UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended January 29, 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 1-9411
BAILEY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 13-3229215
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
700 Lafayette Road, P.O. Box 307, Seabrook, NH 03874
(Address of principal executive offices) (Zip Code)
(603) 474-3011
(Registrant's telephone number, including area code)
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 ____
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the last practicable
date.
As of March 9, 1995, the number of shares of $.10 par
value per share common stock outstanding was 5,353,558.
PART 1. - FINANCIAL INFORMATION.
ITEM 1. FINANCIAL STATEMENTS
The condensed consolidated financial statements included herein have
been prepared by Bailey Corporation (the "Company"), without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. While
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, the Company believes that the disclosures made herein are
adequate to make the information presented not misleading. It is
recommended that these condensed statements be read in conjunction with the
financial statements and notes thereto included in the Company's Annual
Report on Form 10-K for the fiscal year ended July 31, 1994.
In the opinion of the Company all adjustments, consisting only of
normal recurring adjustments, necessary to present fairly the financial
position of Bailey Corporation and Subsidiaries as of January 29, 1995, the
results of their operations for the three and six months ended January 29,
1995 and January 30, 1994, and the cash flows for the six months then
ended, have been included.
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BAILEY CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (unaudited)
JANUARY 29, 1995 and JULY 31, 1994
(in thousands)
<TABLE>
Jan 29 Jul 31
1995 1994
------ ------
ASSETS
<S> <C> <C>
Current assets:
Cash $ 331 $ 201
Restricted cash 500 500
Accounts receivable 26,426 19,809
Inventories:
Raw materials 8,864 7,433
Work-in-process 2,812 2,480
Finished goods 4,111 3,548
Tooling 5,828 2,039
------- -------
Total inventories 21,615 15,500
------- -------
Prepaid expenses and other current assets 1,886 1,419
Deferred income taxes 1,142 1,142
------- -------
Total current assets 51,900 38,571
Property, plant and equipment, net 45,474 43,240
Other assets, net 10,558 9,910
------- -------
$107,932 $91,721
======== =======
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___LIABILITIES AND STOCKHOLDERS' EQUITY___
Current liabilities:
Bank overdraft $ 3,707 $ 321
Short-term debt 8,772 3,846
Current portion of long-term debt 2,029 1,690
Accounts payable 25,517 18,554
Accrued liabilities and other current liabilities 4,864 6,468
Income taxes payable 423 126
-------- -------
Total current liabilities 45,312 31,005
Long-term debt, less current portion 35,633 35,438
Other long-term liabilities 2,060 2,104
Deferred income taxes 2,574 2,574
-------- -------
Total liabilities $ 85,579 $71,121
-------- -------
Stockholders' equity:
Common stock 539 538
Additional paid-in capital 13,607 13,587
Retained earnings 8,776 6,781
Minimum pension liability adjustment (306) (306)
Treasury stock (263) -
-------- -------
Total stockholders' equity 22,353 20,600
-------- -------
$107,932 $91,721
======== =======
</TABLE>
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BAILEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
FOR THE THREE AND SIX MONTHS ENDED JANUARY 29, 1995 AND JANUARY 30, 1994
(in thousands, except share and per share data)
<TABLE>
Three Months Ended Six Months Ended
Jan 29 Jan 30 Jan 29 Jan 30
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net sales $41,057 $26,653 $86,234 $53,556
------- ------- ------- -------
Cost and expenses:
Cost of products sold 35,578 22,695 74,015 45,540
Selling, general and administrative expenses 3,702 2,105 7,087 4,087
Operating income 1,777 1,853 5,132 3,929
Interest expense (net) 892 411 1,752 861
------- ------- ------- -------
Income before income taxes 885 1,442 3,380 3,068
Provision for income taxes 363 575 1,385 1,261
------- ------- ------- -------
Net income $ 522 $ 867 $ 1,995 $ 1,807
======= ======= ======= =======
Net income per common share:
Primary $ .10 $ .16 $ .37 $ .34
Fully diluted $ .10 $ .16 $ .35 $ .34
Weighted average shares outstanding:
Primary 5,440,000 5,551,000 5,457,000 5,253,000
