<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 SEPTEMBER 30, 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 1-2299
------------------
BEARINGS, INC.
- ----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0117420
- ----------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3600 Euclid Avenue, Cleveland, Ohio 44115
- ----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (216) 881-2838
------------------------
None
- ----------------------------------------------------------------------------
(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 September 30, 1994 7,596,534
--------------------------------------
(No par Value)
<PAGE> 2
BEARINGS, INC.
--------------
INDEX
<TABLE>
<CAPTION>
__________________________________________________________________________
Page No.
--------
<S> <C>
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements 2
Statements of Consolidated Income -
Three Months Ended September 30, 1994 and 1993 2
Consolidated Balance Sheets -
September 30, 1994 and June 30, 1994 3
Statements of Consolidated Cash Flows
Three Months Ended September 30, 1994 and 1993 4
Statements of Consolidated Shareholders' Equity -
Three Months Ended September 30, 1994 and
Year Ended June 30, 1994 5
Notes to Consolidated Financial Statements 6 - 7
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 10
Part II: OTHER INFORMATION
Item 1: Legal Proceedings 11
Item 5: Other Information 12 - 13
Item 6: Exhibits and Reports on Form 8-K 14 - 15
Signatures 15
</TABLE>
<PAGE> 3
<TABLE>
PART I: FINANCIAL INFORMATION
ITEM 1: Financial Statements
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
STATEMENTS OF CONSOLIDATED INCOME
(UNAUDITED)
(THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<CAPTION>
Three Months Ended
September 30
----------------------------
1994 1993
______________________________________________________________________
<S> <C> <C>
Net sales $247,605 $222,712
-------- --------
Cost and expenses
Cost of sales 183,994 166,040
Selling, distribution and
administrative 56,857 51,118
-------- --------
240,851 217,158
-------- --------
Operating income 6,754 5,554
-------- --------
Interest
Interest expense 1,655 1,580
Interest income (106) (66)
-------- --------
1,549 1,514
-------- --------
Income before income taxes 5,205 4,040
-------- --------
Income taxes
Federal 1,754 1,303
State and local 432 339
-------- --------
2,186 1,642
-------- --------
Net income $ 3,019 $ 2,398
======== ========
Net income per share $ .40 $ .32
======== ========
Cash dividend per common share $ .16 $ .16
======== ========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED BALANCE SHEETS
(AMOUNTS IN THOUSANDS)
_____________________________________________________________________________
<CAPTION>
September 30 June 30
1994 1994
------------ ----------
(Unaudited)
<S> <C> <C>
Assets
------
Current assets
Cash and temporary investments $ 7,271 $ 10,935
Accounts receivable, less
allowance of $2,035 and $1,900 133,217 129,798
Inventories (at LIFO) 125,471 106,233
Other current assets 2,042 2,278
-------- --------
Total current assets 268,001 249,244
-------- --------
Property - at cost
Land 11,662 11,642
Buildings 55,225 54,889
Equipment 67,296 66,906
-------- --------
134,183 133,437
Less accumulated depreciation 55,558 53,318
-------- --------
Property - net 78,625 80,119
-------- --------
Other assets 14,862 14,156
-------- --------
TOTAL ASSETS $361,488 $343,519
======== ========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities
Notes payable $ 23,000 $ 19,805
Accounts payable 65,804 50,937
Compensation and related benefits 16,949 21,508
Other accrued liabilities 13,915 12,389
-------- --------
Total current liabilities 119,668 104,639
Long-term debt 80,000 80,000
Deferred income taxes 3,370 3,370
Other liabilities 5,149 5,019
-------- --------
TOTAL LIABILITIES 208,187 193,028
-------- --------
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 7,702 6,962
Income retained for use in the business 167,614 165,807
Less 1,957 and 1,984 treasury shares -
at cost (32,015) (32,278)
-------- --------
TOTAL SHAREHOLDERS' EQUITY 153,301 150,491
-------- --------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $361,488 $343,519
======== ========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Amounts in thousands)
<CAPTION>
Three Months Ended
September 30
---------------------------
1994 1993
______________________________________________________________________________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,019 $ 2,398
Adjustments to reconcile net income to cash used
