Expires 1996)
Saskatoon, Saskatchewan, Canada 1,400 Leased(Expires 1996)
Vancouver, B.C., Canada 11,000 Leased(Expires 1998)
Winnipeg, Manitoba, Canada 5,000 Leased(Expires 1997)
Field Warehouses
(Approximately 70 locations
in North America) 24,000 Leased
Engineered Materials and Components (Arlon)
Bear, DE 133,000 Owned
East Providence, RI 68,000 Owned
Merksem, Belgium 5,000 Leased(Expires 2002)
Rancho Cucamonga, CA 80,000 Owned
Santa Ana, CA 124,000 Leased(Expires 2003)
Item 3. 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. 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 were consolidated in the United States District Court for
the Southern District of New York, were subsequently 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. On May 5, 1995, the Bankruptcy Court overseeing the reorganization
of Keene entered an order allowing the Creditors' Committee to assume from
Keene responsibility for the pursuit of claims arising out of the transfer
of assets for value by Keene to other subsidiaries of Bairnco and the spin-
offs of certain subsidiaries, including Keene, by Bairnco. On June 8,
1995, the Creditors' Committee commenced an adversary proceeding in the
Bankruptcy Court against Bairnco and others alleging that the transfers of
assets by Keene were fraudulent and otherwise violative of law and seeking
compensatory damages of $700 million, plus interest and punitive damages.
Bairnco and other defendants have sought to have the proceeding removed to
the United States District Court for the Southern District of New York to
the judge before whom the class actions described above are pending. Their
application for such transfer is pending. Bairnco and other defendants in
the adversary proceeding have reached an agreement in principle with
respect to the transfer of the adversary proceeding to the District Court
(following the confirmation of Keene's plan of reorganization). The
agreement is, however, subject to final documentation and requires the
approval of the Bankruptcy Court before it can become effective. In the
meantime, no answers or responsive pleadings have been filed in the
adversary proceeding, and all proceedings have been stayed.
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 the exclusive benefit of tax refunds attributable to the
carryback by Keene of certain net operating losses, notwithstanding certain
provisions of tax sharing agreements between Keene and Bairnco. (After
filing this action, Keene ceded control of the action to the Creditors'
Committee.) Pending resolution of the dispute by the Bankruptcy Court, any
refunds actually received are to be placed in escrow. Through December 31,
1995, approximately $12.1 million of refunds had been received and placed
in escrow. Subsequent to year-end, an additional $14.4 million of refunds
were received and placed in escrow. There can be no assurance whatsoever
that resolution of the dispute with Keene will result in the release of any
portion of the refunds to Bairnco.
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 December 31, 1995.
Item 4. SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the
fourth quarter of 1995.
EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to executive officers
of the Corporation is as follows:
Name and Age of Data Pertaining to
Executive Officers Executive Officers
Luke E. Fichthorn III (54) Mr. Fichthorn has served as
Chairman of Bairnco since May
1990, and on December 18, 1991,
became Chief Executive Officer
of Bairnco. For over nineteen
years, Mr. Fichthorn has been a
private investment banker and
partner of Twain Associates, a
private investment banking and
consulting firm. Mr. Fichthorn
served as a director of Keene
Corporation, a former subsidiary
of Bairnco Corporation from
August, 1969 until May, 1981,
and became a director of Bairnco
in January, 1981. Mr. Fichthorn
is also a director of Florida
Rock Industries, Inc. and FRP
Properties, Inc., neither of
which is affiliated with
Bairnco.
J. Robert Wilkinson (61) Mr. Wilkinson was elected Vice
President - Finance and
Treasurer in March 1990. From
September 1986 to September
1989, Mr. Wilkinson was
Bairnco's Vice President -
Controller. From October 1989
to March 1990 he was Executive
Vice President of Shielding
Systems Corporation, a wholly-
owned subsidiary of Bairnco.
Prior to joining Bairnco, Mr.
Wilkinson served as Vice
President and Controller of
Transway International
Corporation from November 1981
to June 1986.
