<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, 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
-----------------
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, 1995 7,864,861
-------------------------------------
(No par Value)
<PAGE> 2
BEARINGS, INC.
--------------
INDEX
<TABLE>
<CAPTION>
_________________________________________________________________________________________
Page No.
Part I: FINANCIAL INFORMATION
<S> <C>
Item 1: Financial Statements
Statements of Consolidated Income -
Three Months Ended September 30, 1995 and 1994 2
Consolidated Balance Sheets -
September 30, 1995 and June 30, 1995 3
Statements of Consolidated Cash Flows
Three Months Ended September 30, 1995 and 1994 4
Statements of Consolidated Shareholders' Equity -
Three Months Ended September 30, 1995 and
Year Ended June 30, 1995 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 13 - 15
Signatures 15
</TABLE>
<PAGE> 3
PART I: FINANCIAL INFORMATION
ITEM I: Financial Statements
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
STATEMENTS OF CONSOLIDATED INCOME
(Unaudited)
(Thousands, except per share amounts)
____________________________________________________________________________
<TABLE>
<CAPTION>
Three Months Ended
September 30
1995 1994
----------------------------------
<S> <C> <C>
Net Sales $ 273,455 $ 247,605
------------- -------------
Cost and Expenses
Cost of sales 204,177 183,994
Selling, distribution and
administrative 59,573 56,857
------------- -------------
263,750 240,851
------------- -------------
Operating Income 9,705 6,754
------------- -------------
Interest
Interest expense 2,059 1,655
Interest income (45) (106)
------------- -------------
2,014 1,549
------------- -------------
Income Before Income Taxes 7,691 5,205
------------- -------------
Income Taxes
Federal 2,679 1,754
State and local 628 432
------------- -------------
3,307 2,186
------------- -------------
Net Income $ 4,384 $ 3,019
============= =============
Net Income per share $ 0.56 $ 0.40
============= =============
Cash dividends per common
share $ 0.18 $ 0.16
============= =============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
BEARINGS, INC. & SUBSIDIARIES
-----------------------------
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
________________________________________________________________________________
<TABLE>
<CAPTION>
September 30 June 30
1995 1995
------------ ------------
(Unaudited)
Assets
------
<S> <C> <C>
Current assets
Cash and temporary investments $ 7,989 $ 4,789
Accounts receivable less allowance
of $2,700 and $2,300 147,855 145,680
Inventories (at LIFO) 123,222 112,596
Other current assets 2,630 2,307
----------- -----------
Total current assets 281,696 265,372
----------- -----------
Property - at cost
Land 11,685 11,783
Buildings 58,139 57,365
Equipment 69,419 68,926
----------- -----------
139,243 138,074
Less accumulated depreciation 60,346 58,802
----------- -----------
Property - net 78,897 79,272
----------- -----------
Other assets 17,018 14,587
----------- -----------
TOTAL ASSETS $ 377,611 $ 359,231
=========== ===========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities
Notes payable - short-term $ 34,925 $ 18,575
Current portion of long-term debt 5,714 5,714
Accounts payable 50,120 53,722
Compensation and related benefits 16,541 18,248
Other accrued liabilities 17,437 15,558
----------- -----------
Total current liabilities 124,737 111,817
Long-term debt 74,286 74,286
Deferred income taxes 918 918
Other liabilities 8,152 6,809
----------- -----------
TOTAL LIABILITIES 208,093 193,830
----------- -----------
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 12,177 11,311
Income retained for use in the business 180,378 177,402
Less 1,438 and 1,511 treasury shares -
at cost (28,005) (29,253)
Less shares held in trust for
deferred compensation plans (2,523) (1,426)
Less unearned restricted common
stock compensation (2,509) (2,633)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY 169,518 165,401
----------- -----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 377,611 $ 359,231
=========== ===========
</TABLE>
See notes to consolidated financial statements.