in operating activities:
Depreciation 3,333 3,456
Provision for losses on accounts receivable 352 461
(Gain) on sale of property (120) (376)
Amortization of restricted common stock
compensation and goodwill 84 178
Treasury shares contributed to employee
benefit plans 356 203
Changes in current assets and liabilities:
Accounts receivable (3,771) 1,516
Inventories (19,238) (25,332)
Other current assets 236 2,778
Accounts payable and accrued expenses 11,964 12,632
Other - net 878 106
- ----------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES (2,907) (1,980)
- ----------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Property purchases (2,302) (4,919)
Proceeds from property sales 582 1,844
Other (790) 399
- ----------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES (2,510) (2,676)
- ----------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under line-of-credit
agreements 3,195 5,842
Exercise of stock options 1,352 67
Dividends paid (1,212) (1,174)
Purchase of treasury shares (1,582)
- ----------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 1,753 4,735
- ----------------------------------------------------------------------------
Increase (decrease) in cash
and temporary investments (3,664) 79
Cash and temporary investments
at beginning of period 10,935 4,634
- ----------------------------------------------------------------------------
CASH AND TEMPORARY INVESTMENTS
AT END OF PERIOD $ 7,271 $ 4,713
============================================================================
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes $ 1,676 $ 321
Interest $ 1,762 $ 1,490
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1994 (UNAUDITED)
AND YEAR ENDED JUNE 30, 1994
(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, 1993
As previously reported 7,319 $10,000 $6,710 $155,908 ($35,489) ($2,189) $134,940
Pooling of interests
with Mainline 196 (1,353) 1,876 3,542 4,065
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AS RESTATED 7,515 10,000 5,357 157,784 (31,947) (2,189) 139,005
Net income 12,687 12,687
Cash dividends - $.64 per share (4,739) (4,739)
Purchase of common stock
for treasury (59) (1,945) (1,945)
Treasury shares issued for:
401-k Savings Plan contribution 56 503 1,007 1,510
Exercise of stock options 13 74 237 311
Restricted common stock awards 13 53 233 (286)
Other 8 64 137 201
Amortization of restricted common
stock compensation 911 2,475 3,386
Other 75 75
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT JUNE 30, 1994 7,546 10,000 6,962 165,807 (32,278) 0 150,491
Net income 3,019 3,019
Cash dividends - $.16 per share (1,212) (1,212)
Purchase of common stock
for treasury (49) (1,582) (1,582)
Treasury shares issued for:
401-k Savings Plan contribution 11 148 208 356
Exercise of stock options 61 221 1,131 1,352
Other 28 371 506 877
- ------------------------------------------------------------------------------------------------------------------------------------
BALANCE AT SEPTEMBER 30, 1994 7,597 $10,000 $7,702 $167,614 ($32,015) $0 $153,301
====================================================================================================================================
</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 September 30, 1994 and June 30, 1994, and the results of operations for
the three months ended September 30, 1994 and 1993, and cash flows for the
three months ended September 30, 1994 and 1993.
The results of operations for the three month period ended September 30, 1994
are not necessarily indicative of the results to be expected for the fiscal
year.
Cost of sales for interim financial statements are computed using estimated
gross profit percentages which are adjusted throughout the year based upon
available information. Adjustments to actual cost are made based on the
annual physical inventory and the effect of year-end inventory quantities on
LIFO costs.
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
7,576 and 7,533 for the three months ended September 30, 1994 and 1993,
respectively.
3. BUSINESS COMBINATION
On March 10, 1994, the Company acquired Mainline Industrial Distributors,
Inc., a high quality applied technology distributor of drive systems, rubber
products and bearings in exchange for 196 shares of Bearings, Inc. common
stock. The business combination has been accounted for as a pooling of
interests.
The Company's reported statements of consolidated income for the quarter
ended September 30, 1993 have been restated to reflect the Mainline
acquisition.