Fully diluted 6,409,000 5,693,000 6,427,000 5,443,000
</TABLE>
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BAILEY CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
FOR THE SIX MONTHS ENDED JANUARY 29, 1995 AND JANUARY 30, 1994
(in thousands)
<TABLE>
Six Months Ended
Jan 29 Jan 30
1995 1994
------ ------
<S> <C> <C>
Cash flows from operating activities:
Net income $1,995 $ 1,807
------ -------
Adjustments to reconcile net income to cash
used in operating activities:
Depreciation and amortization 2,667 1,544
Gain on disposal of property, plant and equipment - 18
Deferred income taxes - 541
Gain on early payment of debt - (165)
Change in assets and liabilities net of effects
of acquisitions:
Increase in accounts receivable (6,617) (789)
Increase in inventories (6,115) (2,887)
(Increase) decrease in prepaid expenses and
other current assets (467) 252
Increase in other assets - net (690) (723)
Increase in accounts payable 6,963 1,191
Decrease in accrued liabilities and other
current liabilities (1,604) (661)
Increase (decrease) in income taxes payable 297 (1,078)
Decrease in other liabilities (44) (382)
------ ------
Net cash used in operating activities (3,615) (1,332)
------ ------
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Cash flows from investing activities:
Capital expenditures (3,566) (2,427)
------ ------
Net cash used in investing activities (3,566) (2,427)
------ ------
Cash flows from financing activities:
Increase (decrease) in short-term debt (including
bank overdrafts), net 8,312 (2,479)
Payments on long-term debt and capital leases (759) (4,083)
Purchase of treasury stock (263) -
Proceeds from issuance of common stock - 10,605
Proceeds from exercise of stock options 21 165
------ ------
Net cash provided by financing activities 7,311 4,208
------ ------
Net increase in cash 130 449
Cash, beginning of period 201 256
------ -------
Cash, end of period $ 331 $ 705
====== =======
Cash paid for:
Interest $1,503 $ 861
Income taxes 799 1,890
Supplemental disclosures:
Gain on debt extinguishment $ - $ 165
Assets acquired under capitalized leases 1,293 209
</TABLE>
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS:
SECOND QUARTER FISCAL 1995 VS SECOND QUARTER FISCAL 1994
Net sales for the second quarter ended January 29, 1995 increased
$14.4 million, or 53.9%, to $41.1 million compared to $26.7 million in the
second quarter of fiscal 1994. The increased sales are net of certain planned
price decreases that were in effect during the period this year compared to the
second quarter of the prior year. Contributing to the sales increase was $14.2
million of sales of the product lines acquired in the July 1994 purchase of
assets of Premix/E.M.S. Inc. (the "Premix/EMS Acquisition"), plus $1.6 million
of new products introduced since the beginning of the fiscal year and a $3.1
million increase in sales of certain products carried over from the prior year.
These increases were offset by a $2.5 million period-to-period sales decrease
related to certain other carry-over products, and the elimination of $2.0
million of sales related to the Tempo/Topaz program which phased out during the
latter half of fiscal 1994.
While sales increased in the second quarter of fiscal 1995 over the second
quarter of fiscal 1994, second quarter 1995 sales nevertheless reflected a
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softening of customer production schedules and delayed new product launches
during the period. Accordingly, net sales in the fiscal quarter ended Jan-
uary 29, 1995 were 9.1% lower than the $45.2 million of sales reported for
the preceding first quarter of fiscal 1995.
Gross Profit in the second quarter ended January 29, 1995 increased $1.52
million, or 38.4%, to $5.48 million compared to $3.96 million in the second
quarter of fiscal 1994. This increase was primarily due to higher sales volume
compared to the same period of the prior year. As a percentage of net sales,
however, gross profit for the second quarter declined to 13.3% from 14.9% in the
second quarter of the prior year. Contributing to the contraction of gross
margin were the aforementioned price decreases, changes in the product mix
toward components with lower gross margins including the product lines acquired
in the Premix/EMS Acqusition, and costs associated with product launches that
were subject to customer delays during the quarter.
