<PAGE> 1
FORM 10Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended DECEMBER 31, 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 December 31, 1995 11,848,205
---------------------------------------
(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 Six Months
Ended December 31, 1995 and 1994 2
Consolidated Balance Sheets -
December 31, 1995 and June 30, 1995 3
Statements of Consolidated Cash Flows
Six Months Ended December 31, 1995 and 1994 4
Statements of Consolidated Shareholders' Equity -
Six Months Ended December 31, 1995 and
Year Ended June 30, 1995 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 - 14
Item 4: Submission of Matters to a Vote of
Security Holders 14
Item 6: Exhibits and Reports on Form 8-K 14 - 16
Signatures 17
<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 Six Months Ended
December 31 December 31
1995 1994 1995 1994
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net Sales $ 271,927 $ 249,906 $ 545,382 $ 497,511
----------- ------------ ------------ ------------
Cost and Expenses
Cost of sales 201,099 186,723 405,276 370,717
Selling, distribution and
administrative 59,680 55,581 119,253 112,438
------------ ------------ ------------ ------------
260,779 242,304 524,529 483,155
------------ ------------ ------------ ------------
Operating Income 11,148 7,602 20,853 14,356
------------ ------------ ------------ ------------
Interest
Interest expense 2,394 1,875 4,453 3,530
Interest income (78) (54) (123) (160)
------------ ------------ ------------ ------------
2,316 1,821 4,330 3,370
------------ ------------ ------------ ------------
Income Before Income Taxes 8,832 5,781 16,523 10,986
------------ ------------ ------------ ------------
Income Taxes
Federal 3,063 1,962 5,742 3,716
State and local 746 466 1,374 898
------------ ------------ ------------ ------------
3,809 2,428 7,116 4,614
------------ ------------ ------------ ------------
Net Income $ 5,023 $ 3,353 $ 9,407 $ 6,372
============ ============ ============ ============
Net Income per share $ 0.42 $ 0.29 $ 0.80 $ 0.56
============ ============ ============ ============
Cash dividends per common
share $ 0.14 $ 0.12 $ 0.26 $ 0.23
============ ============ ============ ============
</TABLE>
See notes to consolidated financial statements.
2
<PAGE> 4
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
<TABLE>
<CAPTION>
December 31 June 30
1995 1995
------------ --------------
(Unaudited)
Assets
--------
<S> <C> <C>
Current assets
Cash and temporary investments $ 7,025 $ 4,789
Accounts receivable, less allowance
of $3,100 and $2,300 140,654 145,680
Inventories (at LIFO) 140,283 112,596
Other current assets 2,478 2,307
---------- ----------
Total current assets 290,440 265,372
---------- ----------
Property - at cost
Land 11,680 11,783
Buildings 58,182 57,365
Equipment 71,623 68,926
---------- ----------
141,485 138,074
Less accumulated depreciation 61,918 58,802
---------- ----------
Property - net 79,567 79,272
---------- ----------
Other assets 20,263 14,587
---------- ----------
TOTAL ASSETS $ 390,270 $ 359,231
========== ==========
Liabilities and Shareholders' Equity
--------------------------------------
Current liabilities
Notes payable $ 45,095 $ 18,575
Current portion of long-term debt 11,429 5,714
Accounts payable 51,226 53,722
Compensation and related benefits 16,992 18,248
Other accrued liabilities 14,375 15,558
---------- ----------
Total current liabilities 139,117 111,817
Long-term debt 68,571 74,286
Deferred income taxes 918 918
Other liabilities 8,825 6,809
---------- ----------
TOTAL LIABILITIES 217,431 193,830
---------- ----------
Shareholders' Equity
Preferred Stock - no par value; 2,500
shares authorized; none issued or
outstanding
Common stock - no par value; 30,000
shares authorized; 13,954 shares issued 10,000 10,000
Additional paid-in capital 12,389 11,311
Income retained for use in the business 183,738 177,402
Less 2,106 and 2,266 treasury shares -
at cost (27,753) (29,253)
Less shares held in trust for
deferred compensation plans (3,119) (1,426)
Less unearned restricted common
stock compensation (2,416) (2,633)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 172,839 165,401
---------- ----------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $ 390,270 $ 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>
Six Months Ended
December 31
-------------------------------------------
1995 1994
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Cash Flows from Operating Activities
Net income $ 9,407 $ 6,372
Adjustments to reconcile net income to cash provided by
(used in) operating activities:
Depreciation 6,885 6,654
Provision for losses on accounts receivable 1,477 640
Gain on sale of property (629) (104)
Amortization of restricted common stock
compensation and goodwill 455 249
Treasury shares contributed to employee
benefit plans 1,821 1,429
Changes in current assets and liabilities, net of
effects from acquisition of businesses:
Accounts receivable 4,560 (1,750)
Inventories (25,920) (22,839)
Other current assets (156) 309
Accounts payable and accrued expenses (4,687) 11,517
Other - net 920 920
- ------------------------------------------------------------------------------------------------------
Net Cash provided by (used in) Operating Activities (5,867) 3,397
- ------------------------------------------------------------------------------------------------------
Cash Flows from Investing Activities
Property purchases (7,768) (3,612)
Proceeds from property sales 1,787 697
Acquisition of businesses, less cash acquired (4,253) 0
Other (4,917) (1,002)
- ------------------------------------------------------------------------------------------------------
Net Cash used in Investing Activities (15,151) (3,917)
- ------------------------------------------------------------------------------------------------------
Cash Flows from Financing Activities
Net borrowings under line-of-credit agreements 26,520 (2,920)
Exercise of stock options 1,112 3,849
Dividends paid (3,071) (2,604)
Purchase of treasury shares (1,307) (3,823)
- ------------------------------------------------------------------------------------------------------
Net Cash provided by (used in) Financing Activities 23,254 (5,498)
- ------------------------------------------------------------------------------------------------------
Increase (decrease) in cash
and temporary investments 2,236 (6,018)
Cash and temporary investments
at beginning of period 4,789 10,935
- ------------------------------------------------------------------------------------------------------
Cash and Temporary Investments
at End of Period $ 7,025 $ 4,917
======================================================================================================
Supplemental Cash Flow Information
Cash paid during the period for:
Income taxes $ 8,766 $ 6,194
Interest $ 3,998 $ 4,590
See notes to consolidated financial statements.
</TABLE>
4
<PAGE> 6
<TABLE>
BEARINGS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED SHAREHOLDERS' EQUITY
For the Six Months Ended December 31, 1995 (Unaudited)
and Year Ended June 30, 1995
(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, 1994 11,319 $10,000 $6,962 $165,807 ($32,278)
Net income 16,909
Cash dividends - $.47 per share (5,397)
Purchase of common stock
for treasury (180) (3,874)
Treasury shares issued for:
401-(k) Savings Plan contribution 140 1,124 1,788
Exercise of stock options 225 1,565 2,789
Restricted common stock awards 138 1,232 1,727
Deferred compensation plans 46 428 595
Amortization of restricted common
stock compensation
Other 83
- -----------------------------------------------------------------------------------------------------------------------
Balance at June 30, 1995 11,688 10,000 11,311 177,402 (29,253)
Net income 9,407
Cash dividends - $.26 per share (3,071)
Purchase of common stock
for treasury (55) (1,307)
Treasury shares issued for:
Retirement Savings Plan contribution 80 806 1,015
Exercise of stock options 93 (114) 1,226
Deferred compensation plans 41 373 547
Restricted stock awards 1 13 19
Amortization of restricted common
stock compensation
Other
- -----------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 11,848 $10,000 $12,389 $183,738 ($27,753)
=======================================================================================================================
</TABLE>
See notes to consolidated financial statements.
<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, 1994 $150,491
Net income 16,909
Cash dividends - $.47 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 9,407
Cash dividends - $.26 per share (3,071)
Purchase of common stock
for treasury (1,307)
Treasury shares issued for:
Retirement Savings Plan contribution 1,821
Exercise of stock options 1,112
Deferred compensation plans (920)
Restricted stock awards (32)
Amortization of restricted common
stock compensation 249 249
Other (773) (773)
- -------------------------------------------------------------------------------------------------------------
Balance at December 31, 1995 ($3,119) ($2,416) $172,839
=============================================================================================================
</TABLE>
<PAGE> 7
BEARINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
- ------------------------------------------------------------------------------
1. BASIS OF PRESENTATION
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position as
of December 31, 1995 and June 30, 1995, and the results of operations for the
three months and six months ended December 31, 1995 and 1994, and cash flows
for the six months ended December 31, 1995 and 1994.
The results of operations for the three and six month periods ended December
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.
All share and per share data have been restated to reflect a three for two
stock split effective on December 4, 1995.
