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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
---
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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 1-4801
BARNES GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware 06-0247840
-------- ----------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
123 Main Street, Bristol, Connecticut 06011-0489
------------------------------------- ----------
(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (860) 583-7070
-------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
------------------- -----------------------------------------
Common Stock, $0.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: NONE
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 ___
---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. _____
The aggregate market value of the registrant's voting stock held by
non-affiliates amounted to $274,819,573 as of January 31, 2001. The registrant
had outstanding 18,609,926 shares of common stock as of January 31, 2001.
Documents Incorporated by Reference:
Parts I and II incorporate information by reference from the registrant's 2000
Annual Report to Stockholders. Part III incorporates information by reference
from the registrant's Proxy Statement dated March 15, 2001.
PART I
Item 1. Business.
---------
The Company was organized as a Delaware corporation in 1925. The
Company is comprised of three business segments: Associated Spring, a
manufacturer of precision mechanical and nitrogen gas springs, manifold systems
and other close-tolerance engineered metal components; Barnes Aerospace, a
manufacturer of precision machined and fabricated components and assemblies for
the aerospace industry and a provider of jet engine component overhaul and
repair services; and Barnes Distribution, formerly known as Bowman Distribution,
a distributor of maintenance, repair, and operating supplies and engineered
metal components. Barnes Distribution also provides logistics management
services for industrial, heavy equipment, and transportation maintenance
markets.*
Associated Spring. Associated Spring manufactures a wide variety of
-----------------
precision springs. Associated Spring is equipped to produce virtually every type
of precision spring, from fine hairsprings for electronics and instruments to
large heavy-duty springs for machinery. Nearly all of Associated Spring's
products, which are manufactured in plants located on four continents, are
highly engineered custom solutions, with order sizes ranging from just a few
units to several million. These products are made of various metals, and are
purchased primarily by durable goods manufacturers in industries such as farm
equipment, telecommunications, home appliances, electronics and transportation.
Associated Spring also manufactures nitrogen gas springs and manifold
systems used to precisely control stamping presses utilized in metal forming
industries.
Through Associated Spring's ability to conduct product design and
development, physical product and material testing, rapid prototyping and
reduction of manufacturing-cycle times, the Company provides complete
engineering solutions from concept to manufacturing. Associated Spring's
precision mechanical and nitrogen gas springs are sold in the United States and
through the Company's foreign subsidiaries to manufacturers in many industries,
chiefly for use as components in their own products. Precision springs are sold
primarily through Associated Spring's sales employees.
Associated Spring's customer base is large and diverse, including
manufacturers of industrial and textile machinery, motors, generators,
electronic equipment, aircraft, household appliances and fixtures, hardware,
office equipment, agricultural equipment, railroad equipment, general machinery,
scientific instruments, light vehicles and heavy trucks.
____________________
*As used in this annual report, "Company" refers to the registrant and its
consolidated subsidiaries except where the context requires otherwise, and
"Associated Spring," "Barnes Aerospace," and "Barnes Distribution" refer to the
above-defined businesses, but not to separate corporate entities.
1
Associated Spring has manufacturing operations in the United States,
Brazil, Canada, China, Mexico, Singapore, and Sweden. The Company has retained a
minority interest of 15% in its former subsidiary in Argentina.
The Company owns a 45% minority interest in a joint venture
corporation in the United States with NHK Spring Co., Ltd. of Japan. The joint
venture corporation, NHK-Associated Spring Suspension Components Inc. ("NASCO"),
manufactures suspension springs at its facility in Bowling Green, Kentucky.
Barnes Aerospace. Barnes Aerospace is a worldwide producer of
----------------
precision machined and fabricated components and assemblies for original
equipment manufacturer (OEM) turbine engine and airframe builders, and provides
jet engine component overhaul and repair services for many of the world's major
commercial airlines. Barnes Aerospace products and services are sold primarily
through Barnes Aerospace's sales employees.
Barnes Aerospace's machining operations, with facilities in
Connecticut, Arizona, and Mexico, produce critical engine parts through
processes such as electrical discharge machining, laser drilling, and multi-axis
milling and turning. Customers include gas turbine engine manufacturers for
commercial and military jets as well as land-based turbines.
