<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, 1996
------------------------------------------------
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 October 31, 1996 12,471,930
-----------------------------------------
(No par Value)
<PAGE> 2
BEARINGS, INC.
--------------
INDEX
- -----------------------------------------------------------------------------
Page No.
<TABLE>
<CAPTION>
Part I: FINANCIAL INFORMATION
<S> <C>
Item 1: Financial Statements
Statements of Consolidated Income -
Three Months Ended September 30, 1996 and 1995 2
Consolidated Balance Sheets -
September 30, 1996 and June 30, 1996 3
Statements of Consolidated Cash Flows
Three Months Ended September 30, 1996 and 1995 4
Statements of Consolidated Shareholders' Equity -
Three Months Ended September 30, 1996 and
Year Ended June 30, 1996 5
Notes to Consolidated Financial Statements 6 - 7
Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations 8 - 11
Part II: OTHER INFORMATION
Item 1: Legal Proceedings 12 - 13
Item 5: Other Information 13 - 14
Item 6: Exhibits and Reports on Form 8-K 14 - 16
Signatures 16
</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)
- --------------------------------------------------------------------------------
Three Months Ended
September 30
1996 1995
------------------------
<TABLE>
<S> <C> <C>
Net Sales $ 282,249 $ 277,059
--------- ---------
Cost and Expenses
Cost of sales 208,775 206,844
Selling, distribution and
administrative 62,749 60,305
--------- ---------
271,524 267,149
--------- ---------
Operating Income 10,725 9,910
--------- ---------
Interest
Interest expense 1,561 2,059
Interest income (318) (71)
--------- ---------
1,243 1,988
--------- ---------
Income Before Income Taxes 9,482 7,922
--------- ---------
Income Taxes
Federal 3,255 2,754
State and local 822 640
--------- ---------
4,077 3,394
--------- ---------
Net Income $ 5,405 $ 4,528
========= =========
Net Income per share $ 0.44 $ 0.37
========= =========
Cash dividends per common
share $ 0.14 $ 0.12
========= =========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
BEARINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------
September June 30
1996 1996
------------ ----------
(Unaudited)
Assets
------
<S> <C> <C>
Current assets
Cash and temporary investments $ 14,141 $ 9,243
Accounts receivable, less allowance
of $2,556 and $2,300 140,683 155,524
Inventories (at LIFO) 130,175 127,937
Other current assets 2,626 2,434
--------- ---------
Total current assets 287,625 295,138
--------- ---------
Property - at cost
Land 13,350 13,529
Buildings 65,250 64,441
Equipment 72,656 71,938
--------- ---------
151,256 149,908
Less accumulated depreciation 65,813 63,574
--------- ---------
Property - net 85,443 86,334
--------- ---------
Other assets 21,424 22,600
--------- ---------
TOTAL ASSETS $ 394,492 $ 404,072
========= =========
Liabilities and Shareholders' Equity
------------------------------------
Current liabilities
Notes payable $ 16,570 $ 30,056
Current portion of long-term debt 11,429 11,429
Accounts payable 65,272 67,652
Compensation and related benefits 17,166 19,081
Other accrued liabilities 16,830 14,964
--------- ---------
Total current liabilities 127,267 143,182
Long-term debt 62,857 62,857
Other liabilities 9,997 8,741
--------- ---------
TOTAL LIABILITIES 200,121 214,780
--------- ---------
Shareholders' Equity
Preferred Stock - no par value; 2,500
shares authorized; none issued or
outstanding
Common stock - no par value; 30,000
shares authorized; 13,954 shares issued 10,000 10,000
Additional paid-in capital 8,734 7,528
Income retained for use in the business 200,903 197,232
Less 1,486 and 1,577 treasury shares -
at cost (20,102) (21,260)
Less shares held in trust for
deferred compensation plans (3,922) (3,008)
Less unearned restricted common
stock compensation (1,242) (1,200)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY 194,371 189,292
--------- ---------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 394,492 $ 404,072
========= =========
</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
-----------------------
1996 1995
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 5,405 $ 4,528
Adjustments to reconcile net income to cash provided by
(used in)operating activities:
Depreciation 3,418 3,435
Provision for losses on accounts receivable 524 685
Gain on sale of property (113) (397)
Amortization of restricted common stock
compensation and goodwill 184 225
Treasury shares contributed to employee
benefit plans 1,404 1,265
Changes in current assets and liabilities, net of
effects from acquisition and disposal of
businesses:
Accounts receivable 11,301 (1,849)
Inventories (8,238) (8,859)
Other current assets (192) (308)
Accounts payable and accrued expenses (2,061) (3,303)
Other - net 768 734
- ----------------------------------------------------------------------------------------------