Average shares outstanding for the computation of net income per share were as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1995 1994 1995 1994
------------------ ----------------
<S> <C> <C> <C>
11,821 11,562 11,771 11,463
</TABLE>
6
<PAGE> 8
BEARINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
- -------------------------------------------------------------------------------
3. BUSINESS COMBINATIONS
During the quarter ended September 30, 1995 the Company acquired the assets of
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.
4. LONG-TERM COMMITMENT
In October 1995, Prudential Insurance Company of America committed to provide
funding to the Cleveland-Cuyahoga County Port Authority (the Port) in
connection with the Port's construction of the Company's new headquarters
building in Cleveland, Ohio. The Company would be obligated for lease
payments to the Port under this commitment. Alternatively, if the proceeds,
totalling $15,655, are not used by the Port for construction, the Company may
utilize such proceeds under a separate financing agreement for other corporate
purposes or cancel as it deems appropriate.
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 fiscal
year ending June 30, 1996, which will be presented in the notes to financial
statements for the year ending June 30, 1997.
7
<PAGE> 9
BEARINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands) (Unaudited)
- -------------------------------------------------------------------------------
6. RETIREMENT PLAN MERGER
On July 1, 1995, The Bearings, Inc. Employees' Profit-Sharing Trust was merged
into The Bearings, Inc 401(k) Savings Plan. The merged plan is known as The
Bearings, Inc. Retirement Savings Plan.
7. SUBSEQUENT EVENT
On February 9, 1996 the Company exchanged 486 shares of Bearings, Inc. common
stock for Engineered Sales, Inc., a distributor of hydraulic, pneumatic and
electro-hydraulic components, systems and related fluid power engineering
services. The transaction is expected to be accounted for as a pooling of
interests and is not expected to have a material effect on the Company's
operating results.
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 the Company's: (1) financial condition at December
31, 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 $5.9 million in the six months ended
December 31, 1995. This compares to $3.4 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 six
month period ended December 31, 1995 inventories increased approximately $25.9
million to service increased sales volume and to improve customer fill rates.
Accounts receivable decreased by $4.6 million.
Working capital at December 31, 1995 was $151.3 million compared to $153.6
million at June 30, 1995. The current ratio was 2.1 at December 31, 1995 and
2.4 at June 30, 1995. This decrease is primarily due to a portion of long-term
debt becoming current and an increase in short-term notes payable from the
increase in inventory.
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 $106.8 million for the
six months ended December 31, 1995 and $97.9 million during the year ended June
30, 1995. The average effective interest rate on the short-term borrowings for
the six months ended December 31, 1995 increased to 6.55% 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 $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 $45.1 million of borrowings under these short-term bank lines of
credit at December 31, 1995. Unused bank lines of credit of $64.9 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
- -------------------------------------------------------------------------------
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:
Increase (Decrease)
(Dollars in thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
December 31 December 31
1995 and 1994 1995 and 1994
Percent Percent
Amount Change Amount Change
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales $22,021 8.8% $47,871 9.6%
Cost of sales 14,376 7.7% 34,559 9.3%
Selling, distribution and
administrative expenses
4,099 7.4% 6,815 6.1%
Operating income 3,546 46.6% 6,497 45.3%
Interest expense -net 495 27.2% 960 28.5%
Income before income taxes
3,051 52.8% 5,537 50.4%
Income taxes 1,381 56.9% 2,502 54.2%
Net income 1,670 49.8% 3,035 47.6%
</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 December 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, increased from 25.3% to
26.0%.
Selling, distribution and administrative expenses increased by 7.4% from
higher compensation expense due to an increase in the number of associates from
recent acquisitions and higher bad debt expense.
Interest expense-net for the quarter increased by 27.2% from higher short-term
interest rates, increased average borrowing and the amortized expense of
terminating an interest rate swap agreement. During fiscal 1995, the Company
terminated a two year interest rate swap agreement initiated in fiscal 1994.
As of December 31, 1995 deferred interest cost of $.3 million from this
termination remains to be amortized to interest expense over the remainder of
the fiscal year ending June 30, 1996. The Company has no outstanding swap
agreements or other derivative financial instruments at December 31, 1995.
Income taxes as a percentage of income before taxes was 43.1% in the three
months ended December 31, 1995 and 42.0% in the three months ended December 31,
1994.
As a result of the above factors, net income increased by 49.8% compared to the
same quarter of last year. Income per share increased by 44.8% due to an
increase in income and the increase in the average shares outstanding.
Six Months Ended December 31, 1995 and 1994
- -------------------------------------------
Increases in sales for the period were primarily due to volume and price
increases. Gross profit, as a percentage of sales, increased from 25.5% to
25.7%.