Barry M. Steinhart (43) Mr. Steinhart was elected Vice
President - Administration and
Secretary in March 1990. From
June of 1983 through July 1986,
Mr. Steinhart served as Division
Personnel Manager and Manager of
Human Resources of Lightolier, a
wholly-owned subsidiary of the
Genlyte Group which was a
wholly-owned subsidiary of
Bairnco until August 1988. From
August 1986 through December
1988, Mr. Steinhart served as
Director of Human Resources for
Keene Corporation, which was a
wholly-owned subsidiary of
Bairnco Corporation until
August, 1990. From January 1989
to February 1990, Mr. Steinhart
served as Bairnco's Director of
Human Resources.
Elmer G. Pruim III (33) Mr. Pruim was appointed
Controller of Bairnco
Corporation in August, 1994. In
October 1995, Mr. Pruim was also
elected as Acting President of
Kasco Corporation. Mr. Pruim
was previously an Audit Manager
with Arthur Andersen LLP.
PART II
Item 5. MARKET FOR THE REGISTRANTS COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
a. & c. Data regarding market prices of Bairnco's common
stock is included in the "Quarterly Results of Operations" on
page 12 of Bairnco's 1995 Annual Report to Stockholders which is
incorporated herein by reference. Bairnco's common stock is
traded on the New York Stock Exchange under the symbol BZ. Data
on dividends paid is included in the Consolidated Statements of
Income on page 14 of Bairnco's 1995 Annual Report to Stockholders
which is incorporated herein by reference. The quarterly cash
dividend remained constant at $0.05 per share during 1995. The
Board continues to review the dividend on a quarterly basis. Data
on the limitations of Bairnco's ability to pay dividends is
included in Note 7 to the Consolidated Financial Statements on
page 21 of Bairnco's 1995 Annual Report to Stockholders which is
incorporated herein by reference.
b. The approximate number of common equity security holders
is as follows:
Approximate Number
of Holders of Record
Title of Stock as of December 31, 1995
Common Stock, Par Value $.01 per share 1,967
Item 6. SELECTED FINANCIAL DATA
Reference is made to "Financial History" on page 9 of
Bairnco's 1995 Annual Report to Stockholders, which is
incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Reference is made to the "Management's Discussion and
Analysis" on pages 10 and 11 of Bairnco's 1995 Annual Report to
Stockholders which is incorporated herein by reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the Consolidated Financial Statements
and accompanying Notes included on pages 14 through 24 and the
"Quarterly Results of Operations" on page 12 of Bairnco's 1995
Annual Report to Stockholders which is incorporated herein by
reference. Financial Statement Schedules are included in Part IV
of this filing.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required with respect to directors of Bairnco
is included in the Proxy Statement for the 1996 Annual Meeting of
Stockholders of Bairnco, which has been filed with the Securities
and Exchange Commission and is incorporated herein by reference.
See the information regarding executive officers of the
Corporation which begins on page 13 of this Annual Report on Form
10-K.
Item 11. EXECUTIVE COMPENSATION
The information required by Item 11 is included in the Proxy
Statement for the 1996 Annual Meeting of Stockholders of Bairnco,
which has been filed with the Securities and Exchange Commission
and is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information required by Item 12 is included in the Proxy
Statement for the 1996 Annual Meeting of Stockholders of Bairnco,
which has been filed with the Securities and Exchange Commission
and is incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is included in the Proxy
Statement for the 1996 Annual Meeting of Stockholders of Bairnco,
which has been filed with the Securities and Exchange Commission
and is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K
a) 1. Financial Statements
Included in the 1995 Annual Report to Stockholders which
is included as Exhibit 13 to this Annual Report on Form
10-K:
- Report of Independent Certified Public Accountants;
- Consolidated Statements of Income for the years ended
December 31, 1995, 1994 and 1993;
- Consolidated Balance Sheets as of December 31, 1995
and 1994;
- Consolidated Statements of Cash Flows for the years
ended December 31, 1995, 1994 and 1993;
- Consolidated Statements of Stockholders' Investment
for the years ended December 31, 1995, 1994 and
1993;
- Notes to Consolidated Financial Statements.
2. Financial Statement Schedules
Included in Part IV of this Annual Report on Form 10-K:
- Report of Independent Certified Public Accountants on
Financial Statement Schedules on page 21 of this
Annual Report on Form 10-K;
- Financial Statement Schedules for the years ended
December 31, 1995, 1994 and 1993:
Schedule II - Valuation and Qualifying Accounts on
page 22 of this Annual Report on Form 10-K;
All other schedules and notes specified under Regulation
S-K are omitted because they are either not applicable,
not required or the information called for therein
appears in the Consolidated Financial Statements or Notes
thereto.
