<PAGE> 1
FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended DECEMBER 31, 1993
------------------------------------------------
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 1-2299
---------------
BEARINGS, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Ohio 34-0117420
- ----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
<TABLE>
<S> <C>
3600 Euclid Avenue, Cleveland, Ohio 44115
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (216) 881-2838
-------------------------
None
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(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 _______
Shares of common stock outstanding on December 31, 1993 7,353,267
-----------------------------------------
(No par Value)
<PAGE> 2
<TABLE>
BEARINGS, INC.
INDEX
<CAPTION>
__________________________________________________________________________
Page No.
<S> <C>
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements
Statements of Consolidated Income -
Six Months and Three Months
Ended December 31, 1993 and 1992 2
Consolidated Balance Sheets -
December 31, 1993 and June 30, 1993 3
Statements of Consolidated Cash Flows
Six Months Ended December 31, 1993 and 1992 4
Statements of Consolidated Shareholders' Equity -
Six Months Ended December 31, 1993 and
Year Ended June 30, 1993 5
Notes to Consolidated Financial Statements 6 - 8
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 11
Part II: OTHER INFORMATION
Item 1: Legal Proceedings 12
Item 4: Submission of Matters to a Vote of
Security Holders 12
Item 5: Other Information 12 - 13
Item 6: Exhibits and Reports on Form 8-K 13 - 14
Signatures 15
</TABLE>
<PAGE> 3
<TABLE>
PART I: FINANCIAL INFORMATION
ITEM I: Financial Statements
BEARINGS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Thousands, except per share amounts)
__________________________________________________________________________________________________
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1993 1992 1993 1992
------------------------ -----------------------------
<S> <C> <C> <C> <C>
Net Sales $218,404 $198,535 $433,183 $402,710
------- ------- ------- -------
Cost and Expenses
Cost of sales 158,862 146,948 318,978 300,520
Selling, distribution
and administrative 54,273 47,525 103,556 94,524
------- ------- ------- -------
213,135 194,473 422,534 395,044
------- ------- ------- -------
Operating income 5,269 4,062 10,649 7,666
------- ------- ------- -------
Interest
Interest expense 1,570 1,180 3,103 2,366
Interest income (50) (88) (116) (188)
------- ------- ------- -------
1,520 1,092 2,987 2,178
------- ------- ------- -------
Income before income taxes 3,749 2,970 7,662 5,488
------- ------- ------- -------
Income taxes
Federal 1,158 1,021 2,461 1,834
State and local 234 194 572 394
------- ------- ------- -------
1,392 1,215 3,033 2,228
------- ------- ------- -------
Net income $ 2,357 $ 1,755 $ 4,629 $ 3,260
======= ======= ======= =======
Net income per share $ .32 $ .24 $ .63 $ .45
======= ======= ======= =======
Cash dividend per common
share $ .16 $ .16 $ .32 $ .32
======= ======= ======= =======
<FN>
See notes to consolidated financial statements.
</TABLE>
2
<PAGE> 4
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
<CAPTION>
December 31 June 30
1993 1993
------------ ----------
(Unaudited)
<S> <C> <C>
ASSETS
Current assets
Cash and temporary investments $ 7,931 $ 4,634
Accounts receivable, less
allowance of $2,933 and $2,000 110,266 112,971
Inventories (at LIFO) 131,734 95,015
Other current assets 2,198 8,613
-------- --------
Total current assets 252,129 221,233
-------- --------
Property - at cost
Land 11,380 11,265
Buildings 52,370 52,001
Equipment 66,787 66,479
-------- --------
130,537 129,745
Less accumulated depreciation 51,529 49,695
-------- --------
Property - net 79,008 80,050
-------- --------
Other assets 14,416 14,652
-------- --------
TOTAL ASSETS $345,553 $315,935
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Notes payable $ 38,415 $ 22,678
Accounts payable 57,725 42,573
Compensation and related benefits 12,592 18,770
Other accrued liabilities 7,889 6,352
-------- --------
Total current liabilities 116,621 90,373
Long-term debt 80,000 80,000
Deferred income taxes 4,851 5,706
Other liabilities 5,266 4,916
-------- --------
TOTAL LIABILITIES 206,738 180,995
-------- --------
Shareholders' equity
Preferred stock - no par value;
2,500 shares authorized; none
issued or outstanding
Common stock - no par value; 30,000
shares authorized; 9,303 shares
issued 10,000 10,000
Additional paid-in capital 7,045 6,710
Income retained for use in the business 158,182 155,908
Less 1,950 and 1,984 treasury shares -
at cost (35,181) (35,489)
Less unearned restricted common
stock compensation (1,231) (2,189)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 138,815 134,940
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $345,553 $315,935
======== ========
<FN>
See notes to consolidated financial statements.