6
<PAGE> 8
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
_______________________________________________________________________________
4. SUBSEQUENT EVENTS
On October 18, 1994, the Board of Directors declared a quarterly dividend of
$.18 per share payable December 1, 1994, to shareholders of record as of
November 15, 1994. This dividend is a 12.5% increase over the previous
regular quarterly rate of $.16, which had been paid for 20 consecutive
quarters.
During October 1994, the Board of Directors awarded 90 shares of Performance
Accelerated Restricted Stock (PARS) to officers and other key employees.
This restricted stock award was made under the 1990 Long-Term Performance
Plan. PARS plan participants are entitled to receive dividends and have
voting rights on their respective shares but are restricted from selling or
transferring the shares prior to vesting. The restricted stock vests after a
period of six years, with accelerated vesting based upon achievement of
certain return on asset objectives or minimum stock price levels. The
aggregate fair market value of the restricted stock is considered unearned
compensation at the time of grant and is amortized over the vesting year
period or until such time as acceleration of vesting takes place.
7
<PAGE> 9
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 September
30, 1994 and June 30, 1994 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 in operating activities was $2.9 million in the three months ended
September 30, 1994. This compares to $2.0 million of cash used for operating
activities in the same 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 three
month period ended September 30, 1994 inventories increased approximately $19.2
million. This increase is primarily attributable to increasing inventory
levels to service the increase in sales volume. Accounts receivable increased
by $3.8 million from increased sales volume.
Working capital at September 30, 1994 was $148.3 million compared to $144.6
million at June 30, 1994. The current ratio was 2.2 at September 30, 1994 and
2.4 at June 30, 1994.
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 $91.9 million for the
three months ended September 30, 1994 and $103.0 million during the year ended
June 30, 1994. The average effective interest rate on the short-term
borrowings for the three months ended September 30, 1994 increased to 5.4%
from an average rate of 4.0% for the year ended June 30, 1994 due to higher
prevailing short-term interest rates. The Company has $95 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 $23.0 million of borrowings under these
short-term bank lines of credit at September 30, 1994. Unused bank lines of
credit of $72.0 million are available for future short-term financing needs.
8
<PAGE> 10
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 and capital expenditure programs. 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
September 30
1994 and 1993
-------------------
Percent
Amount Change
------ -------
<S> <C> <C>
Net sales $24,893 11.2%
Cost of sales 17,954 10.8%
Selling, distribution
and administrative
expenses 5,739 11.2%
Operating income 1,200 21.6%
Interest expense - net 35 2.3%
Income before income
taxes 1,165 28.8%
Income taxes 544 33.1%
Net income 621 25.9%
</TABLE>
9
<PAGE> 11
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
________________________________________________________________________________
THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
- ----------------------------------------------
Increases in sales for the quarter were primarily due to volume increases.
Gross profit, as a percentage of sales, increased from 25.4% to 25.7%.
Selling, distribution and administrative expenses increased by 11.2% which is
consistent with the sales increase experienced during the quarter. This
increase was primarily from higher commission and incentive costs related to
improved performance and higher employee welfare costs due to enhancement of
the 401-K plan. Additionally, the Company recorded a charge of approximately
$800,000 relating to a workforce reduction in certain corporate service
departments.
Interest expense-net for the quarter increased by 2.3%. Higher short term
interest rates were partially offset by a decrease in the amount of average
borrowings outstanding during the quarter. Additionally, the benefit from our
interest rate swap agreements decreased during the quarter due to the increase
in short term interest rates.
Income taxes as a percentage of income before taxes were 42.0% in the three
months ended September 30, 1994 and 40.6% in the three months ended September
30, 1993. The increase is attributed to the increase in Federal tax rates in
the current year and an overall increase in the Company's effective Federal,
State and local tax rates from non-deductible expenses.
As a result of the above factors, net income increased by 25.9% compared to the
same quarter of last year.
10
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
-----------------
(a) 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, Ohio, Court of Common
Pleas, Case No. ACV 88-7-2398 (and related cases) found in
Item 3 "Pending Legal Proceedings" contained in the
Registrant's Form 10-K for the fiscal year ended June 30, 1994.
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.