3
<PAGE> 5
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited)
(Amounts in thousands)
<TABLE>
<CAPTION>
Three Months Ended
September 30
----------------------
1995 1994
- ------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 4,384 $ 3,019
Adjustments to reconcile net income to cash provided by
(used in) operating activities:
Depreciation 3,435 3,333
Provision for losses on accounts receivable 685 352
Gain on sale of property (397) (120)
Amortization of restricted common stock
compensation and goodwill 225 84
Treasury shares contributed to employee
benefit plans 1,265 356
Changes in current assets and liabilities, net of
effects from acquisition of businesses:
Accounts receivable (1,849) (3,771)
Inventories (8,859) (19,238)
Other current assets (308) 236
Accounts payable and accrued expenses (3,303) 11,964
Other - net 878 878
- ------------------------------------------------------------------------------------
Net Cash used in Operating Activities (3,844) (2,907)
- ------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Property purchases (3,377) (2,302)
Proceeds from property sales 1,284 582
Acquisition of businesses, less cash acquired (4,209)
Other (1,567) (790)
- ------------------------------------------------------------------------------------
Net Cash used in Investing Activities (7,869) (2,510)
- ------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net borrowings under line-of-credit agreements 16,350 3,195
Exercise of stock options 369 1,352
Dividends paid (1,408) (1,212)
Purchase of treasury shares (398) (1,582)
- ------------------------------------------------------------------------------------
Net Cash provided by Financing Activities 14,913 1,753
- ------------------------------------------------------------------------------------
Increase (decrease) in cash
and temporary investments 3,200 (3,664)
Cash and temporary investments
at beginning of period 4,789 10,935
- ------------------------------------------------------------------------------------
Cash and Temporary Investments
at End of Period $ 7,989 $ 7,271
====================================================================================
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes $ 1,358 $ 1,676
Interest $ 1,886 $ 1,762
</TABLE>
See notes to consolidated financial statements.
4
<PAGE> 6
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
For the Three Months Ended September 30, 1995 (Unaudited)
and Year Ended June 30, 1995
(Amounts in thousands)
<TABLE>
<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, 1994 7,546 $10,000 $6,962 $165,807 ($32,278)
Net income 16,909
Cash dividends - $.70 per share (5,397)
Purchase of common stock
for treasury (120) (3,874)
Treasury shares issued for:
401-(k) Savings Plan contribution 93 1,124 1,788
Exercise of stock options 150 1,565 2,789
Restricted common stock awards 92 1,232 1,727
Deferred compensation plans 31 428 595
Amortization of restricted common
stock compensation
Other 83
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1995 7,792 10,000 11,311 177,402 (29,253)
Net income 4,384
Cash dividends - $.18 per share (1,408)
Purchase of common stock
for treasury (12) (398)
Treasury shares issued for:
401-(k) Savings Plan contribution 39 526 739
Exercise of stock options 20 (15) 384
Deferred compensation plans 26 355 523
Amortization of restricted common
stock compensation
Other
- ------------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1995 7,865 $10,000 $12,177 $180,378 ($28,005)
====================================================================================================================================
See notes to consolidated financial statements.
Shares Held in Unearned
Trust for Restricted Total
Deferred Common Stock Shareholders'
Compensation Plans Compensation Equity
--------------------------------------------
Balance at July 1, 1994 $150,491
Net income 16,909
Cash dividends - $.70 per share (5,397)
Purchase of common stock
for treasury (3,874)
Treasury shares issued for:
401-(k) Savings Plan contribution 2,912
Exercise of stock options 4,354
Restricted common stock awards ($2,959)
Deferred compensation plans ($1,023)
Amortization of restricted common
stock compensation 326 326
Other (403) (320)
- ------------------------------------------------------------------------------------------
Balance at June 30, 1995 (1,426) (2,633) 165,401
Net income 4,384
Cash dividends - $.18 per share (1,408)
Purchase of common stock
for treasury (398)
Treasury shares issued for:
401-(k) Savings Plan contribution 1,265
Exercise of stock options 369
Deferred compensation plans (878)
Amortization of restricted common
stock compensation 124 124
Other (219) (219)
- ------------------------------------------------------------------------------------------
Balance at September 30, 1995 ($2,523) ($2,509) $169,518
==========================================================================================
</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, 1995 and June 30, 1995, and the
results of operations and cash flows for the three months ended
September 30, 1995 and 1994.
The results of operations for the three month period ended September
30, 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 7,814 and 7,576 for the three months ended September 30, 1995 and
1994, respectively.
3. BUSINESS COMBINATIONS
During the quarter ended September 30, 1995 the Company acquired two
distributors of drive products and rubber products, for a total of
$4,328. The acquisitions of these businesses were accounted for as
purchases and their results of operations are included in the
accompanying consolidated financial statements from their respective
acquisition dates. Results of operations for these acquisitions are
not material for all periods presented. Goodwill recognized in
connection with these combinations is being amortized over 15 years.