3. See Index to Exhibits on pages 24 through 27 of this
Annual Report on Form 10-K.
b) Reports on Form 8-K - None for fiscal year 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
BAIRNCO CORPORATION
(Registrant)
Date: March 26, 1996 By: /s/ J. Robert Wilkinson
J. Robert Wilkinson
Vice President-Finance and
Treasurer
(Principal Financial Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, this Report has been executed below by the following
persons on behalf of the Registrant and in the capacities and on
the date indicated above.
/s/ Luke E. Fichthorn III
Luke E. Fichthorn III - Chairman and CEO
/s/ Richard A. Shantz
Richard A. Shantz - Director
/s/ Charles T. Foley
Charles T. Foley - Director
/s/ William F. Yelverton
William F. Yelverton - Director
/s/ J. Robert Wilkinson
J. Robert Wilkinson - Vice President-Finance
and Treasurer
(Principal Financial Officer)
/s/ Elmer G. Pruim III
Elmer G. Pruim III - Controller
(Principal Accounting Officer)
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULES
TO BAIRNCO CORPORATION:
We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in
Bairnco Corporation's Annual Report to Stockholders incorporated
by reference in this Form 10-K, and have issued our report
thereon dated January 25, 1996. Our audits were made for the
purpose of forming an opinion on those statements taken as a
whole. The schedule listed in Item 14(a) 2 is the responsibility
of the company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and
is not part of the basic consolidated financial statements. This
schedule has been subjected to the auditing procedures applied in
the audits of the basic consolidated financial statements and, in
our opinion, fairly states in all material respects the financial
data required to be set forth therein in relation to the basic
consolidated financial statements taken as a whole.
Orlando, Florida
January 25, 1996
Arthur Andersen LLP
BAIRNCO CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993
Balance Balance
Year Ended Beginning Deductions End
December 31, of Year Expenses of Year
1995 - Reserve
for Doubtful
Accounts $1,097,000 $202,000 $(536,000) $ 763,000
1994 - Reserve
for Doubtful
Accounts $ 844,000 $430,000 $(177,000) $1,097,000
1993 - Reserve
for Doubtful
Accounts $ 798,000 $356,000 $(310,000) $ 844,000
Actual charges incurred in connection with the purpose for
which the reserves were established.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS TO FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File No.: 1-8120
BAIRNCO CORPORATION
(Exact name of registrant as specified in the charter)
INDEX TO EXHIBITS
a. Certificate of Incorporation, as amended through September 24, 1991.
Incorporated herein by reference to Exhibit 3 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
b. By Laws, as amended through December 18, 1991.
Incorporated herein by reference to Exhibit 3 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
c. Amended and Restated Credit Agreement, dated as of December 17,
1992, among Bairnco Corporation and certain of its subsidiaries, as
guarantors, and certain Commercial Lending Institutions and
Continental Bank NA, as the Agent for Lenders.
Incorporated herein by reference to Exhibit 3.1 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1992.
d. Promissory note, dated December 17, 1992, between Bairnco Corporation
and Continental Bank NA.
Incorporated herein by reference to Exhibit 3.2 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1992.
e. Amendment dated as of March 16, 1994 to Amended and Restated Credit
Agreement dated as of December 17, 1992, by and among Bairnco
Corporation and certain of its subsidiaries and certain Commercial
Lending Institutions and Continental Bank NA, as the Agent for
Lenders.
Incorporated herein by reference to Exhibit 3 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1993.
f. Promissory note, dated as of September 1, 1989, between Arlon,
Inc. and the Delaware Economic Development Authority.
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
g. Indenture of Trust, series 1989, dated as of September 1, 1989,
between the Delaware Economic Development Authority and
Manufacturers and Traders Trust Company, securing variable rate
demand Industrial Development Refunding Revenue Bonds (Arlon, Inc.
Project), series 1989 of the Delaware Economic Development
Authority.
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
h. Loan Agreement, dated as of September 1, 1989, between the
Delaware Economic Development Authority and Arlon, Inc.
