<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 MARCH 31, 1995
---------------------------------------------
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
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BEARINGS, INC.
----------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Ohio 34-0117420
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3600 Euclid Avenue, Cleveland, Ohio 44115
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(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 March 31, 1995 7,766,813
-------------------------------------
(No par Value)
<PAGE> 2
BEARINGS, INC.
--------------
INDEX
__________________________________________________________________________
Page No.
Part I: FINANCIAL INFORMATION
Item 1: Financial Statements
Statements of Consolidated Income -
Three Months and Nine Months
Ended March 31, 1995 and 1994 2
Consolidated Balance Sheets -
March 31, 1995 and June 30, 1994 3
Statements of Consolidated Cash Flows
Nine Months Ended March 31, 1995 and 1994 4
Statements of Consolidated Shareholders' Equity -
Nine Months Ended March 31, 1995 and
Year Ended June 30, 1994 5
Notes to Consolidated Financial Statements 6 - 8
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 9 - 12
Part II: OTHER INFORMATION
Item 1: Legal Proceedings 13
Item 6: Exhibits and Reports on Form 8-K 14 - 15
Signatures 15
<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 Nine Months Ended
March 31 March 31
1995 1994 1995 1994
----------------------------- -----------------------------
<S> <C> <C> <C> <C>
Net Sales $ 277,029 $ 239,743 $ 774,540 $ 688,740
------------ ------------ ------------ ------------
Cost and Expenses
Cost of sales 206,788 174,245 577,505 505,043
Selling, distribution and
administrative 60,690 59,018 173,128 166,341
------------ ------------ ------------ ------------
267,478 233,263 750,633 671,384
------------ ------------ ------------ ------------
Operating Income 9,551 6,480 23,907 17,356
------------ ------------ ------------ ------------
Interest
Interest expense 2,123 1,401 5,653 4,601
Interest income (57) (50) (217) (165)
------------ ------------ ------------ ------------
2,066 1,351 5,436 4,436
------------ ------------ ------------ ------------
Income Before Income Taxes 7,485 5,129 18,471 12,920
------------ ------------ ------------ ------------
Income Taxes
Federal 2,469 1,827 6,185 4,333
State and local 667 416 1,565 989
------------ ------------ ------------ ------------
3,136 2,243 7,750 5,322
Net Income $ 4,349 $ 2,886 $ 10,721 $ 7,598
============ ============ ============ ============
Net Income per share $ 0.56 $ 0.38 $ 1.40 $ 1.01
============ ============ ============ ============
Cash dividends per common
share
$ 0.18 $ 0.16 $ 0.52 $ 0.48
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
BEARINGS, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
<TABLE>
<CAPTION>
March 31 June 30
1995 1994
---------- ----------
(Unaudited)
<S> <C> <C>
Assets
Current assets
Cash and temporary investments $ 6,996 $ 10,935
Accounts receivable less allowance
of $2,077 and $1,900 144,392 129,798
Inventories (at LIFO) 122,639 106,233
Other current assets 3,253 2,278
---------- ----------
Total current assets 277,280 249,244
---------- ----------
Property - at cost
Land 11,925 11,642
Buildings 56,391 54,889
Equipment 68,255 66,906
---------- ----------
136,571 133,437
Less accumulated depreciation 59,951 53,318
---------- ----------
Property - net 76,620 80,119
---------- ----------
Other assets 15,281 14,156
---------- ----------
TOTAL ASSETS $ 369,181 $ 343,519
========== ==========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities
Notes payable - short-term $ 24,215 $ 19,805
Accounts payable 64,915 50,937
Compensation and related benefits 18,389 21,508
Other accrued liabilities 12,158 12,389
---------- ----------
Total current liabilities 119,677 104,639
Long-term debt 80,000 80,000
Deferred income taxes 3,370 3,370
Other liabilities 6,868 5,019
---------- ----------
TOTAL LIABILITIES 209,915 193,028
---------- ----------
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 10,598 6,962
Income retained for use in the business 172,529 165,807
Less 1,536 and 1,757 treasury shares -
at cost (29,742) (32,278)
Less shares held in trust for
deferred compensation plans (1,363)
Less unearned restricted common
stock compensation (2,756)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 159,266 150,491
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 369,181 $ 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>
Nine Months Ended
March 31
---------------------------------
1995 1994
<S> <C> <C>