Barnes Aerospace's fabrication operations, located in Ohio, Michigan,
Utah, and Mexico, specialize in hot and cold forming of complex parts made from
titanium and other aerospace alloys. Additional capabilities include
superplastic forming and diffusion bonding, and machining of aluminum and other
sheet metal products. Customers of the fabrication operations include airframe
and gas turbine engine manufacturers for commercial and military jets.
Barnes Aerospace's overhaul and repair facilities, located in
Connecticut, Ohio, and Singapore, specialize in the refurbishment of jet engine
components such as cases, rotating air seals, honeycomb air seals and housings.
Processes performed at these facilities include electron beam welding, plasma
coating, vacuum brazing, and water jet cleaning. Customers include worldwide
major airlines and engine overhaul businesses and the United States military.
Barnes Distribution. Barnes Distribution has been an industry leader
-------------------
in the distribution of maintenance, repair, and operating (MRO) supplies since
1927, and has grown into one of the world's largest MRO distributors and
international logistics management service businesses. Barnes Distribution has
four operating units: Bowman Distribution, Curtis Industries, Raymond
Distribution, and Mechanics Choice.
Bowman, Curtis and Mechanics Choice distribute a wide variety of
replacement parts and other products, and provide related inventory management
and logistics services. These products include, among many others, fasteners,
special purpose hardware, electric and gas welding supplies, hydraulics,
chemicals, and security products. Raymond distributes die and nitrogen gas
springs, as well as standard parts such as coil and flat springs, the majority
of which are manufactured by Associated Spring. With the exception of springs
from Associated Spring, the products sold by
2
Barnes Distribution are generally not manufactured by the Company, but are
obtained from a number of outside suppliers.
Barnes Distribution's products are sold in the United States, Canada,
Mexico, the United Kingdom, Ireland, France, and Brazil through a sales force of
over 1,000 people, and in many other countries through distributors. Barnes
Distribution's customers range from small automobile dealers and truck repair
shops to the largest railroads, utilities, and vehicle fleet operators.
Segment Analysis. The analysis of the Company's revenue from sales to
----------------
unaffiliated customers, operating profit and assets by business segment as well
as revenues from sales to unaffiliated customers and long-lived assets by
geographic area appearing on pages 20 through 22 of the Company's 2000 Annual
Report to Stockholders, included as Exhibit 13 to this report, is incorporated
by reference.
Competition. The Company competes with many other companies, large
-----------
and small, engaged in the manufacture and sale of custom metal parts (including
aerospace components). The Company believes Associated Spring is the largest
manufacturer of precision springs in North America and one of the largest in the
world. The Company also faces active competition in the products sold by Barnes
Distribution. The principal methods of competition for the Company's three
businesses include service, quality, price, reliability of supply, technology,
innovation, and also, in the case of Associated Spring and Barnes Aerospace,
design.
Backlog. The backlog of the Company's orders believed to be firm
-------
amounted to $202,667,000 at the end of 2000, as compared with $135,647,000 at
the end of 1999. Of the 2000 year-end backlog, $144,923,000 is attributable to
the Barnes Aerospace and all of the balance is attributable to Associated
Spring. $23,130,000 of Barnes Aerospace's backlog is not expected to be shipped
in 2001. Substantially all of the remainder of the Company's backlog is expected
to be shipped during 2001.
Raw Materials and Customers. None of the Company's divisions or
---------------------------
segments is dependent upon any single source for any of its principal raw
materials or products for resale, and all such materials and products are
readily available. No one customer accounted for more than 10% of total sales in
2000. Automotive manufacturers and manufacturers of electronic products are
important customers of Associated Spring. Sales by Barnes Aerospace to four
manufacturers in the aerospace industry accounted for approximately 55% of its
business. Barnes Distribution is not dependent on any one or a few customers for
a significant portion of its sales.
Research and Development. Although most of the products manufactured
------------------------
by the Company are custom parts made to customers' specifications, the Company
is engaged in continuing efforts aimed at discovering and implementing new
knowledge that is useful in developing new products or services or significantly
improving existing products or services. The Company spent approximately
$4,528,000 on its research and development activities in 2000, as compared to
expenditures of approximately $4,272,000 in 1999 and $3,673,000 in 1998. There
were no significant customer-sponsored research and development activities.
3
Patents and Trademarks. Patents, licenses, franchises and concessions
----------------------
are not material to any of the Company's businesses.
Employees. As of December 31, 2000, the Company employed
---------
approximately 5,600 people.