</TABLE>
3
<PAGE> 5
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Amounts in Thousands)
<CAPTION>
Six Months Ended
December 31
1993 1992
------------------
<S> <C> <C>
CASH PROVIDED FROM (USED FOR)
OPERATING ACTIVITIES
Received from customers $434,955 $410,567
Paid to suppliers and employees (433,327) (402,337)
Income taxes paid (3,405) (1,684)
Interest paid (3,004) (1,801)
Interest received 116 188
- -----------------------------------------------------------
Total Operating Activities (4,665) 4,933
- -----------------------------------------------------------
INVESTING ACTIVITIES
Property purchases (7,395) (5,484)
Proceeds from property sales 2,639 2,085
Other 103 (132)
- -----------------------------------------------------------
Total Investing Activities (4,653) (3,531)
- -----------------------------------------------------------
FINANCING ACTIVITIES
Borrowings (repayments) under:
Line-of-credit agreements - net 15,737 (82,730)
Long-term notes payable 80,000
Dividends paid (2,355) (2,302)
Other (767)
- -----------------------------------------------------------
Total Financing Activities 12,615 (5,032)
- -----------------------------------------------------------
Increase (decrease) in cash and
temporary investments 3,297 (3,630)
Cash and temporary investments
at beginning of year 4,634 9,299
- -----------------------------------------------------------
CASH AND TEMPORARY INVESTMENTS
AT END OF PERIOD $ 7,931 $ 5,669
===========================================================
<FN>
See notes to consolidated financial statements.
</TABLE>
4
<PAGE> 6
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
For the Six Months Ended December 31, 1993 (Unaudited)
and Year Ended June 30, 1993
(Amounts in Thousands)
<CAPTION>
Income Unearned
Shares of Additional Retained Treasury Restricted Total
Common Stock Common Paid-in for Use in Shares Common Stock Shareholders'
Outstanding Stock Capital the Business - at Cost Compensation Equity
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at July 1, 1992 7,104 $10,000 $6,636 $151,530 ($39,336) $128,830
Net income 8,927 8,927
Cash dividends - $.64 per share (4,640) (4,640)
Treasury shares issued for:
401-k Savings Plan contribution 44 86 770 856
Exercise of stock options 30 (19) 543 524
Restricted common stock awards 140 (2) 2,505 ($2,503) 0
Other 1 9 29 38
Amortization of restricted common
stock compensation 314 314
Other 91 91
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1993 7,319 10,000 6,710 155,908 (35,489) (2,189) 134,940
Net income 4,629 4,629
Cash dividends - $.32 per share (2,355) (2,355)
Purchase of common stock
for treasury (26) (767) (767)
Treasury shares issued for:
401-k Savings Plan contribution 34 236 619 855
Exercise of stock options 8 24 148 172
Restricted common stock awards 13 53 233 (286) 0
Other 5 22 75 97
Amortization of restricted common
stock compensation 1,244 1,244
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1993 7,353 $10,000 $7,045 $158,182 ($35,181) ($1,231) $138,815
====================================================================================================================================
<FN>
See notes to consolidated financial statements.
</TABLE>
5
<PAGE> 7
BEARINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
1. BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position
as of December 31, 1993 and June 30, 1993, and the results of operations
for the six months and three months ended December 31, 1993 and 1992, and
cash flows for the six months ended December 31, 1993 and 1992.
The results of operations for the three and six month periods ended
December 31, 1993 are not necessarily indicative of the results to be
expected for the fiscal year.