(b) On September 20, 1994, Dixie Bearings, Incorporated, a
wholly-owned subsidiary of the Registrant, was served with a
First Amending and Supplemental Petition in a case captioned
IN RE: ROBERT LEE BICKHAM, ET AL. V. METROPOLITAN LIFE
INSURANCE COMPANY, ET AL., 22nd Judicial District Court for
the Parish of Washington, State of Louisiana, Case Number
70,760-E, naming it as an additional defendant, along with over
50 other defendants. The action was initially filed on
October 20, 1993. The petition is one for class action and
claims to have been filed on behalf of 1,117 persons or heirs
of persons who were allegedly exposed to asbestos-containing
products while employed at the Bogalusa, Louisiana, Paper Mill
and/or Box factory, currently known as Gaylord Container, Inc.
Exposure is claimed to have occurred until approximately 1989.
Compensatory and punitive damages are sought, but no amount
is specified.
Preliminary information made available to the Registrant
indicates that Dixie Bearings, Incorporated has been named a
defendant in this case only as a supplier of certain products
manufactured by another entity, which products allegedly
contained a small percentage of encapsulated asbestos fiber.
The proceedings as they relate to Dixie Bearings, Incorporated
are in their preliminary stages, however, the Registrant
believes based upon circumstances presently known that this
case is not material to its business or financial condition.
The Registrant intends to defend the class allegations and the
merits of each plaintiff's case vigorously. Even if liability
11
<PAGE> 13
were assessed, the Registrant would seek to recover
indemnification from its suppliers and its insurance carriers.
(c) 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 Registrant's Form
10-K for the fiscal year ended June 30, 1994. 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 5. OTHER INFORMATION.
-----------------
(a) SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
At the Annual Meeting of Shareholders of the Registrant held on
October 18, 1994, there were 7,595,947 shares of common stock entitled
to vote. The Shareholders voted on the matters submitted to the
meeting as follows:
1. Election of three (3) persons to be directors of Class I for a
term of three (3) years:
<TABLE>
<CAPTION>
FOR WITHHELD
--- --------
<S> <C> <C>
J.C. Dannemiller 6,528,723 68,607
J.C. Robinson 6,528,972 68,358
J.S. Thornton 6,485,894 111,436
</TABLE>
Directors of Class II, consisting of W. G. Bares, R. B. Every,
J. J. Kahl and G. L. LaMore, serve until the expiration of their
term of office in 1995 and directors of Class III, consisting of
W.E. Butler, L. T. Hiltz and R. R. Gifford, serve until the
expiration of their term of office in 1996.
2. Ratification of the appointment by the management of Deloitte &
Touche LLP as independent auditors of the Registrant for the
fiscal year ending June 30, 1995.
<TABLE>
<CAPTION>
FOR WITHHELD ABSTAIN
<S> <C> <C>
6,578,649 8,559 10,122
</TABLE>
Discretionary voting was authorized as to all matters submitted.
There were no broker non-votes.
12
<PAGE> 14
(b) ELECTION OF OFFICERS.
--------------------
At the Organizational Meeting of the Board of Directors held on
October 18, 1994, the Board of Directors elected the following
officers of the Registrant:
<TABLE>
<S> <C>
J. C. Dannemiller Chairman & Chief Executive
Officer
J. C. Robinson President & Chief Operating
Officer
F. A. Martins Vice President-Sales & Marketing
R. C. Shaw Vice President-Communications
& Public Relations
R. C. Stinson Vice President-Administration,
Human Resources, General
Counsel & Secretary
J. R. Whitten Vice President-Finance &
Treasurer
M. O. Eisele Controller
F. D. Bauer Assistant Secretary
J. A. Chabowski Assistant Controller
M. L. Coticchia Assistant Secretary
A. M. Krupa Assistant Treasurer
</TABLE>
(c) AWARDS OF PERFORMANCE-ACCELERATED RESTRICTED STOCK.