Selling, general and administrative expenses in the second quarter ended
January 29, 1995 increased $1.6 million, or 75.8%, to $3.7 million compared to
$2.1 million in the second quarter of fiscal 1994. The increase was attribu-
table to planned increases in engineering, design and program management acti-
vities and the inclusion this year of the operations acquired in the Premix/EMS
Acquisition. As a percentage of net sales, selling, general and administrative
expenses were 9.0% in the second quarter compared to 7.9% in the second quarter
of fiscal 1994.
Interest expense for the second quarter ended January 29, 1995 increased
$481,000, or 117%, to $892,000 compared to $411,000 in the second quarter of
fiscal 1994. The increase was attributable to the inclusion of interest on
additional debt this year that resulted from the Premix/EMS Acquisition.
The Company's effective tax rate was 41% in the second fiscal quarter
of 1995 compared to 40% in the second fiscal quarter of 1994.
Net income in the second quarter ended January 29, 1995 declined $345,000,
or 39.8%, to $522,000 compared to $867,000 in the second quarter of the prior
year. The decrease is primarily attributable to the reduced rate of gross
margin on net sales in the period. As a percentage of net sales, net income in
the second quarter of fiscal 1995 decreased to 1.3% compared to 3.3% in the
second quarter of fiscal 1994. Net income per fully diluted share declined
37.5% to $.10 in the second quarter of fiscal 1995. Fully diluted share
amounts reflect a 12.6% increase in shares outstanding calculated on a weighted
average of 6,409,000 shares outstanding in the fiscal 1995 period compared to
5,693,000 in the same period of the prior year.
FIRST SIX MONTHS FISCAL 1995 VS FIRST SIX MONTHS FISCAL 1994
Net sales in the six months ended January 29, 1995 increased $32.6 mil-
lion, or 60.8%, to $86.2 million compared to $53.6 million in the first six
months of fiscal 1994. The increased sales are net of planned price decreases
that were effected during the period. The sales increase was made up of $28.5
million of sales of the product lines acquired in the Premix/EMS Acquisition,
plus $1.8 million of new products introduced since the beginning of the fiscal
year, and a $10.5 million increase in sales of certain products carried over
from the prior year. These increases were offset by a $3.1 million period-to-
period sales decrease related to certain other carry-over products and the
elimination of $5.1 million of sales related to the Tempo/Topaz program which
phased out during the latter half of the prior fiscal year.
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Gross profit for the six months ended January 29, 1995 increased $4.2
million, or 52.4%, to $12.2 million compared to $8.0 million in the fiscal 1994
six months. The increase was due in most part to the higher sales volume this
year compared to the corresponding period last year. Gross profit as a percent-
age of net sales in the first months of fiscal 1995 declined to 14.2% from
15.0% in the same period of the prior year. This contraction of gross margin is
attributable to price decreases that took effect during the first six months,
changes in product mix toward components with lower gross margins including the
product line acquired in the Premix/EMS Acquisition and certain product launch
costs incurred during the period.
Selling, general and administrative expenses in the six months ended Jan-
uary 29, 1995 increased $3.0 million, or 73.3%, to $7.09 million compared to
$4.09 million in the fiscal 1994 six months. The increase reflects planned
additions to engineering, design and program management activities and addi-
tions resulting from the Premix/EMS Acquisition. As a percentage of net sales,
selling, general and administrative expenses were 8.2% in the first six months
compared to 7.6% in the same period of the prior year.
Interest expense in the six months ended January 29, 1995 increased
$891,000, or 103%, to $1.75 million compared to $861,000 in the 1994 fiscal six
months. The increase was attributable to the addition of the Premix/EMS Acqui-
sition debt.
For the first six months of fiscal 1995 and the first six months of the
prior fiscal year the Company's effective tax rate was 41%.
Net income for the six months ended January 29, 1995 increased $188,000, or
10.4%, to $2.0 million ($.35 per fully diluted share) compared to $1.8 million
($.34 per fully diluted share) in the same period of the prior year. Fully
diluted per share amounts reflect an 18.1% increase in shares outstanding cal-
culated on a weighted average of 6,427,000 shares outstanding in the fiscal 1995
six months compared to 5,443,000 shares outstanding in the same period of fiscal
1994.