Selling, distribution and administrative expenses increased by 6.1% from
higher bad debts, higher compensation expense and hospitalization costs from an
increase in the number of associates due to recent acquisitions.
Interest expense-net for the period increased by 28.5% from higher short-term
interest rates, increased average borrowing and the amortized expense of
terminating an interest rate swap agreement. During fiscal 1995, the Company
terminated a two year interest rate swap agreement initiated in fiscal 1994.
As of December 31, 1995 deferred interest cost of $.3 million from this
termination remains to be amortized to interest expense over the remainder of
the fiscal year ending June 30, 1996. The Company has no outstanding swap
agreements or other derivative financial instruments at December 31, 1995.
11
<PAGE> 13
BEARINGS, INC. AND SUBSIDIARIES
-------------------------------
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION
- -------------------------------------------------------------------------------
Income taxes as a percentage of income before taxes was 43.1% in the six months
ended December 31, 1995 and 42.0% in the six months ended December 31, 1994.
As a result of the above factors, net income increased by 47.6% compared to the
same period last year. Income per share increased by 42.9% due to an increase
in income and the increase in the average shares outstanding.
12
<PAGE> 14
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. ACV 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. In December 1995 an
additional case was filed in the same court naming
Bearings, Inc. as a defendant. 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
LIFE 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
13
<PAGE> 15
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.
(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 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
At the Annual Meeting of Shareholders of the Company held on October
17, 1995, the Shareholders (i) reelected William G. Bares, Russel B.
Every and John J. Kahl as Directors of Class II for a term expiring in
1998, and (ii) ratified the appointment of Deloitte & Touche LLP as
independent auditors of the Company for the fiscal year ending June
30, 1996. Substantially the same information required by this Item 4
was previously reported in Part II, Item 5 "Other Information" of the
Company's Form 10-Q for the quarter ended September 30, 1995.
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).
14
<PAGE> 16
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
10(a) Form of Executive Severance Agreement between the Company
and 7 executive officers (filed as Exhibit 10(b) to
the Bearings, Inc. Annual Report on Form 10-K for the
fiscal year ended June 30, 1989, SEC File No. 1-2299, and
incorporated here by reference), together with schedule
pursuant to Instruction 2 of Item 601(a) of Regulation S-K
identifying the officers and setting forth the material
details in which the agreements differ from the form of
agreement that is filed.
10(b) Form of amendment dated January 17, 1991 amending the
Executive Severance Agreements filed as Exhibit 10(b) to
the Bearings, Inc. Annual Report on Form 10-K for the
fiscal year ended June 30, 1989 (filed as Exhibit 19(a) to
the Bearings, Inc. Form 10-Q for the quarter ended
December 31, 1990, SEC File No. 1-2299, and incorporated
here by reference). The amendment is applicable to all
executive officers named in the schedule filed as part of
Exhibit 10(a) of this Report and that schedule is
incorporated here by reference.
10(c) Bearings, Inc. Supplemental Defined Contribution Plan
(filed as Exhibit 99 to the Company's Registration
Statement on Form S-8 (Registration No. 33-66509)
filed on December 29, 1995, 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
December 31, 1995.
16
<PAGE> 18
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: February 13, 1996 By: /s/ John C. Robinson
--------------------------------
John C. Robinson
President & Chief Operating
Officer
Date: February 13, 1996 By: /s/ John R. Whitten
--------------------------------
John R. Whitten
Vice President-Finance
& Treasurer
17
<PAGE> 19
BEARINGS, INC.
EXHIBIT INDEX
TO FORM 10-Q FOR THE QUARTER ENDED DECEMBER 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)
<PAGE> 20
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).
10(a) Form of Executive Severance Agreement Attached
between the Company and 7 executive
officers (filed as Exhibit 10(b) to the
Bearings, Inc. Annual Report on Form
10-K for the fiscal year ended June 30,
1989, SEC File No. 1-2299, and
<PAGE> 21
incorporated here by reference),
together with schedule pursuant to
Instruction 2 of Item 601(a) of
Regulation S-K identifying the
officers and setting forth the
material details in which the
agreements differ from the form
of agreement that is filed.
10(b) Form of amendment dated January 17,
1991 amending the Executive Severance
Agreements filed as Exhibit 10(b) to
the Bearings, Inc. Annual Report on
Form 10-K for the fiscal year ended
June 30, 1989 (filed as Exhibit 19(a)
to the Bearings, Inc. Form 10-Q for
the quarter ended December 31, 1990,
SEC File No. 1-2299, and incorporated
here by reference). The amendment is
applicable to all executive officers
named in the schedule filed as part of
Exhibit 10(a) of this Report and that
schedule is incorporated here by
reference.