For its interim statements of consolidated income the Company uses
estimated gross profit percentages to compute cost of sales. An adjustment
to actual cost is made at the end of the fiscal year, based on the annual
physical inventory.
2. NET INCOME PER SHARE
Net income per share was computed using the weighted average number of
common shares outstanding for the period.
Average shares outstanding for the computation of net income per share
were as follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1993 1992 1993 1992
------------------ ----------------
<S> <C> <C> <C>
7,365 7,232 7,351 7,173
</TABLE>
3. INVENTORY
Effective July 1, 1993 the Company changed its application of the Last-In,
First-Out (LIFO) method used to determine its inventory amounts for
financial reporting purposes. This change revised the Company's LIFO pools
to establish Company-wide inventory pools for each of the major classes of
products. Previously the LIFO inventory pools were established by legal
entity, rather than by class of product. Management believes that using
inventory pools grouped by product is more consistent with how the Company
currently manages its operations and will more accurately measure the
effects of changes in inventory levels and costs.
The cumulative effect on previous years from this change in LIFO pools is
not determinable. Through December 31, 1993 this change has had no
significant effect on the Company's results of operations for the current
fiscal year.
6
<PAGE> 8
BEARINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
4. INCOME TAXES
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
109, "Accounting for Income Taxes," effective July 1, 1993. This Statement
supersedes Accounting Principles Board Opinion No. 11. As permitted by
SFAS No. 109, the Company has elected not to restate the financial
statements of any prior years. There was no significant cumulative effect
on the Statements of Consolidated Income for adopting SFAS 109.
Deferred income taxes reflect the estimated future tax consequences of (a)
temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for
income tax purposes and (b) tax credit carryforwards. The significant
components of the Company's net deferred tax liability as of July 1, 1993
are as follows:
<TABLE>
<S> <C>
Deferred tax liabilities:
Differences between the book and tax basis of:
Property $ 5,742
Inventory 7,465
Other 734
-------
13,941
Deferred tax assets:
Compensation liabilities not currently
deductible 3,491
Reserves not currently deductible 3,471
Tax loss and credit carryforwards 1,357
Other 995
-------
9,314
Valuation allowance (243)
-------
Net deferred tax liability $ 4,870
=======
</TABLE>
The valuation allowance was established due to the Company's estimation
that certain state income tax loss carryforwards may expire unused.
7
<PAGE> 9
BEARINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
5. SUPPLEMENTAL CASH FLOW INFORMATION
The following is a reconciliation of net income to total cash provided from
(used for) operating activities:
<TABLE>
<CAPTION>
Six Months Ended
December 31
1993 1992
----------------------
<S> <C> <C>
_______________________________________________________________
Net income $ 4,629 $ 3,260
Depreciation 6,748 6,334
Provision for losses on
accounts receivable 933 1,172
(Gain) loss on sale of property (631) 128
Amortization of restricted common
stock compensation and goodwill 1,377 238
Treasury shares contributed
to employee benefit plans 855 405
Changes in current assets and
liabilities:
Accounts receivable 1,772 7,857
Inventories (31,106) (15,421)
Other current assets 869 1,181
Accounts payable and
accrued expenses 9,271 (422)
Other - net 618 201
---------------------------------------------------------------
Total cash provided from (used for)
operating activities $ (4,665) $ 4,933
===============================================================
</TABLE>
The Company considers all temporary investments with maturities of three
months or less to be cash equivalents for purposes of the statements of
consolidated cash flows.
6. PERFORMANCE ACCELERATED RESTRICTED COMMON STOCK
During the quarter ended December 31, 1993, accelerated vesting for
approximately one half of the outstanding performance accelerated
restricted common stock (PARS) occurred as a result of price performance
of the Company's stock. Previously, these PARS shares had been vesting
over a six year period. With the acceleration of vesting, additional
expense relating to amortization of PARS compensation of $1,000 was
recorded. Net of applicable income taxes, this charge decreased net
income by $440 or $.06 per share.
8
<PAGE> 10
BEARINGS, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is Management's discussion and analysis of certain significant
factors which have affected: (1) the Company's financial condition at December
31, 1993 and June 30, 1993 and (2) results of operations during the periods
included in the accompanying Statements of Consolidated Income and Consolidated
Cash Flows.