Net Cash provided by (used in) Operating Activities 12,400 (3,844)
- ----------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Property purchases (3,736) (3,377)
Proceeds from property sales 1,222 1,284
Proceeds from sale of Aircraft Division 9,090
Acquisition of businesses, less cash acquired (4,209)
Deposits and other 1,064 (1,567)
- ----------------------------------------------------------------------------------------------
Net Cash used in Investing Activities 7,640 (7,869)
- ----------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net borrowings (repayments) under line-of-credit
agreements (13,486) 16,350
Exercise of stock options 198 369
Dividends paid (1,734) (1,408)
Purchase of treasury shares (120) (398)
- ----------------------------------------------------------------------------------------------
Net Cash provided (used in) by Financing Activities (15,142) 14,913
- ----------------------------------------------------------------------------------------------
Increase in cash
and temporary investments 4,898 3,200
Cash and temporary investments
at beginning of period 9,243 4,789
- ----------------------------------------------------------------------------------------------
Cash and Temporary Investments
at End of Period $ 14,141 $ 7,989
==============================================================================================
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes $ 701 $ 1,358
Interest $ 1,637 $ 1,886
</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, 1996 (Unaudited)
and Year Ended June 30, 1996
(Amounts in thousands)
<TABLE>
<CAPTION>
Income Shares Held in
Shares of Additional Retained Treasury Trust for
Common Stock Common Paid-in for Use in Shares Deferred
Outstanding Stock Capital the Business - at Cost Compensation Plans
================================================================================================================================
<S> <C> <C> <C> <C> <C> <C>
Balance at July 1, 1995
As previously reported 11,688 $10,000 $11,311 $177,402 ($29,253) ($1,426)
Pooling of interests with
Engineered Sales, Inc. 486 (6,499) 3,024 6,408
- -------------------------------------------------------------------------------------------------------------------------------
Balance as restated 12,174 10,000 4,812 180,426 (22,845) (1,426)
Net income 23,334
Cash dividends - $.47 per share (6,528)
Purchase of common stock
for treasury (86) (2,212)
Treasury shares issued for:
Retirement Savings Plan contributions 138 1,692 1,805
Exercise of stock options 107 391 1,390
Deferred compensation plans 43 416 583 (999)
Restricted common stock awards 1 13 19
Amortization of restricted common
stock compensation 204
Other (583)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1996 12,377 10,000 7,528 197,232 (21,260) (3,008)
Net income 5,405
Cash dividends - $.14 per share (1,734)
Purchase of common stock
for treasury (4) (120)
Treasury shares issued for:
Retirement Savings Plan contributions 49 737 667
Exercise of stock options 16 (4) 202
Deferred compensation plans 26 415 353 (768)
Restricted common stock awards 4 58 56
Amortization of restricted common
stock compensation
Other (146)
- -------------------------------------------------------------------------------------------------------------------------------
Balance at September 30, 1996 12,468 $10,000 $8,734 $200,903 ($20,102) ($3,922)
===============================================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Unearned
Restricted Total
Common Stock Shareholders'
Compensation Equity
===========================================================================
<S> <C> <C>
Balance at July 1, 1995
As previously reported ($2,633) $165,401
Pooling of interests with
Engineered Sales, Inc. 2,933
- -----------------------------------------------------------------------
Balance as restated (2,633) 168,334
Net income 23,334
Cash dividends - $.47 per share (6,528)
Purchase of common stock
for treasury (2,212)
Treasury shares issued for:
Retirement Savings Plan contributions 3,497
Exercise of stock options 1,781
Deferred compensation plans
Restricted common stock awards (32)
Amortization of restricted common
stock compensation 1,465 1,669
Other (583)
- ----------------------------------------------------------------------
Balance at June 30, 1996 (1,200) 189,292
Net income 5,405
Cash dividends - $.14 per share (1,734)
Purchase of common stock
for treasury (120)
Treasury shares issued for:
Retirement Savings Plan contributions 1,404
Exercise of stock options 198
Deferred compensation plans
Restricted common stock awards (114)
Amortization of restricted common
stock compensation 72 72
Other (146)
- ----------------------------------------------------------------------
Balance at September 30, 1996 ($1,242) $194,371
======================================================================
</TABLE>
See notes to consolidated financial statements.