- -----------------------------------------------------------------------------------------------
Cash Flows from Operating Activities
Net income $ 10,721 $ 7,598
Adjustments to reconcile net income to cash provided by
(used in) operating activities:
Depreciation 9,995 10,036
Provision for losses on accounts receivable 901 1,036
Gain on sale of property (136) (725)
Amortization of restricted common stock
compensation and goodwill 492 2,675
Treasury shares contributed to employee
benefit plans 2,206 1,099
Changes in current assets and liabilities, net of
effects from acquisition of businesses:
Accounts receivable (14,216) (11,083)
Inventories (15,226) (10,049)
Other current assets (950) 1,094
Accounts payable and accrued expenses 9,698 10,596
Other - net 966 936
- -----------------------------------------------------------------------------------------------
Net Cash provided by Operating Activities 4,451 13,213
- -----------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Property purchases (7,356) (12,943)
Proceeds from property sales 1,038 2,859
Acquisition of businesses, less cash acquired (1,839)
Other (685) 273
- -----------------------------------------------------------------------------------------------
Net Cash used in Investing Activities (8,842) (9,811)
- -----------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net borrowings under line-of-credit agreements 4,410 4,069
Exercise of stock options 3,915 228
Dividends paid (3,999) (3,533)
Purchase of treasury shares (3,874) (1,945)
- -----------------------------------------------------------------------------------------------
Net Cash provided by (used in) Financing Activities 452 (1,181)
- -----------------------------------------------------------------------------------------------
Increase (decrease) in cash
and temporary investments (3,939) 2,221
Cash and temporary investments
at beginning of period 10,935 4,634
- -----------------------------------------------------------------------------------------------
Cash and Temporary Investments
at End of Period $ 6,996 $ 6,855
===============================================================================================
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes $ 9,802 $ 3,378
Interest $ 6,352 $ 4,532
See notes to consolidated financial statements.
</TABLE>
4
<PAGE> 6
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
For the Nine Months Ended March 31, 1995 (Unaudited)
and Year Ended June 30, 1994
(Amounts in thousands)
<CAPTION>
Income
Shares of Additional Retained Treasury
Common Stock Common Paid-in for Use in Shares
Outstanding Stock Capital the Business - at Cost
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------
Balance at July 1, 1993
As previously reported 7,319 $10,000 $6,710 $155,908 ($35,489)
Pooling of interests with Mainline 196 (1,353) 1,876 3,542
- ----------------------------------------------------------------------------------------------------------------------
Balance as restated 7,515 10,000 5,357 157,784 (31,947)
Net income 12,687
Cash dividends - $.64 per share (4,739)
Purchase of common stock
for treasury (59) (1,945)
Treasury shares issued for:
401-(k) Savings Plan contribution 56 503 1,007
Exercise of stock options 13 74 237
Restricted common stock awards 13 53 233
Other 8 64 137
Amortization of restricted common
stock compensation 911
Other 75
- ----------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1994 7,546 10,000 6,962 165,807 (32,278)
Net income 10,721
Cash dividends - $.52 per share (3,999)
Purchase of common stock
for treasury (120) (3,874)
Treasury shares issued for:
401-(k) Savings Plan contribution 71 862 1,344
Exercise of stock options 148 1,135 2,780
Restricted common stock awards 92 1,232 1,727
Deferred compensation plans 30 407 559
Amortization of restricted common
stock compensation
Other
- ----------------------------------------------------------------------------------------------------------------------
Balance at March 31, 1995 7,767 $10,000 $10,598 $172,529 ($29,742)
======================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Shares Held in Unearned
Trust for Restricted Total
Deferred Common Stock Shareholders'
Compensation Plans Compensation Equity
<S> <C> <C> <C>
- ------------------------------------------------------------------------------------------
Balance at July 1, 1993
As previously reported ($2,189) $134,940
Pooling of interests with Mainline 4,065
- ------------------------------------------------------------------------------------------
Balance as restated (2,189) 139,005
Net income 12,687
Cash dividends - $.64 per share (4,739)
Purchase of common stock