FINANCIAL CONDITION
LIQUIDITY AND WORKING CAPITAL
Cash used for operating activities was $4.7 million in the six months ended
December 31, 1993. This compares to $4.9 million of cash provided from
operating activities in the same period a year ago. Payments to suppliers
exceeded cash received from customers compared with the same six month period a
year ago.
Cash flow from operations depends primarily upon generating operating income
and controlling the investment in inventory and receivables. The Company has
continuing programs to monitor and control these investments. During the six
month period ended December 31, 1993 inventories increased, net of the effect
of adopting SFAS No. 109, approximately $31.1 million. Inventories increased
by $15.4 million in the same period a year ago. This increase is primarily
attributed to increasing inventory levels to service the increase in sales
volume. Accounts receivable decreased by $1.8 million from improved timing of
collections.
Working capital at December 31, 1993 was $135.5 million compared to $130.9
million at June 30, 1993. The current ratio was 2.2 at December 31, 1993 and
2.4 at June 30, 1993.
CAPITAL RESOURCES
Capital resources are obtained from income retained in the business, borrowings
under the Company's lines of credit and long-term debt, and to a lesser extent,
from operating lease arrangements.
Average combined short-term and long-term borrowing was $102.9 million for the
six months ended December 31, 1993 and $107.7 million during the year ended
June 30, 1993. The average effective interest rate on the short-term
borrowings for the six months ended December 31, 1993 decreased to 3.8% from
an average rate of 4.0% for the year ended June 30, 1993 due to lower
prevailing short-term interest rates. The Company has $90 million of
short-term lines of credit with commercial banks which provide for payment of
interest at various interest rate options, none of which is in excess of the
banks' prime rate. The Company had $38.4 million of borrowings under these
short-term bank lines of credit at December 31, 1993. Unused bank lines of
credit of $51.6 million are available for future short-term financing needs.
The Company has Board authorization to acquire up to 263,000 additional shares
of its common stock in open market or negotiated transactions, depending on
market conditions.
9
<PAGE> 11
BEARINGS, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Management expects that capital resources provided from operations, available
lines of credit and long-term debt will be sufficient to finance normal working
capital needs, capital expenditure programs, and the purchase of additional
Bearings, Inc. common stock. Management also believes that additional
long-term debt and line-of-credit financing could be obtained if desired.
RESULTS OF OPERATIONS
A summary of the period-to-period changes in principal items included in the
statements of consolidated income follows:
<TABLE>
<CAPTION>
Increase (Decrease)
(Dollars in thousands)
Three Months Ended Six Months Ended
December 31 December 31
1993 and 1992 1993 and 1992
------------------- -----------------
Percent Percent
Amount Change Amount Change
------ ------- ------ ------
<S> <C> <C> <C> <C>
Net sales $19,869 10.0% $ 30,473 7.6%
Cost of sales 11,914 8.1% 18,458 6.1%
Selling, distribution
and administrative
expenses 6,748 14.2% 9,032 9.6%
Operating income 1,207 29.7% 2,983 38.9%
Interest expense - net 428 39.2% 809 37.1%
Income before income
taxes 779 26.2% 2,174 39.6%
Income taxes 177 14.6% 805 36.1%
Net income 602 34.3% 1,369 42.0%
</TABLE>
THREE MONTHS ENDED DECEMBER 31, 1993 AND 1992
Increases in sales for the quarter were primarily due to volume increases.
Gross profit, as a percentage of sales, increased from 26.0% to 27.3% from
greater purchase discounts and allowances.
Selling, distribution and administrative expenses increased by 14.2% from
higher incentive costs due to the implementation of a new sales commission
program for account representatives and sales management, increased advertising
costs due to additional marketing programs, higher rental expense due to the
leasing of a new mainframe computer and the partial vesting of performance
accelerated restricted stock (PARS) based upon the price performance of the
Company's common stock during the quarter.