LIQUIDITY AND CAPITAL RESOURCES
During the first six months of fiscal 1995 ended January 29, 1995 cash flow
- defined as the sum of net income plus depreciation and amortization - totaled
$4.66 million while capital expenditures, including assets acquired under cap-
italized leases, totaled $4.86 million.
Also, during the first six months, increased levels of operating activi-
ties resulted in increased investments in working capital assets, primarily
accounts receivable, raw material inventories and tooling inventories. The
tooling inventory increase was associated with development of molds and second-
ary equipment for new product programs to be launched later in the fiscal year.
These investments were funded primarily by utilization of the line-of-
credit available under the Company's bank credit agreement, increases in
accounts payable, and lease financing.
During the first six months, in accordance with a previously announced
share re-purchase plan, the Company bought back 40,000 shares of its $.10 par
value common stock at an average purchase price of $6.574 per share. Addi-
tional purchases may be made from time to time in the future consistent with
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the judgment of the Company as to market conditions and the availability of
funds for this purpose.
Considering funds currently available, expected cash flow from operations
and the availability of credit under bank credit and leasing facilities, the
Company anticipates sufficient financial resources to meet its requirements for
at least the next twelve months.
PART II. - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On November 15, 1994, Judge Stephen McAuliffe of the United States District
Court for the District of New Hampshire entered a judgment in favor of the
Company in VICKI MATCH SUNA AND LORI ROSEN V. BAILEY CORPORATION, granting the
Company's motion to dismiss the action. The plaintiffs have since filed a
motion to vacate the judgment, reopen the case, amend the complaint and add
additional defendants. The Company has opposed this motion, and the court has
not issued a decision.
With respect to other legal proceedings, reference is made to the Company's
Annual Report on Form 10-K for the fiscal year ended July 31, 1994, filed with
the Securities and Exchange Commission on October 31, 1994.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibit Index is set forth below.
(b) None.
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<TABLE>
___EXHIBIT INDEX___
<CAPTION>
_EXHIBIT_ _TITLE_ _METHOD OF FILING_
_No._
<S> <C> <C> <C>
3.1 Certificate of Incorporation Incorporated by
reference from Form
10-K, Exhibit 3.01 filed on October 24, 1992
3.2 Bylaws Incorporated by
reference from Form
10-K, Exhibit 3.02 filed October 24, 1992
10.01 Amended and Restated Agreement of Purchase Incorporated by
and Sale, dated May 5, 1992, and effective reference from Form
as of April 9, 1992 8-K, Exhibit 2.01 filed on July 13, 1992
10.02 Subordinated Debenture due June 25, 1995, in Incorporated by
the amount of $200,000 issued to Anthony A. reference from Form
Martino 8-K, Exhibit 4.01 filed on July 13, 1992
10.03 Warrant to Purchase 50,000 Shares of Common Incorporated by
Stock of Bailey Corporation dated June 26, reference from Form
1992, as issued to Anthony A. Martino 8-K, Exhibit 4.02 filed on July 13, 1992
10.04 Subordinated Debenture due June 26, 1995, in Incorporated by
the amount of $50,000 issued to Allan B. reference from Form
Freedman 8-K, Exhibit 4.03 filed on July 13, 1992
10.05 Warrant to Purchase 12,500 Shares of Common Incorporated by
Stock of Bailey Corporation dated June 26, reference from Form
1992, as issued to Allan B. Freedman 8-K, Exhibit 4.04 filed on July 13, 1992
10.06 Subordinated Debenture due June 26, 1995, in Incorporated by
the amount of $50,000 issued to self-directed reference from Form
pension account FBO Roger R. Phillips 8-K, Exhibit 4.05 filed on July 13, 1992
10.07 Subordinated Debenture due June 26, 1995, in Incorporated by
the amount of $50,000 issued to William A. reference from Form