for treasury (1,945)
Treasury shares issued for:
401-(k) Savings Plan contribution 1,510
Exercise of stock options 311
Restricted common stock awards (286)
Other 201
Amortization of restricted common
stock compensation 2,475 3,386
Other 75
- ------------------------------------------------------------------------------------------
Balance at June 30, 1994 0 150,491
Net income 10,721
Cash dividends - $.52 per share (3,999)
Purchase of common stock
for treasury (3,874)
Treasury shares issued for:
401-(k) Savings Plan contribution 2,206
Exercise of stock options 3,915
Restricted common stock awards (2,959)
Deferred compensation plans ($966)
Amortization of restricted common
stock compensation 203 203
Other (397) (397)
- ------------------------------------------------------------------------------------------
Balance at March 31, 1995 ($1,363) ($2,756) $159,266
==========================================================================================
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 March 31, 1995 and June 30, 1994, and the
results of operations for the three months and nine months ended March
31, 1995 and 1994, and cash flows for the nine months ended March 31,
1995 and 1994.
The results of operations for the three and nine month periods ended
March 31, 1995 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 as follows:
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
1995 1994 1995 1994
------------------ ----------------
<S> <C> <C> <C>
7,749 7,553 7,677 7,549
</TABLE>
3. BUSINESS COMBINATIONS
During the quarter ended March 31, 1995 the Company acquired
substantially all of the assets of Dees Corporation, a distributor of
fluid power products, and Motion Specialties, Inc., a distributor of
bearings and drive systems products, for a total of $1,839 of cash and
$1,416 of deferred payments.
6
<PAGE> 8
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
- -------------------------------------------------------------------------------
The business combinations have been accounted for as purchases and
their results of operations have been included in the accompanying
consolidated financial statements from their respective acquisition
dates. Goodwill of $729 was recognized and is being amortized over 15
years. Pro forma results of operations are not shown because the
effects of these acquisitions are not material.
4. PERFORMANCE ACCELERATED RESTRICTED COMMON STOCK
In 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 six year vesting period or
until such time as acceleration of vesting takes place.
5. DERIVATIVE FINANCIAL INSTRUMENTS
The Company has had only limited involvement with derivative financial
instruments and does not use them for trading purposes. Interest rate
swap agreements have been used to achieve a hedge or limitation of the
interest rate risk of the Company.
In December 1994, the Company terminated an April 1994 interest rate
swap agreement at a loss of $1,025. This loss is being amortized to
interest expense over the remaining term of the swap agreement through
April 1996. The Company had no outstanding swap agreements or other
derivative instruments at March 31, 1995.
7
<PAGE> 9
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
- -------------------------------------------------------------------------------
6. DEFERRED COMPENSATION PLANS
During 1991, a deferred compensation plan was established enabling
certain non-employee directors to defer receipt of director fees. In
addition, during 1994 a deferred compensation plan was established
enabling certain executives to defer a portion of their annual
incentive awards. The Company's obligations for these plans have been
fully funded by placing common stock of the Company and money market
investments into rabbi trusts. This common stock is reported as a
contra-equity account and the money market investments are included in
other assets in the accompanying consolidated balance sheets. At
March 31, 1995, the related liability for these plans of $1,398 is
recorded in other liabilities in the accompanying consolidated balance
sheets.
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 March 31,
1995 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 provided by operating activities was $4.5 million in the nine months ended
March 31, 1995. This compares to $13.2 million of cash provided by 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 nine
month period ended March 31, 1995 inventories increased approximately $16.4
million and accounts receivable increased by 14.6 million. These increases are
primarily attributable to the increase in sales volume as well as from business
acquisitions.