10(c) Bearings, Inc. Supplemental Defined
Contribution Plan (filed as Exhibit 99
to the Company's Registration Statement
on Form S-8 (Registration No. 33-66509)
filed on December 29, 1995, and incorporated
here by reference).
<PAGE> 22
11 Computation of Net Income Per Attached
Share.
27 Financial Data Schedule. Attached
<PAGE> 1
EXHIBIT 10(a)
BEARINGS, INC. FORM 10-Q FOR
QUARTER ENDED DECEMBER 31, 1995
SCHEDULE
The Executive Severance Agreements ("Agreements") presently in
effect for seven (7) executive officers are substantially identical in all
material respects. This revised schedule is included pursuant to Instruction 2
of Item 601(a) of Regulation S-K for the purpose of setting forth the material
details in which the specific Agreements differ from the form of Agreement
filed as Exhibit 10(b) to the Bearings, Inc. Form 10-K for the fiscal year
ended June 30, 1989:
<TABLE>
<CAPTION>
"Base Compensation"
Multiple Pursuant
Name Title to Paragraph 3(b)
- ---- ----- -----------------
<S> <C> <C>
J. C. Dannemiller Chairman & Chief Three (3)
Executive Officer
J. C. Robinson President & Chief Three (3)
Operating Officer
F. A. Martins Vice President- Two (2)
Sales & Marketing
R. C. Shaw Vice President- Two (2)
Communications &
Public Relations
R. C. Stinson Vice President- Two (2)
Administration,
Human Resources,
General Counsel
& Secretary
J. R. Whitten Vice President- Two (2)
Finance & Treasurer
M. O. Eisele Controller Two (2)
</TABLE>
<PAGE> 2
The continuation of employee benefit plans, programs and
arrangements set forth in Paragraph 4 is three (3) years for Messrs.
Dannemiller and Robinson, and two (2) years for the other executive officers
listed.
<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 Six Months Ended
December 31 December 31
1995 1994 1995 1994
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Average Shares Outstanding (B)
------------------------------
1. Average common shares --------- -------- -------- --------
outstanding 11,821 11,562 11,771 11,463
2. Net additional shares
outstanding assuming stock
options exercised and
proceeds used to purchase
treasury stock 294 212 297 218
--------- -------- -------- --------
3. Adjusted average common
shares outstanding for
fully diluted computation 12,115 11,774 12,068 11,681
========= ======== ======== ========
Net Income
----------
4. Net income as reported in
statements of consolidated
income $ 5,023 $ 3,353 $ 9,407 $ 6,372
========= ======== ======== ========
Net Income Per Share (B)
------------------------
5. Net income per average
common share outstanding
(4/1) $ 0.42 $ 0.29 $ 0.80 $ 0.56
========= ======== ======== ========
6. Net income per common
share on a fully
dilutive basis (4/3) $ 0.41 (A) $ 0.28 (A) $ 0.78 (A) $ 0.55 (A)
========= ======== ======== ========
</TABLE>
(A) Fully diluted net income per share is not presented as the dilutive effect
is less than 3%.
(B) All share and per share data have been restated to reflect the three for two
stock split effective December 4, 1995.
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-30-1996
<PERIOD-START> JUL-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 7,025
<SECURITIES> 0
<RECEIVABLES> 143,754
<ALLOWANCES> 3,100
<INVENTORY> 140,283
<CURRENT-ASSETS> 290,440
<PP&E> 141,485
<DEPRECIATION> 61,918
<TOTAL-ASSETS> 390,270
<CURRENT-LIABILITIES> 139,117
<BONDS> 0
<COMMON> 10,000
0
0
<OTHER-SE> 162,839
<TOTAL-LIABILITY-AND-EQUITY> 390,270
<SALES> 545,382
<TOTAL-REVENUES> 545,382
<CGS> 405,276
<TOTAL-COSTS> 405,276
<OTHER-EXPENSES> 117,776
<LOSS-PROVISION> 1,477
<INTEREST-EXPENSE> 4,330
<INCOME-PRETAX> 16,523
<INCOME-TAX> 7,116
<INCOME-CONTINUING> 9,407
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,407
<EPS-PRIMARY> .80
<EPS-DILUTED> .78
</TABLE>