Taylor 8-K, Exhibit 4.06 filed on July 13, 1992
10.08 Subordinated Debenture due June 29, 1995, in Incorporated by
the amount of $50,000 issued to self-directed reference from Form
pension account FBO Roger R. Phillips 8-K, Exhibit 4.07 filed on July 13, 1992
10.09 Subordinated Debenture due June 26, 1995, in Incorporated by
the amount of $50,000 issued to Louis T. Enos reference from Form
8-K, Exhibit 4.08 filed on July 13, 1992
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10.10 Subordinated Debenture due June 26, 1995, in Incorporated by
the amount of $50,000 issued to John G. Owens reference from Form
8-K, Exhibit 4.09 filed on July 13, 1992
10.11 Subordinated Debenture due June 26, 1995, in Incorporated by
the amount of $50,000 issued to E Gordon Young reference from Form
8-K, Exhibit 4.10 filed on July 13, 1992
10.12 Conformed copy of Subordinated Debenture Incorporated by
Purchase Agreement entered into by Louis T. reference from Form
Enos, John G. Owens, and E Gordon Young with 8-K, Exhibit 4.11
Bailey Corporation filed on July 13, 1992
10.13 Conformed copy of Subordinated Debenture and Incorporated by
Warrant Purchase Agreement entered into by reference from Form
Allan B. Freedman, Anthony A. Martino, Orion 8-K, Exhibit 4.12
Group Money Purchase Plan FBO Roger R. filed on July 13, 1992
Phillips and William A. Taylor with Bailey
Corporation
10.14 Warrant to Purchase 115,794 Shares of Common Incorporated by
Stock of Bailey Corporation issued to Heller reference from Form
Financial, Inc. dated November 16, 1988 10-K, Exhibit 4.13 filed October 24, 1992
10.15 Stock and Note Purchase Agreement dated April Incorporated by
13, 1993 reference from
Registration
Statement on Form S-3,
Registration No. 33-62698
10.16 Form of 9% Convertible Subordinated Promissory Incorporated by
Note Due 2000 reference from
Registration
Statement on Form S-3
Registration No. 33-62698
10.17 Lease between Rall Leasing, Ltd. (Landlord) Incorporated by
and Bailey Corporation (Tenant) for premises reference from Form
located in Cuba, Missouri, dated November 1, 10-K, Exhibit 10.01
1985, together with Assignment by Rall filed on October 24, 1992
Leasing, Ltd. to Rall Leasing Associates
10.18 Bailey Corporation 1986 Incentive Stock Option Incorporated by
Plan reference from Form
10-K, Exhibit 10.02 filed on October 24, 1992
10.19 Lease for Dearborn, Michigan, premises dated Incorporated by
December 11, 1991, between Ford Motor Land reference from Form
Development Corporation and Bailey 10-K, Exhibit 10.03
Manufacturing Corporation filed on October 24, 1992
10.20 Long-Term Agreement between Ford Motor Company Incorporated by
and Bailey Manufacturing Corporation dated reference from Form
June 24, 1992, and effective for the term 10-K, Exhibit 10.04
August 1, 1992, to December 31, 1995 filed on October 24, 1992
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10.21 Employment and Option Agreement between Bailey Incorporated by
Transportation Products, Inc. and Anthony A. reference from Form
Martino dated as of June 26, 1992 8-K, Exhibit 28.1 filed on July 13, 1992
10.22 Non-Negotiable Working Capital Note dated June Incorporated by
26, 1992, in the amount of $500,000 from reference from Form
Bailey Transportation Products, Inc. and 8-K, Exhibit 28.2
payable to TransPlastics, Inc. filed on July 13, 1992
10.23 Non-Negotiable Purchase Note dated June 26, Incorporated by
1992, in the amount of $1,868,953 from Bailey reference from Form
Transportation Products, Inc. and payable to 8-K, Exhibit 28.3
TransPlastics, Inc. filed on July 13, 1992
10.24 Trust Agreement dated as of April 1, 1988, Incorporated by
between the State of Ohio and The Provident reference from Form
Bank, Trustee 10-K, Exhibit 10.08 filed on October 24, 1992
10.25 Twenty-Eighth Supplemental Trust Agreement Incorporated by
dated as of July 1, 1992, between the State of reference from Form
Ohio and The Provident Bank, Trustee 10-K, Exhibit 10.09 filed on October 24, 1992
10.26 Ohio State Economic Development Revenue Bond Incorporated by