Working capital at March 31, 1995 was $157.6 million compared to $144.6 million
at June 30, 1994. The current ratio was 2.3 at March 31, 1995 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 $98.3 million for the
nine months ended March 31, 1995 and $103.0 million during the year ended June
30, 1994. The average effective interest rate on the short-term borrowings for
the nine months ended March 31, 1995 increased to 5.7% 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
$24.2 million of borrowings under these short-term bank lines of credit at
March 31, 1995. Unused bank lines of credit of $70.8 million are available for
future short-term financing needs.
9
<PAGE> 11
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
In December 1994, the Company terminated its interest rate swap agreement for a
loss of $1,025,000. This loss is being deferred and will be amortized over the
remaining term of the swap agreement through April 1996.
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.
<TABLE>
RESULTS OF OPERATIONS
- ---------------------
A summary of the period-to-period changes in principal items included in the
statements of consolidated income follows:
Increase (Decrease)
(Dollars in thousands)
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
1995 and 1994 1995 and 1994
Percent Percent
Amount Change Amount Change
---------- ---------- ------------ ----------
<S> <C> <C> <C> <C>
Net Sales $37,286 15.6% $85,800 12.5%
Cost of sales 32,543 18.7% 72,462 14.3%
Selling, distribution and
administrative expenses
1,672 2.8% 6,787 4.1%
Operating income 3,071 47.4% 6,551 37.7%
Interest expense -net 715 52.9% 1,000 22.5%
Income before income taxes
2,356 45.9% 5,551 43.0%
Income taxes 893 39.8% 2,428 45.6%
Net income 1,463 50.7% 3,123 41.1%
</TABLE>
10
<PAGE> 12
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
Three Months Ended March 31, 1995 and 1994
- ------------------------------------------
Increases in sales for the quarter were primarily due to volume and price
increases. Gross profit, as a percentage of sales was 25.3% in 1995 compared
to 27.3% in 1994. The change reflects an adjustment of estimated year-to-date
costs in 1994, which did not reoccur in 1995.
Selling, distribution and administrative expenses increased by 2.8% from higher
salary, commission and incentive costs related to improved performance and
higher hospitalization costs.
Interest expense-net for the quarter increased by 52.9%. Higher short-term
interest rates and the amortized expense of terminating the interest rate swap
were partially offset by a decrease in the amount of average borrowings
outstanding.
Income taxes as a percentage of income before taxes was 41.9% in the three
months ended March 31, 1995 and 43.7% in the three months ended March 31, 1994.
As a result of the above factors, net income increased by 50.7% compared to the
same quarter of last year.
Nine Months Ended March 31, 1995 and 1994
- -----------------------------------------
Increases in sales for the period were principally due to volume and price
increases. Gross profit, as a percentage of sales was 25.4% in 1995 compared
to 26.7% in 1994. The change reflects an adjustment of estimated year-to-date
costs in 1994, which did not reoccur in 1995.
Selling, distribution and administrative expenses increased by 4.1% from higher
commission and incentive costs related to improved performance, higher
hospitalization costs and higher employee welfare costs due to enhancement of
the 401(k) plan. Additionally, in the first quarter of the 1995 fiscal year,
the Company recorded a charge of approximately $800,000 relating to a workforce
reduction in certain corporate service departments. The increased expenses
were partially offset by lower bad debt expense due to improved collections.
11
<PAGE> 13
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
- -------------------------------------------------------------------------------
Interest expense - net for the period increased by 22.5%. Higher short-term
interest rates and the amortized expense of terminating the interest rate swap
were partially offset by a decrease in the amount of average borrowings during
the period.
Income taxes as a percentage of income before income taxes was 42.0% in the
nine months ended March 31, 1995 and 41.2% in the nine months ended March 31,
1994. The increase is primarily attributed to a greater percentage of
non-deductible expenses.