10
<PAGE> 12
BEARINGS, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Interest expense-net for the quarter increased by 39.2% as a result of the
issuance of $80 million of long-term debt and the repayment of existing
short-term debt. As long-term interest rates are higher than short-term
interest rates, interest expense increased. The increased expense was
partially offset by net interest earned under interest rate swap agreements and
lower average borrowings during the quarter.
Income taxes as a percentage of income before taxes were 37.1% in the three
months ended December 31, 1993 and 40.9% in the three months ended December 31,
1992. This decrease is primarily attributed to a higher tax deduction than
financial statement expense for the early partial vesting of the PARS during
the second quarter.
As a result of the above factors, net income increased by 34.3% compared to the
same quarter of last year.
SIX MONTHS ENDED DECEMBER 31, 1993 AND 1992
Increases in sales for the period were principally due to volume increases.
Gross profit, as a percentage of sales, increased from 25.4% to 26.4% from
greater purchase discounts and allowances.
Selling, distribution and administrative expenses increased by 9.6% from higher
401-K contributions due to an enhancement of the 401-K plan, higher incentive
costs due to the implementation of a new sales commission program for account
representatives and sales management, higher rental expense due to the leasing
of a new mainframe computer, and increased advertising costs due to additional
marketing programs. Additionally, partial vesting of the PARS occurred based
upon the price performance of the Company's common stock during the period.
Interest expense - net for the period increased as a result of the issuance of
$80 million of long-term debt in December of 1992 and repayment of previously
existing short-term debt. As long-term interest rates are higher than
short-term interest rates, interest expense increased. The increased expense
was partially offset by net interest earned under interest rate swap agreements
and lower average borrowings during the period.
Income taxes as a percentage of income before income taxes was 39.6% in the six
months ended December 31, 1993 and 40.6% in the six months ended December 31,
1992. This decrease is primarily attributed to a higher tax deduction than
financial statement expense for the early partial vesting of the PARS during
the second quarter.
As a result of the above factors, net income increased by 42.0% compared to the
same period of last year.
ADDITIONAL COMMENTARY
Improved operating results for the period were achieved through improvement in
the level of business activity and higher gross margins. The Company has
forecasted that further sales gains as compared to prior years' levels will
continue to be achieved during the remainder of the fiscal year.
11
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Registrant incorporates by reference herein the description
of the case captioned SAMMIE ADKINS, ET AL. VS. A. P. GREEN
INDUSTRIES, INC., ET AL., Summit County Court of Common Pleas, Case
No. ACV 88-7-2398 (and related cases) found in Item 3 "Pending Legal
Proceedings" contained in the Corporation's Form 10-K for the fiscal
year ended June 30, 1993. Notwithstanding possible indemnification
from suppliers and insurance, Registrant believes, based upon
circumstances presently known, that such cases are not
material to its business or its financial condition.
Registrant also incorporates by reference herein the description of
the case captioned KING BEARING, INC. VS. CARYL EDMUND ORANGES, ET
AL., Superior Court of the State of California, County of Orange,
Case No. 53-42-31 found in Item 3 "Pending Legal Proceedings"
contained in the Corporation's Form 10-K for the fiscal year ended
June 30, 1993. The case is now pending in the California Court of
Appeal. Registrant believes that such case will have no material
adverse effect on its business or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
At the Annual Meeting of Shareholders of the Registrant held on
October 19, 1993, the Shareholders (i) adopted the Bearings, Inc.
Deferred Compensation Plan, (ii) re-elected William E. Butler, L.
Thomas Hiltz and Russell R. Gifford as Directors of Class III for a
term expiring in 1996, and (iii) ratified the appointment of Deloitte
& Touche as independent auditors of the Registrant for the fiscal
year ending June 30, 1994. Substantially the same information
required by this Item 4 was previously reported in Part II, Item 4
"Submission of Matters to a Vote of Security Holders" of the
Registrant's Form 10-Q for the quarter ended September 30, 1993.
ITEM 5. OTHER INFORMATION.
ELECTION OF DR. JERRY SUE OWENS AS DIRECTOR OF CLASS I.