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, 1996 and June 30, 1996, and the results of
operations and cash flows for the three months ended September 30, 1996
and 1995.
The results of operations for the three month period ended September
30, 1996 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 12,406 and 12,208 for the three months ended September 30, 1996
and 1995, respectively.
3. BUSINESS COMBINATIONS
On February 9, 1996 the Company exchanged 486 shares of Bearings, Inc.
common stock for all of the outstanding shares of Engineered Sales,
Inc., a distributor of hydraulic, pneumatic and electro-hydraulic
components, systems and related fluid power engineering services. This
business combination is accounted for as a pooling of interests.
The Company's reported statements of consolidated income for the
quarter ended September 30, 1995 and shareholders equity at July 1,
1995 have been restated to reflect the Engineered Sales acquisition.
6
<PAGE> 8
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
-----------------------------------------------------------------------------
4. SALE OF DIVISION
On August 9, 1996 the Company sold the Dixie Bearings Aircraft Division
located in Atlanta, GA to Aviation Sales Company for $9,090. The assets
were sold at their approximate net book value. The sale did not have a
material effect on the consolidated financial statements.
5. RECENTLY ISSUED ACCOUNTING STANDARD
In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Standards (SFAS) No. 123, "Accounting for Stock-
Based Compensation", which the Company will be required to adopt for
the fiscal year ending June 30, 1997. As permitted by SFAS 123, the
Company does not intend to change its method of accounting for
stock-based compensation. The Company has not yet determined the pro
forma disclosures for employee awards granted in the three months ended
September 30, 1996 and the fiscal year ending June 30, 1996, which will
be presented in the notes to financial statements for the year ending
June 30, 1997.
6. SUBSEQUENT EVENT
On October 22, 1996, the Board of Directors declared a quarterly
dividend of $.16 per share payable November 29, 1996, to shareholders
of record on November 15, 1996.
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, 1996 and June 30, 1996 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 $12.4 million in the three months
ended September 30, 1996. This compares to $3.8 million 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, receivables, and managing the timing of
payments to suppliers. The Company has continuing programs to monitor and
control these investments. During the three month period ended September 30,
1996 inventories (excluding inventories sold with the Aircraft Division)
increased approximately $8.2 million due to lower inventory turnovers and lower
sales increases. Accounts receivable decreased by $11.3 million due to improved
timing of collections and traditionally lower sales in the first quarter of the
fiscal year as compared to the fourth quarter.
Investments in property totaled $3.7 million and $3.4 million in the three
months ended September 30, 1996 and 1995 respectively. These capital
expenditures were primarily made for building and upgrading branch facilities,
acquisition of data processing equipment, and vehicles. The new company owned
distribution center in Atlanta was opened during the quarter. Construction was
started on a new distribution center in Ft. Worth, TX. This build-to-suit
facility will be financed under an operating lease.