--------------------------------------------------
Also in October 1994, the Board of Directors awarded a total of
90,000 shares of Performance-Accelerated Restricted Stock ("PARS")
under the 1990 Long-Term Performance Plan to the Registrant's
executive officers and certain other key management personnel. The
PARS are awards of restricted shares of the Registrant's Common Stock,
which shares vest six years from the date of grant. If, however,
certain Registrant performance hurdles are met, the PARS will vest at
an earlier date. Fifty percent of the PARS vest on reaching either a
pre-tax return on assets ("ROA") of 10% or a stock price of $46.00 per
share for ten consecutive trading days. The remaining fifty percent
vest on reaching either an ROA of 12% or a stock price of $54.00 per
share for ten consecutive trading days. No new stock option or PARS
awards may be made to the PARS recipients until 100% of the
outstanding PARS vest, either by meeting the performance hurdles or by
passage of the six-year term, and in no event can new awards be made
for two years following the date of award of the outstanding PARS.
13
<PAGE> 15
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).
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
</TABLE>
14
<PAGE> 16
<TABLE>
Caption>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
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).
11 Computation of Net Income Per Share.
27 Financial Data Schedule.
</TABLE>
(b) The Registrant did not file, nor was it required to file, a Report on
Form 8-K with the Securities Exchange Commission during the quarter
ended September 30, 1994.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BEARINGS, INC.
(Registrant)
Date: November 14, 1994 By: /S/ JOHN C. DANNEMILLER
-----------------------------
John C. Dannemiller
Chairman & Chief Executive
Officer
Date: November 14, 1994 By: /S/ JOHN R. WHITTEN
-----------------------------
John R. Whitten
Vice President-Finance &
Treasurer
15
<PAGE> 17
<TABLE>
BEARINGS, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1994
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
---------- ----------- ----
<S> <C> <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).
</TABLE>
<PAGE> 18
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
----------- ----------- ----
<S> <C> <C>
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).
11 Computation of Net Income Per Share. Attached
27 Financial Data Schedule. Attached
</TABLE>
<PAGE> 1
EXHIBIT 11
BEARINGS, INC. AND SUBSIDIARIES
Computation of Net Income Per Share
(Unaudited)
(Thousands,except per share data)
________________________________________________________________________________
<TABLE>
<CAPTION>
Three Months Ended
September 30
1994 1993
----- -----
<S> <C> <C>
AVERAGE SHARES OUTSTANDING
--------------------------
1. Average common shares outstanding 7,576 7,533
2. Net additional shares outstanding
assuming stock options exercised
and proceeds used to purchase
treasury stock 142 97
----- -----
3. Adjusted average common shares
outstanding for fully diluted
computation 7,718 7,630
===== =====
NET INCOME
----------
4. Net income as reported in
statement of consolidated income $3,019 $2,398
====== ======
Net Income Per Share
--------------------
5. Net income per average common
share outstanding (4/1) $ .40 $ .32
====== ======
6. Net income per common share
on a fully dilutive basis (4/3) $ .39(A) $ .31(A)
====== ======
</TABLE>
(A) Fully diluted net income per share is not presented as the dilutive effect
is less than 3%
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-30-1994
<PERIOD-END> SEP-30-1994
<CASH> 7,271
<SECURITIES> 0
<RECEIVABLES> 135,252
<ALLOWANCES> 2,035
<INVENTORY> 125,471
<CURRENT-ASSETS> 268,001
<PP&E> 134,183
<DEPRECIATION> 55,558
<TOTAL-ASSETS> 361,488
<CURRENT-LIABILITIES> 119,668
<BONDS> 0
<COMMON> 10,000
0
0
<OTHER-SE> 143,301
<TOTAL-LIABILITY-AND-EQUITY> 361,488
<SALES> 247,605
<TOTAL-REVENUES> 247,605
<CGS> 183,994
<TOTAL-COSTS> 183,994
<OTHER-EXPENSES> 56,505
<LOSS-PROVISION> 352
<INTEREST-EXPENSE> 1,549
<INCOME-PRETAX> 5,205
<INCOME-TAX> 2,186
<INCOME-CONTINUING> 3,019
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 3,019
<EPS-PRIMARY> .40
<EPS-DILUTED> .39
</TABLE>