6
<PAGE> 8
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
- --------------------------------------------------------------------------------
4. SUBSEQUENT EVENTS
On October 17, 1995, the Board of Directors declared a quarterly
dividend of $.21 per share payable December 1, 1995, to shareholders
of record on November 15, 1995. This dividend is a 17% increase over
the previous regular quarterly rate of $.18 per share.
The Board of Directors also declared a three-for-two stock split
payable on December 4, 1995 to shareholders of record on November 15,
1995. The cash dividend declared above will be paid on pre-split
shares only as the additional shares to be issued for the stock split
will not be outstanding on the cash dividend record date.
On October 16, 1995, the Company entered into a commitment with the
Prudential Insurance Company of America to either obtain $15,655 of
long-term financing or enter into a long-term lease commitment in
connection with the construction of a new corporate headquarters in
Cleveland.
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 the Company's: (1) financial condition at September
30, 1995 and June 30, 1995 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 $3.8 million in the three months ended
September 30, 1995. This compares to $2.9 million of cash used in 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, 1995 inventories increased approximately $ 8.9
million and accounts receivable increased by $1.8 million. These increases are
primarily attributable to the increase in sales volume.
Working capital at September 30, 1995 was $157.0 million compared to $153.6
million at June 30, 1995. The current ratio was 2.3 at September 30, 1995 and
2.4 at June 30, 1995.
Capital Resources
- -----------------
Capital resources are obtained from income retained in the business, borrowings
under the Company's lines of credit and long-term debt.
Average combined short-term and long-term borrowing was $99.9 million for the
three months ended September 30, 1995 and $97.9 million during the year ended
June 30, 1995. The average effective interest rate on the short-term
borrowings for the three months ended September 30, 1995 increased to 6.2%
from an average rate of 5.9% for the year ended June 30, 1995 due to higher
prevailing short-term interest rates. The Company has $105 million of
short-term lines of credit with commercial banks which provide for payment of
interest at various interest rate options, none of which are in excess of the
banks' prime rate. The Company had $34.9 million of borrowings under these
short-term bank lines of credit at September 30, 1995. Unused bank lines of
credit of $70.1 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
1995 and 1994
Percent
Amount Change
------ ------
<S> <C> <C>
Net sales $25,850 10.4%
Cost of sales 20,183 11.0%
Selling, distribution and
administrative expenses
2,716 4.8%
Operating income 2,951 43.7%
Interest expense -net 465 30.0%
Income before income taxes
2,486 47.8%
Income taxes 1,121 51.3%
Net income 1,365 45.2%
</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, 1995 and 1994
- ----------------------------------------------
Increases in sales for the quarter were primarily due to volume and price
increases. Gross profit, as a percentage of sales, decreased from 25.7% to
25.3%
Selling, distribution and administrative expenses increased by 4.8% from
higher commission and incentive costs related to improved performance and
higher employee welfare and hospitalization costs.
Interest expense-net for the quarter increased by 30.0% from higher short-term
interest rates, higher amounts of borrowing outstanding and the amortized
expense of terminating the interest rate swap. During fiscal 1995, the Company
terminated a two year interest rate swap agreement initiated in fiscal 1994.
As of September 30, 1995 deferred interest cost of $.5 million from this
termination remains to be amortized to interest expense over the term of the
original swap agreement. The Company has no outstanding swap agreements or
other derivative financial instruments at September 30, 1995.
Income taxes as a percentage of income before taxes was 43.0% in the three
months ended September 30, 1995 and 42.0% in the three months ended September
30, 1994.
As a result of the above factors, net income increased by 45.2% compared to the
same quarter of last year. Income per share increased by 40.0% due to an
increase in income and the increase in the average shares outstanding.
10
<PAGE> 12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
-----------------
(a) The Company incorporates by reference herein the description of the
cases captioned SAMMIE ADKINS, ET AL. V. A. P. GREEN INDUSTRIES,
INC., ET AL., Summit County, Ohio, Court of Common Pleas, Case No. A
CV 88-7-2398 (and related cases) found in Item 3 "Pending Legal
Proceedings" contained in the Company's Form 10-K for the fiscal year
ended June 30, 1995. Notwithstanding possible indemnification from
suppliers and insurance, the Company believes, based on circumstances
presently known, that these cases are not material to its business or
its financial condition.