Working capital at September 30, 1996 was $160.4 million compared to $152.0
million at June 30, 1996. The current ratio was 2.3 at September 30, 1996 and
2.1 at June 30, 1996. This increase is primarily due to a decrease in short-term
notes payable due to cash provided from operations, the receipt of proceeds from
the sale of the Aircraft Division, and the receipt of miscellaneous deposits
previously classified as other assets.
Capital Resources
- -----------------
Capital resources are obtained from income retained in the business,
indebtedness under the Company's lines of credit and long-term debt and from
operating lease arrangements.
8
<PAGE> 10
BEARINGS, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------------------------------------
Average combined short-term and long-term borrowing was $88.7 million for the
three months ended September 30, 1996 and $111.8 million during the year ended
June 30, 1996. The average effective interest rate on the short-term borrowings
for the three months ended September 30, 1996 increased to 6.6% from an average
rate of 6.2% for the three months ended September 30, 1995 due to the higher
interest rates on other short-term debt. The Company has $110 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 $9.9 million of borrowings under these
short-term bank lines of credit at September 30, 1996. Unused bank lines of
credit of $100.1 million are available for future short-term financing needs. In
addition, the Company also had $6.7 million of other short-term notes payable
outstanding outside of these bank line of credit arrangements.
Management expects that capital resources provided from operations, available
lines of credit and long-term debt and operating leases will be sufficient to
finance normal working capital needs, business acquisitions and enhancement of
facilities and equipment. Management also believes that additional long-term
debt and line of credit financing could be obtained if desired.
9
<PAGE> 11
BEARINGS, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------------------------------------
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
1996 and 1995
Percent
Amount Change
------ ------
<S> <C> <C>
Net sales $5,190 1.9%
Cost of sales 1,931 .9%
Selling, distribution and
administrative expenses 2,444 4.1%
Operating income 815 8.2%
Interest expense -net (745) (37.5)%
Income before income taxes 1,560 19.7%
Income taxes 683 20.1%
Net income 877 19.4%
</TABLE>
Three Months Ended September 30, 1996 and 1995
- ----------------------------------------------
The sales increase of 1.9% for the quarter was lower than in prior quarter-to-
quarter comparisons. The slowing in sales growth occurred from an overall
slowing in the industrial economy, particularly in the machine tool, steel and
forest products industry. The decline in sales growth was also affected by the
sale of the Dixie Aircraft division midway through the quarter. Gross profit, as
a percentage of sales, increased from 25.3% to 26.0% primarily due to changes in
the product mix to higher margin products and lower freight costs.
Selling, distribution and administrative expenses increased by 4.1% from higher
compensation and health care costs.
10
<PAGE> 12
BEARINGS, INC. AND SUBSIDIARIES
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------------------------------------
Interest expense-net for the quarter decreased by 37.5% primarily from a
decrease in average borrowing.
Income taxes as a percentage of income before taxes was 43.0% in the three
months ended September 30, 1996 and 42.8% in the three months ended September
30, 1995.
As a result of the above factors, net income increased by 19.4% compared to the
same quarter of last year. Income per share increased by only 18.9% due to an
increase in the average shares outstanding.
11
<PAGE> 13
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings.
------------------
(a) The Company incorporates by reference herein the description of the
case captioned IN RE: ROBERT LEE BICKHAM, ET AL. V. METROPOLITAN LIFE
INS. CO., ET AL., 22nd Judicial District Court for the Parish of
Washington, State of Louisiana, Case No. 70,760-E; and two related
cases pending in the same court -- IDA MAE WILLIAMS, ET AL. V.
METROPOLITAN LIFE INS. CO., ET AL., Case No. 72,986-F and BENNIE L.
ADAMS, ET AL. V. METROPOLITAN LIFE INS. CO., ET AL., Case No. 72,154-B,
-- found in Item 3 "Pending Legal Proceedings" contained in the
Company's Form 10-K for the fiscal year ended June 30, 1996.
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 financial condition.