in the amount of $3,170,000 as issued to The reference from Form
Prudential Insurance Company of America 10-K, Exhibit 10.10 filed on October 24, 1992
10.27 Guaranty Agreement dated as of July 1, 1992, Incorporated by
among Bailey Corporation, Bailey reference from Form
Transportation Products, Inc., and The 10-K, Exhibit 10.11
Provident Bank, Trustee filed on October 24, 1992
10.28 Lease dated July 1, 1992, between the Director Incorporated by
of Development of the State of Ohio and Bailey reference from Form
Transportation Products, Inc. 10-K, Exhibit 10.12 filed on October 24, 1992
10.29 Amended and Restated Credit Agreement among Incorporated by
BayBank, Bailey Corporation, and Bailey reference from Form
Manufacturing Corporation dated April 30, 1992 10-K, Exhibit 10.13 filed on October 24, 1992
10.30 First Amendment to Amended and Restated Credit Incorporated by
Agreement among BayBank, Bailey Corporation, reference from Form
and Bailey Manufacturing Corporation dated 10-K, Exhibit 10.14
June 26, 1992 filed on October 24, 1992
10.31 Second Amendment to Amended and Restated Incorporated by
Credit Agreement among BayBank, Bailey reference from
Corporation, and Bailey Manufacturing Registration
Corporation dated July 26, 1992 Statement on Form S-2,
Registration No. 33-66244
10.32 Third Amendment to Amended and Restated Credit Incorporated by
Agreement among BayBank, Bailey Corporation, reference from
and Bailey Manufacturing Corporation dated Registration
January 29, 1993 Statement on Form S-2,
Registration No. 33-66244
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10.33 Consent and Fourth Amendment to Amended and Incorporated by
Restated Credit Agreement among BayBank, reference from
Bailey Corporation, and Bailey Manufacturing Registration
Corporation dated July 1, 1993 Statement on Form S-2,
Registration No. 33-66244
10.34 Loan Agreement dated as of July 29, 1992, Incorporated by
between the Director of Development of the reference from Form
State of Ohio and Bailey Transportation 10-K, Exhibit 10.15
Products, Inc. filed on October 24, 1992
10.35 Promissory Note dated July 29, 1992, in the Incorporated by
principal amount of $1,000,000 from Bailey reference from Form
Transportation Products, Inc. payable to the 10-K, Exhibit 10.16
Director of Development of the State of Ohio filed on October 24, 1992
10.36 Subordination Agreement dated as of July 26, Incorporated by
1992, among Bailey Transportation Products, reference from Form
Inc., the Director of Development of the State 10-K, Exhibit 10.17
of Ohio, The Provident Bank, Trustee, and filed on October 24, 1992
Ashtabula County 503 Corporation
10.37 Guaranty dated as of July 29, 1992, by Bailey Incorporated by
Corporation to the Director of Development of reference from Form
the State of Ohio 10-K, Exhibit 10.18 filed on October 24, 1992
10.38 Bill of Sale from Bailey Corporation and Incorporated by
Bailey Manufacturing Corporation to Anthony A. reference from Form
Martino for one Farrel Injection Molding 10-K, Exhibit 10.19
Machine dated August 17, 1992 filed on October 24, 1992
10.39 Lease and Security Agreement for Farrel Incorporated by
Injection Molding Machine between Anthony A. reference from Form
Martino (Lessor) and Bailey Transportation 10-K, Exhibit 10.20
Products, Inc. (Lessee) dated August 17, 1992 filed on October 24, 1992
10.40 Lease and Security Agreement for Farrel Incorporated by
Injection Molding Machine between Anthony A. reference from
Martino (Lessor) and Bailey Transportation Registration
Products, Inc. (Lessee) dated November 19, Statement on Form S-2,
1992 Registration No. 33-66244
10.41 Lease and Security Agreement for Farrel Incorporated by
Injection Molding Machine between Anthony A. reference from
Martino (Lessor) and Bailey Transportation Registration
Products, Inc. (Lessee) dated March 1, 1993 Statement on Form S-2,
Registration No. 33-66244
10.42 Agreement for Purchase and Sale of Assets Incorporated by
between Bailey Corporation, Bailey reference from
Manufacturing Corporation and The Boler Registration