At the Regular Meeting of the Board of Directors held on January 20,
1994, Dr. Jerry Sue Owens, President of Cuyahoga Community College,
was elected a Director of
12
<PAGE> 14
Class I for a term expiring in 1994. Dr. Owens fills the vacant seat
previously held by John R. Cunin, who died on July 18, 1993.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
4(a) Amended and Restated Articles of Incorporation of
Bearings, Inc., filed with the Ohio Secretary of State
on October 18, 1988 (filed as Exhibit 4(a) to the
Bearings, Inc. Form 8-K dated October 21, 1988,
SEC File No. 1-2299, and incorporated here by reference).
4(b) Code of Regulations of Bearings, Inc., adopted
September 6, 1988 (filed as Exhibit 4(b) to the
Bearings, Inc. Form 8-K dated October 21, 1988, SEC
File No. 1-2299, and incorporated here by reference).
4(c) Certificate of Amendment of Amended and Restated
Articles of Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 27, 1988 (filed
as Exhibit 4(c) to the Bearings, Inc. Form 10-Q for the
Quarter Ended September 30, 1988, SEC File No. 1-2299,
and incorporated here by reference).
4(d) Certificate of Merger of Bearings, Inc. (Ohio) and
Bearings, Inc. (Delaware) filed with the Ohio Secretary
of State on October 18, 1988 (filed as Exhibit 4 to the
Bearings, Inc. Form 10-K for the fiscal year ended June
30, 1989, SEC File No. 1-2299, and incorporated here by
reference).
4(e) Certificate of Amendment of Amended and Restated
Articles of Incorporation of Bearings, Inc. filed with
the Ohio Secretary of State on October 17, 1990 (filed
as Exhibit 4(e) to the Bearings, Inc. Form 10-Q for
the quarter ended September 30, 1990, SEC File No.
1-2299, and incorporated here by reference).
</TABLE>
13
<PAGE> 15
<TABLE>
<S> <C>
4(f) $80,000,000 Maximum Aggregate Principal Amount Note
Purchase and Private Shelf Facility dated October 31,
1992 between Bearings, Inc. and The Prudential Insurance
Company of America (filed as Exhibit 4(f) to the
Bearings, Inc. Form 10-Q for the quarter ended September
30, 1992, SEC File No. 1-2299, and incorporated here by
reference).
10(a) First Amendment to Bearings, Inc. Supplemental Executive
Retirement Benefits Plan (July 1, 1993 Restatement)
clarifying that, effective as of December 31, 1993,
each participant was fully vested in his accrued
benefits under the Plan.
10(b) Bearings, Inc. Deferred Compensation Plan adopted by the
Shareholders on October 19, 1993 (filed as Exhibit A to
the Bearings, Inc. Proxy Statement dated September 16,
1993, SEC File No. 1-2299, and incorporated here by
reference).
11 Computation of Net Income Per Share.
</TABLE>
(b) The Registrant did not file, nor was it required to file, a Report on
Form 8-K with the Securities and Exchange Commission during the quarter
ended December 31, 1993.
14
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
<TABLE>
<S> <C>
BEARINGS, INC.
(Registrant)
Date: February 11, 1994 By:/s/ John C. Robinson
----------------------------
John C. Robinson
President & Chief Operating
Officer
Date: February 11, 1994 By:/s/ John R. Whitten
----------------------------
John R. Whitten
Vice President-Finance &
Treasurer
(Principal Financial Officer)
</TABLE>
15
<PAGE> 17
BEARINGS, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
<S> <C>
4(a) Amended and Restated Articles of Incorporation of Bearings, Inc.,
filed with the Ohio Secretary of State on October 18, 1988 (filed
as Exhibit 4(a) to the Bearings, Inc. Form 8-K dated October 21,
1988, SEC File No. 1-2299,and incorporated here by reference).
4(b) Code of Regulations of Bearings, Inc., adopted September 6, 1988
(filed as Exhibit 4(b) to the Bearings, Inc. Form 8-K dated
October 21, 1988, SEC File No. 1-2299, and incorporated here
by reference).
4(c) Certificate of Amendment of Amended and Restated Articles of
Incorporation of Bearings, Inc., filed with the Ohio Secretary
of State on October 27, 1988 (filed as Exhibit 4(c) to the
Bearings, Inc. Form 10-Q for the Quarter Ended September 30,
1988, SEC File No. 1-2299, and incorporated here by reference).