(b) The Company incorporates by reference herein the description of the
cases captioned IN RE: ROBERT LEE BICKHAM, ET AL. V. METROPOLITAN
LIFE INSURANCE CO., ET AL, 22nd Judicial District Court for the
Parish of Washington, State of Louisiana, Case No. 70,760-E; and
IDA MAE WILLIAMS, ET AL. V. METROPOLITAN LIFF INSURANCE COMPANY, ET
AL., 22nd Judicial District Court for the Parish of Washington,
State of Louisiana, Case No. 72,986-F, found in Item 3 "Pending Legal
Proceedings" contained in the Company's Form 10-K for the fiscal year
ended June 30, 1995. Notwithstanding potential indemnification from
suppliers and insurance, the Company believes, based on circumstances
presently known, that these cases are not material to its business or
its financial condition.
(c) The Company also incorporates by reference herein the description of
the case captioned KING BEARING, INC. V. 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 Company's Form 10-K for the fiscal year ended June
30, 1995. The case is now pending in the California Court of
Appeal. The Company believes that this case will have no material
adverse effect on its business or financial condition.
11
<PAGE> 13
(d) Bearings, Inc. and/or one of its subsidiaries is a defendant in
several employment-related lawsuits. Based on circumstances
presently known, the Company believes that these cases are not
material to its business or its financial condition.
ITEM 5. Other Information.
------------------
(a) Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
At the Annual Meeting of Shareholders of the Company held on October
17, 1995, there were 7,830,765 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:
For Withheld
--- --------
[S] [C] [C]
W. G. Bares 6,801,028 15,603
R. B. Every 6,799,261 17,371
J. J. Kahl 6,801,003 15,629
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 and Directors of Class I, consisting
of J. C. Dannemiller, J. C. Robinson and J. S. Thornton,
serve until the expiration of their term of office in 1997.
G.L. LaMore, a director since 1983, retired, and the Board
reduced to nine (9) the number of directors constituting the
entire Board.
2. Ratification of the appointment by the management of
Deloitte & Touche LLP as independent auditors of the
Company for the fiscal year ending June 30, 1996.
12
<PAGE> 14
For Withheld Abstain
--- -------- -------
6,804,434 6,512 5,686
Discretionary voting was authorized as to all matters
submitted. There were no broker non-votes.
(b) Election of Officers.
--------------------
At the Organizational Meeting of the Board of Directors held on
October 17, 1995, the Board of Directors elected the following
officers of the Company:
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
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
13
<PAGE> 15
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 Company 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 September 30, 1995.
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BEARINGS, INC.
(Company)
Date: November 14, 1995 By:/s/ John C. Dannemiller
----------------------------
John C. Dannemiller
Chairman & Chief Executive
Officer
Date: November 14, 1995 By:/s/ John R. Whitten
---------------------------
John R. Whitten
Vice President-Finance &
Treasurer
<PAGE> 17
BEARINGS, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 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)
<PAGE> 18
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
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
EXHIBIT 11
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
Computation of Net Income Per Share
(Unaudited)
(Thousands, except per share amounts)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Three Months Ended
September 30
1995 1994
---------- ----------
<S> <C>
Average Shares Outstanding
--------------------------
1. Average common shares
outstanding 7,814 7,576
2. Net additional shares
outstanding assuming stock
options exercised and
proceeds used to purchase
treasury stock 136 142
---------- ----------
3. Adjusted average common
shares outstanding for
fully diluted computation 7,950 7,718
========== ==========
Net Income
----------
4. Net income as reported in
statements of consolidated
income $ 4,384 $ 3,019
========== ==========
Net Income Per Share
--------------------
5. Net income per average
common share outstanding
(4/1) $ 0.56 $ 0.40
========== ==========
6. Net income per common
share on a fully
dilutive basis (4/3) $ 0.55 (A) $ 0.39 (A)
========== ==========
</TABLE>
(A) Fully diluted net income per share is not presented as the
dilutive effect is less than 3%.
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<S> <C>
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<PERIOD-END> SEP-30-1995
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0
0
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<EPS-PRIMARY> .56
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