Company regarding Bailey Corporation's Statement on Form S-2,
purchase of the assets and business of the Registration No. 33-66244
Contour division of The Boler Company, dated
July 1, 1993
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10.43 Indemnification Agreement between Bailey Incorporated by
Corporation, Bailey Manufacturing Corporation, reference from
and The Boler Company, dated July 1, 1993 Registration
Statement on Form S-2,
Registration No. 33-66244
10.44 Non-Negotiable Fixed Asset Note in the amount Incorporated by
of $5,046,730 given by Bailey Corporation and reference from
Bailey Manufacturing Corporation to The Boler Registration
Company, dated July 1, 1993 Statement on Form S-2,
Registration No. 33-66244
10.45 Non-Negotiable Working Capital Promissory Note Incorporated by
in the amount of $1,174,606 given by Bailey reference from
Corporation and Bailey Manufacturing Registration
Corporation to The Boler Company, dated July Statement on Form S-2,
1, 1993 Registration No. 33-66244
10.46 Security Agreement made by Bailey Incorporated by
Manufacturing Corporation in favor of The reference from
Boler Company, dated July 1, 1993 Registration
Statement on Form S-2,
Registration No. 33-66244
10.47 Remediation Agreement executed by The Boler Incorporated by
Company. in favor of Bailey Corporation and reference from
Bailey Manufacturing Corporation dated July 1, Registration
1993 Statement on Form S-2,
Registration No. 33-66244
10.48 Form of Option Agreement between Bailey Incorporated by
Corporation and Roger R. Phillips reference from Form
10-K, Exhibit 10.48 filed on October 29, 1993
10.49 Form of Employment Agreement between Bailey Incorporated by
Corporation and Roger R. Phillips reference from Form
10-Q, Exhibit 10.49 filed on March 14, 1994
10.50 Form of Employment Agreement between Bailey Incorporated by
Corporation and William A. Taylor reference from Form
10-Q, Exhibit 10.50 filed on March 14, 1994
10.51 Form of Noncompetition Agreement between Incorporated by
Bailey Corporation and Roger R. Phillips reference from Form
10-Q, Exhibit 10.51 filed on March 14, 1994
10.52 Form of Noncompetition Agreement between Incorporated by
Bailey Corporation and William A. Taylor reference from Form
10-Q, Exhibit 10.52 filed on March 14, 1994
10.53 Form of Noncompetition Agreement between Incorporated by
Bailey Corporation and Louis T. Enos reference from Form
10-Q, Exhibit 10.53 filed on March 14, 1994
10.54 Form of Noncompetition Agreement between Incorporated by
Bailey Corporation and Allan B. Freedman reference from Form
10-Q, Exhibit 10.54 filed on March 14, 1994
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<PAGE>
10.55 Form of Noncompetition Agreement between Incorporated by
Bailey Corporation and John G. Owens reference from Form
10-Q, Exhibit 10.55 filed on March 14, 1994
10.56 Form of Noncompetition Agreement between Incorporated by
Bailey Corporation and E Gordon Young reference from Form
10-Q, Exhibit 10.49 filed on March 14, 1994
10.57 Asset Purchase and Sale Agreement between Incorporated by
Bailey Corporation and Premix/E.M.S. Inc., reference to Exhibit
dated as of July 31, 1994 2.1 to Current
Report on Form 8-K filed on August 18, 1994
10.58 Secured Promissory Note by Bailey Corporation Incorporated by
in favor of Premix/E.M.S. Inc., dated August reference from Form
3, 1994 10-K, Exhibit 10.58 filed on October 31, 1994
10.59 8% Convertible Debenture due 1999 by Bailey Incorporated by
Corporation in favor of Premix/E.M.S. Inc., reference from Form
dated August 3, 1994 10-K, Exhibit 10.59 filed on October 31, 1994
10.60 Purchase Money First Mortgage and Security Incorporated by
Agreement by Bailey Corporation in favor of reference from Form
Premix/E.M.S. Inc., dated as of July 31, 1994, 10-K, Exhibit 10.60
with respect to Lancaster, Ohio site filed on October 31, 1994
10.61 Purchase Money First Mortgage and Security Incorporated by
Agreement by Bailey Corporation in favor of reference from Form
Premix/E.M.S. Inc. dated as of July 31, 1994, 10-K, Exhibit 10.61