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
i. Reimbursement Agreement dated as of September 1, 1989 by and among
Arlon, Inc., Bairnco Corporation and Continental Bank.
Incorporated herein by reference to Exhibit 4 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
j. Agreement of the Company, dated March 30, 1987, to furnish a copy of
any instrument with respect to certain other long-term debt to the
Securities and Exchange Commission upon its request.
Incorporated herein by reference to Exhibit 4(e) to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
k. Extension and Modification of Lease Agreement between Max Rothenberg
and Michael L. Friedman and Shielding Systems Corporation.
Incorporated herein by reference to Exhibit 10.1 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1992.
l. Lease dated December 31, 1991 between Reybold Homes, Inc. and
Arlon, Inc.
Incorporated herein by reference to Exhibit 10.2 to Bairnco's Annual
Report on form 10-K for fiscal year ended December 31, 1992.
m. Lease dated December 10, 1991 between Mattei Corporation and
Bairnco Corporation.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
n. Lease dated February 18, 1991 between Pensionfund Realty Limited
and KASCO Food Equipment Sales and Service Division of Atlantic
Service Co., Ltd.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
o. Lease dated February 8, 1990 between Leggett and Platt, Inc. and
KASCO Corporation.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
p. Lease dated February 5, 1990 between Fernwood Developments Ltd. and
KASCO Atlantic Service Company, Ltd.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1991.
q. Agreements, each dated November 8, 1965, between Max Rothenberg and
Michael L. Friedman and Shielding Systems Corporation as successor to
Keene Corporation and amendment thereto, dated January 20, 1970.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
r. Lease, dated October 7, 1986, between Sinnott Investments Ltd. and
KASCO Corporation as successor to Atlantic Service Co. Ltd.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
s. Lease, dated July 1, 1985, between Succession V H Fortin and KASCO
Corporation as successor to Atlantic Service Co. Ltd.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
t. Lease, dated May 1, 1985, between John B. Merrill, Joseph S. Weedon
and Richard A. Westberg and KASCO Corporation as successor to
Atlantic Service, Inc.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1986.
u. Standard Industrial Lease dated June 30, 1983 between James E. and
Nancy S. Welsh, trustees under Welsh Family Trust, dated April 20,
1979 and Arlon, Inc. as successor to Keene Corporation.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1983.
v. Bairnco Corporation 401(k) Savings Plan and Trust.
Incorporated herein by reference to Exhibit 4.3 to Bairnco's
Registration Statement on Form S-8, No. 33-41313.
w. Bairnco Corporation 1990 Stock Incentive Plan.
Incorporated herein by reference to Exhibit 4.3 to Bairnco's
Registration Statement on Form S-8, No. 33-36330.
x. Bairnco Corporation Management Incentive Compensation Plan.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1981.
y. Employment Agreement dated January 22, 1990, between Bairnco
Corporation and Luke E. Fichthorn III.
Incorporated herein by reference to Exhibit 10 to Bairnco's Annual
Report on Form 10-K for fiscal year ended December 31, 1989.
z. Amendment dated as of April 18, 1995, to Amended and Restated Credit
Agreement dated as of December 17, 1992, by and among Bairnco
Corporation and certain of its subsidiaries and certain Commercial
Lending Institutions and Continental Bank NA (now Bank of America,
Illinois), as the Agent for Lenders.
Incorporated herein by reference to Exhibit 4 to Bairnco's
Quarterly Report on Form 10-Q for the quarterly period ended
April 1, 1995.
aa. Calculation of Primary and Fully Diluted Earnings per Share for the
years ended December 31, 1995, 1994 and 1993.
Exhibit 11 filed herewith.
ab. 1994 Annual Report to Stockholders.
Exhibit 13 filed herewith.
ac. Subsidiaries of the Registrant.
Exhibit 21 filed herewith.
ad. Consent of Independent Certified Public Accountants.
Exhibit 23 filed herewith.
ae. Financial Data Schedules.
Exhibit 27 filed herewith (electronic filing only).
af. Form 11-K Re: Bairnco Corporation 401(k) Savings Plan and Trust for
the fiscal year ended December 31, 1995.
Exhibit 99 filed herewith.