(b) 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, 1996. On
September 30, 1996, the California Court of Appeal, Fourth Appellate
District, affirmed the trial court's grant of King Bearing's motion for
a new trial; reversed the trial court's exclusion of the $219,000 in
damages from the new trial order; and affirmed the judgment in favor of
Bearings, Inc. The cross-complainants' petition for rehearing has been
denied by the Court of Appeal. If the cross-complainants do not obtain
review of the case by the California Supreme Court, it will be remanded
to the trial court for a new trial in which Bearings, Inc. will not be
a party. Under the 1990 Stock Purchase Agreement relative to the
acquisition of King Bearing, both Bearings, Inc. and King Bearing were
specifically indemnified by the ultimate parent of the former owner of
King Bearing (whose stockholders' equity exceeded $5 billion at June
30, 1996) for any damages or loss relating to this action. The Company
believes that this case will have no material adverse effect on its
business or financial condition.
<PAGE> 14
(c) Bearings, Inc. and/or one of its subsidiaries is a defendant in several
employment- and product-related lawsuits. Based on circumstances
presently known, the Company believes that these cases are not material
to 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 Company held on October
22, 1996, there were 12,417,951 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 III for
a term of three (3) years:
<TABLE>
<CAPTION>
For Withheld
--- --------
<S> <C> <C>
William E. Butler 11,072,463 365,483
Russell R. Gifford 11,396,649 41,297
L. Thomas Hiltz 11,396,397 41,549
</TABLE>
Directors of Class II, consisting of William G. Bares, Roger
D. Blackwell, Russel B. Every and John J. Kahl, serve until
the expiration of their term of office in 1998 and Directors
of Class I, consisting of John C. Dannemiller, John C.
Robinson and Jerry Sue Thornton, serve until the expiration
of their term of office in 1997.
2. Amendment of the Company's Amended and Restated Articles of
Incorporation to change the name of the Company to Applied
Industrial Technologies, Inc.
<TABLE>
<CAPTION>
For Withheld Abstain
--- -------- -------
<S> <C> <C>
11,234,530 167,715 35,700
</TABLE>
3. Ratification of the appointment by management of Deloitte &
Touche LLP as independent auditors of the Company for the
fiscal year ending June 30, 1997.
<TABLE>
<CAPTION>
For Withheld Abstain
--- -------- -------
<S> <C> <C>
11,409,157 8,586 20,201
</TABLE>
13
<PAGE> 15
Discretionary voting was authorized as to all matters
submitted. There were no broker non-votes.
As a result of the adoption of the proposal to change the name
of the Company to Applied Industrial Technologies, Inc., an
amendment to the Amended and Restated Articles of
Incorporation will be filed with the Ohio Secretary of State
on or about January 1, 1997. The Company will commence doing
business under that name on that date.
(b) Election of Officers.
---------------------
At its Organizational Meeting held on October 22, 1996, the
Board of Directors elected the following officers of the
Company:
John C. Dannemiller Chairman, Chief Executive
Officer & President
John C. Robinson Vice Chairman
Francis A. Martins Vice President-Sales &
Field Operations
Bill L. Purser Vice President-Marketing &
National Accounts
Richard C. Shaw Vice President-Communications,
Organizational Learning &
Quality Standards
Robert C. Stinson Vice President-Administration,
Human Resources, General
Counsel & Secretary
John R. Whitten Vice President-Finance &
Treasurer
Mark O. Eisele Controller
Fred D. Bauer Assistant Secretary
Jody A. Chabowski Assistant Controller
Michael L. Coticchia Assistant Secretary
Alan M. Krupa Assistant Treasurer
John C. Robinson, formerly President & Chief Operating
Officer, was elected to the newly-created position of Vice
Chairman. John C. Dannemiller assumed the additional title of
President.
ITEM 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits.
---------
Exhibit No. Description
----------- -----------
14
<PAGE> 16
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
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).