4(d) Certificate of Merger of Bearings, Inc. (Ohio) and Bearings,
Inc. (Delaware) filed with the Ohio Secretary of State on
October 18, 1988 (filed as Exhibit 4 to the Bearings, Inc.
Form 10-K for the fiscal year ended June 30, 1989, SEC
File No. 1-2299, and incorporated here by reference).
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4(e) Certificate of Amendment of Amended and Restated Articles of
Incorporation of Bearings, Inc. filed with the Ohio Secretary
of State on October 17, 1990 (filed as Exhibit 4(e) to the
Bearings, Inc. Form 10-Q for the quarter ended September 30,
1990, SEC File No. 1-2299, and incorporated here by reference).
4(f) $80,000,000 Maximum Aggregate Principal Amount Note Purchase
and Private Shelf Facility dated October 31, 1992 between Bearings,
Inc. and The Prudential Insurance Company of America (filed as
Exhibit 4(f) to the Bearings, Inc. Form 10-Q for the quarter
ended September 30, 1992, SEC File No. 1-2299, and
incorporated here by reference).
10(a) First Amendment to Bearings, Inc. Supplemental Executive Attached
Retirement Benefits Plan (July 1, 1993 Restatement)
clarifying that, effective as of December 31, 1993, each
participant was fully vested in his accrued benefits
under the Plan.
10(b) Bearings, Inc. Deferred Compensation Plan adopted by the
Shareholders on October 19, 1993 (filed as Exhibit A to the
Bearings, Inc. Proxy Statement dated September 16, 1993,
SEC File No. 1-2299, and incorporated here by reference).
11 Computation of Net Income Per Share Attached
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EXHIBIT 10(a)
FIRST AMENDMENT
TO
BEARINGS, INC.
SUPPLEMENTAL EXECUTIVE RETIREMENT BENEFITS PLAN
(JULY 1, 1993 RESTATEMENT)
WHEREAS, the Bearings, Inc. Supplemental Executive Retirement Benefits Plan
(hereinafter referred to as the "Plan") was established by Bearings, Inc.
(hereinafter referred to as the "Company") on January 21, 1988, for the benefit
of certain of the officers and key executives; and
WHEREAS, the Plan was amended and restated as of July 1, 1993; and
WHEREAS, the Company now desires to amend the Plan effective as of December
31, 1993, to vest participants in their accrued benefits thereunder;
NOW, THEREFORE, the Plan is hereby amended, effective as of December 31,
1993, by the addition of a new Section 3.3 to provide as follows:
3.3 VESTING. Each Participant shall be 100% vested in his accrued
supplemental executive retirement benefit under the Plan.
Executed at Cleveland, Ohio, this 24th day of December, 1993.
BEARINGS, INC.
By: /s/ John C. Dannemiller
--------------------------------
Title: Chairman & Chief Executive
Officer
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EXHIBIT 11
BEARINGS, INC. AND SUBSIDIARIES
Computation of Net Income Per Share
(Unaudited)
(Thousands, except per share data)
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<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1993 1992 1993 1992
------ ------ ------ ------
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Average Shares Outstanding
- --------------------------
1. Average common shares
outstanding 7,365 7,232 7,351 7,173
2. Net additional shares
outstanding assuming stock
options exercised and
proceeds used to purchase
treasury stock 122 67 123 67
----- ----- ----- -----
3. Adjusted average common
shares outstanding for
fully diluted computation 7,487 7,299 7,474 7,240
===== ===== ===== =====
Net Income
----------
4. Net income as reported in
statements of consolidated
income $2,357 $1,755 $4,629 $3,260
====== ====== ====== ======
Net Income Per Share
--------------------
5. Net income per average
common share outstanding
(4/1) $ .32 $ .24 $ .63 $ .45
====== ====== ====== ======
6. Net income per common
share on a fully
dilutive basis (4/3) $ .31(A) $ .24(A) $ .62(A) $ .45(A)
====== ====== ====== ======
<FN>
(A) Fully diluted net income per share is not presented as the dilutive
effect is less than 3%.
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