As a result of the above factors, net income increased by 41.1% 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. The Company believes that sales will continue
to exceed prior years' levels during the remainder of the fiscal year.
12
<PAGE> 14
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
------------------
(a) The 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 and/or contribution from
suppliers and insurance, the Registrant believes,
based upon circumstances presently known, that
such cases are not material to its business or its
financial condition.
(b) The Registrant incorporates by reference herein
the description of the 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, found in Item 1,
"Legal Proceedings", contained in the Registrant's
10-Q for the quarter ended September 30, 1994. In
January 1995, the court issued an order declaring
that the action would be maintained as an ordinary
action, and not as a class action.
Notwithstanding possible indemnification and/or
contribution from suppliers and insurance, the
Registrant believes, based upon circumstances
presently known, that this case is not material to
its business or its financial condition.
(c) The 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. The Registrant
believes that such case will have no material
adverse effect on its business or financial
condition.
13
<PAGE> 15
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
---------------------------------
(A) EXHIBITS.
---------
EXHIBIT NO. DESCRIPTION
----------- -----------
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
14
<PAGE> 16
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.
(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 March 31,
1995.
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: May 15, 1995 By:/s/ John C. Robinson
----------------------------
John C. Robinson
President & Chief Operating
Officer
Date: May 15, 1995 By:/s/ Mark O. Eisele
----------------------------
Mark O. Eisele
Controller
("Chief Accounting Officer")
15
<PAGE> 17
BEARINGS, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995
EXHIBIT NO. DESCRIPTION PAGE
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).
<PAGE> 18
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 Attached
Share.
27 Financial Data Schedule. Attached
<PAGE> 1
<TABLE>
EXHIBIT 11
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
Computation of Net Income Per Share
(Unaudited)
(Thousands, except per share amounts)
<CAPTION>
Three Months Ended Nine Months Ended
March 31 March 31
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Average Shares Outstanding
--------------------------
1. Average common shares
outstanding 7,749 7,553 7,677 7,549
2. Net additional shares
outstanding assuming stock
options exercised and
proceeds used to purchase
treasury stock 118 155 136 156
-------- -------- -------- --------
3. Adjusted average common
shares outstanding for
fully diluted computation 7,867 7,708 7,813 7,705
======== ======== ======== ========
Net Income
----------
4. Net income as reported in
statements of consolidated
income $ 4,349 $ 2,886 $ 10,721 $ 7,598
======== ======== ======== ========
Net Income Per Share
--------------------
5. Net income per average
common share outstanding
(4/1) $ 0.56 $ 0.38 $ 1.40 $ 1.01
======== ======== ======== ========
6. Net income per common
share on a fully
dilutive basis (4/3) $ 0.55(A) $ 0.37(A) $ 1.37(A) $ 0.99 (A)
======== ======== ======== ========
<FN>
(A) Fully diluted net income per share is not presented as the dilutive effect is less than 3%.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUN-30-1995
<PERIOD-END> MAR-31-1995
<CASH> 6,996
<SECURITIES> 0
<RECEIVABLES> 146,469
<ALLOWANCES> 2,077
<INVENTORY> 122,639
<CURRENT-ASSETS> 277,280
<PP&E> 136,571
<DEPRECIATION> 59,951
<TOTAL-ASSETS> 369,181
<CURRENT-LIABILITIES> 119,677
<BONDS> 0
<COMMON> 10,000
0
0
<OTHER-SE> 149,266
<TOTAL-LIABILITY-AND-EQUITY> 369,181
<SALES> 774,540
<TOTAL-REVENUES> 774,540
<CGS> 577,505
<TOTAL-COSTS> 577,505
<OTHER-EXPENSES> 172,227
<LOSS-PROVISION> 901
<INTEREST-EXPENSE> 5,436
<INCOME-PRETAX> 18,471
<INCOME-TAX> 7,750
<INCOME-CONTINUING> 10,721
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,721
<EPS-PRIMARY> 1.40
<EPS-DILUTED> 1.37
</TABLE>