with respect to Hartford City, Indiana site filed on October 31, 1994
10.62 Purchase Money First Mortgage and Security Incorporated by
Agreement by Bailey Corporation in favor of reference from Form
Premix/E.M.S. Inc., dated as of July 31, 1994, 10-K, Exhibit 10.62
with respect to Portland, Indiana site filed on October 31, 1994
10.63 Non-Environmental Indemnification Agreement Incorporated by
between Bailey Corporation and Premix/E.M.S. reference from Form
Inc., dated as of July 31, 1994 10-K, Exhibit 10.63 filed on October 31, 1994
10.64 Environmental Indemnification Agreement Incorporated by
between Bailey Corporation and Premix/E.M.S. reference from Form
Inc., dated as of July 31, 1994 10-K, Exhibit 10.64 filed on October 31, 1994
10.65 Fifth Amendment to Amended and Restated Credit Incorporated by
Agreement among BayBank, Bailey Corporation, reference from Form
Bailey Manufacturing Corporation, and Bailey 10-K, Exhibit 10.65
Transportation Products, Inc., dated as of filed on October 31, 1994
July 29, 1994
10.66 Amended and Restated Revolving Note by Bailey Incorporated by
Corporation, Bailey Manufacturing Corporation, reference from Form
and Bailey Transportation Products, Inc., in 10-K, Exhibit 10.66
favor of BayBank, dated July 29, 1994 filed on October 31, 1994
----------------------------------------------------------------------------------------------------------------
<PAGE>
10.67 Term Note by Bailey Corporation, Bailey Incorporated by
Manufacturing Corporation, and Bailey reference from Form
Transportation Products, Inc., in favor of 10-K, Exhibit 10.67
BayBank, dated July 29, 1994 filed on October 31, 1994
10.68 Amended and Restated Security Agreement by Incorporated by
Bailey Corporation in favor of BayBank, dated reference from Form
as of July 29, 1994 10-K, Exhibit 10.68 filed on October 31, 1994
10.69 Amended and Restated Security Agreement by Incorporated by
Bailey Manufacturing Corporation in favor of reference from Form
BayBank, dated as of July 29, 1994 10-K, Exhibit 10.69 filed on October 31, 1994
10.70 Security Agreement by Bailey Transportation Incorporated by
Products, Inc., in favor of BayBank, dated as reference from Form
of July 29, 1994 10-K, Exhibit 10.70 filed on October 31, 1994
10.71 Recission Agreement between Bailey Corporation Incorporated by
and Louis T. Enos, dated as of September 28, reference from Form
1994, with respect to Noncompetition Agreement 10-K, Exhibit 10.71
between Bailey Corporation and Louis T. Enos, filed on October 31, 1994
dated as of February 14, 1994
10.72 Recission Agreement between Bailey Corporation Incorporated by
and Allan B. Freedman, dated as of September reference from Form
28, 1994, with respect to Noncompetition 10-K, Exhibit 10.72
Agreement between Bailey Corporation and Allan filed on October 31, 1994
B. Freedman, dated as of February 14, 1994
10.73 Recission Agreement between Bailey Corporation Incorporated by
and John G. Owens, dated as of September 28, reference from Form
1994, with respect to Noncompetition Agreement 10-K, Exhibit 10.73
between Bailey Corporation and John G. Owens, filed on October 31, 1994
dated as of February 14, 1994
10.74 Recission Agreement between Bailey Corporation Incorporated by
and E Gordon Young, dated as of September 28, reference from Form
1994, with respect to Noncompetition Agreement 10-K, Exhibit 10.74
between Bailey Corporation and E Gordon Young, filed on October 31, 1994
dated as of February 14, 1994
11.1 Computation of Net Income Per Share Filed herewith
(included in
Condensed
Consolidated
Statements of
Operations for the
three months ended
January 29, 1995
and January 30, 1994)
21.1 Subsidiaries of Bailey Corporation Incorporated by
reference from Form
10-K, Exhibit 21.1 filed on October 31, 1994
</TABLE>
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
___BAILEY CORPORATION___
Registrant
Date: March 14, 1995 ___Leonard J. Heilman___
Executive Vice President--
Finance and Administration,
Treasurer and Assistant
Secretary (principal financial
and accounting officer)