15
<PAGE> 17
4(g) Amendment to $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(g) to the Bearings, Inc. Form 10-Q for the
quarter ended March 31, 1996, 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, 1996.
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 13, 1996 By: /s/ JOHN C. DANNEMILLER
--------------------------------
John C. Dannemiller
Chairman, Chief Executive
Officer & President
Date: November 13, 1996 By: /s/ JOHN R. WHITTEN
--------------------------------
John R. Whitten
Vice President-Finance &
Treasurer
16
<PAGE> 18
BEARINGS, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1996
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE
<S> <C>
4(a) Amended and Restated Articles of
Incorporation of Bearings, Inc., filed with
the Ohio Secretary of State on October 18,
1988 (filed as Exhibit 4(a) to the Bearings,
Inc. Form 8-K dated October 21, 1988, SEC
File No. 1-2299, and incorporated here by
reference).
4(b) Code of Regulations of Bearings, Inc.,
adopted September 6, 1988 (filed as Exhibit
4(b) to the Bearings, Inc. Form 8-K dated
October 21, 1988, SEC File No. 1-2299, and
incorporated here by reference).
4(c) Certificate of Amendment of Amended and
Restated Articles of Incorporation of
Bearings, Inc., filed with the Ohio
Secretary of State on October 27, 1988
(filed as Exhibit 4(c) to the Bearings, Inc.
Form 10-Q for the quarter ended September
30, 1988, SEC File No. 1-2299, and
incorporated here by reference).
4(d) Certificate of Merger of Bearings, Inc.
(Ohio) and Bearings, Inc. (Delaware) filed
with the Ohio Secretary of State on October
18, 1988 (filed as Exhibit 4 to the
Bearings, Inc. Form 10-K for the fiscal year
ended June 30, 1989, SEC File No. 1-2299,
and incorporated here by reference).
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<PAGE> 19
<TABLE>
<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).
4(g) Amendment to $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(g) to the Bearings, Inc. Form 10-Q
for the quarter ended March 31, 1996, SEC
File No. 1-2299, and incorporated here by
reference).
11 Computation of Net Income Per Attached
Share.
27 Financial Data Schedule. Attached
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<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
1996 1995
------------ ----------
<S> <C> <C>
Average Shares Outstanding
--------------------------
1. Average common shares
outstanding 12,406 12,208
2. Net additional shares
outstanding assuming stock
options exercised and
proceeds used to purchase
treasury stock 240 202
------------ --------
3. Adjusted average common
shares outstanding for
fully diluted computation 12,646 12,410
============ ========
Net Income
----------
4. Net income as reported in
statements of consolidated
income $ 5,405 $ 4,528
============ ========
Net Income Per Share
--------------------
5. Net income per average
common share outstanding
(4/1) $ 0.44 $ 0.37
============ ========
6. Net income per common
share on a fully
dilutive basis (4/3) $ 0.43 (A) $ 0.36 (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> 3-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-END> SEP-30-1996
<CASH> 14,141
<SECURITIES> 0
<RECEIVABLES> 143,239
<ALLOWANCES> 2,556
<INVENTORY> 130,175
<CURRENT-ASSETS> 2,626
<PP&E> 151,256
<DEPRECIATION> 65,813
<TOTAL-ASSETS> 394,492
<CURRENT-LIABILITIES> 127,267
<BONDS> 0
<COMMON> 10,000
0
0
<OTHER-SE> 184,371
<TOTAL-LIABILITY-AND-EQUITY> 394,492
<SALES> 282,249
<TOTAL-REVENUES> 282,249
<CGS> 208,775
<TOTAL-COSTS> 208,775
<OTHER-EXPENSES> 62,225
<LOSS-PROVISION> 524
<INTEREST-EXPENSE> 1,243
<INCOME-PRETAX> 9,482
<INCOME-TAX> 4,077
<INCOME-CONTINUING> 5,405
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 5,405
<EPS-PRIMARY> .44
<EPS-DILUTED> .43
</TABLE>