Environmental Laws. Compliance with federal, state, and local laws
------------------
which have been enacted or adopted regulating the discharge of materials into
the environment or otherwise relating to the protection of the environment has
not had a material effect and is not expected to have a material effect upon the
capital expenditures, earnings, or competitive position of the Company.
Item 2. Properties.
----------
The Company and its operating subsidiaries conduct business at 21
manufacturing plants, and 32 sales and distribution centers at various locations
throughout the world. All of the plants, except the one in China, two locations
in Singapore and one in Arizona, are owned. Six of the sales and distribution
centers are owned. Associated Spring-Asia has a long-term lease on the land but
owns the building in Singapore. Of the properties that are owned, none is
subject to any encumbrance. A listing of the principal facility locations of
each of the Company's businesses is set forth below. In 2000, the Company closed
a distribution facility in Lawrenceville, Georgia which was in close proximity
to the Atlanta distribution facility acquired through the purchase of Curtis
Industries in May 2000.
4
Property List
-------------
L = Lease
O = Own
Barnes Group Inc. Barnes Distribution
- ---------------- -------------------
Headquarters Bristol, CT (O) . Headquarters Cleveland, OH (L)
Headquarters, Raymond Distribution
Associated Spring Maumee, OH (L)
- -----------------
. Headquarters Farmington, CT (L) . Distribution Operations
-- United States
. Manufacturing Plants Arlington, TX (L)
-- United States Atlanta, GA (L)
Brecksville, OH (O) Auburn, WA (L)
Bristol, CT (O) Bakersfield, CA (L)
Corry, PA (O) Buena Park, CA (2-L)
Dallas, TX (O) Columbus, OH (L)
Milwaukee, WI (O) Edison, NJ (L)
Saline, MI (O) Elizabethtown, KY (O)
Syracuse, NY (O) Las Vegas, NV (L)
-- International New Berlin, WI (L)
Burlington, Ontario, Canada (O) Shelbyville, KY (O)
Campinas, Brazil (O) Sparks, NV (0)
Mexico City, Mexico (O) Ypsilanti, MI (L)
Republic of Singapore (L-Land, -- International
O-Bldg.) Burlington, Ontario, Canada (L)
Tianjin, China (L) Campinas, Brazil (L)
Tranas, Sweden (O) Concord, Ontario, Canada (0)
Corsham, United Kingdom (L)
. Sales & Development Edmonton, Alberta, Canada (0)
Boynton Beach, FL (L) Evesham, United Kingdom (L)
Glen Ellyn, IL (L) Mexico City, Mexico (L)
Plymouth, MI (L) Mississauga, Ontario, Canada (L)
Moncton, New Brunswick, Canada (0)
. Distribution Montingy, France (L)
Frazer, MI (L) Mullingar, Ireland (L)
Redditch, United Kingdom (L)
Barnes Aerospace Voisins Le Bretonneux, France (L)
- ----------------
. Headquarters -- Windsor, CT (O)
. Manufacturing Plants
-- United States
East Granby, CT (O)
Lansing, MI (O)
Phoenix, AZ (L)
Ogden, UT (O)
West Chester, OH (O)
Windsor, CT (2 -- 0)
-- International
Republic of Singapore (L)
. Sales
Derby, United Kingdom (L)
5
The Company believes that its owned and leased properties have been
adequately maintained, are in satisfactory operating condition, are suitable and
adequate for the business activities conducted therein, and have productive
capacities sufficient to meet current needs.
Item 3. Legal Proceedings.
-----------------
There are no material pending legal proceedings to which the Company
or any of its subsidiaries is a party, or of which any of their property is the
subject.
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
No matter was submitted during the fourth quarter of 2000 to a vote
of security holders.
6
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
----------------------------------------------------------------
Matters.
-------
The information regarding the Company's common stock contained on
pages 16 through 19 of the Company's 2000 Annual Report to Stockholders is
incorporated by reference. As of January 31, 2001, the Company's common stock
was held by 3,931 stockholders of record. The Company's common stock is traded
on the New York Stock Exchange under the symbol "B".
Item 6. Selected Financial Data.
-----------------------
The selected financial data for the last five years contained on page
24 of the Company's 2000 Annual Report to Stockholders are incorporated by
reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations.
---------------------
The financial review and management's analysis thereof appearing on
pages 3 through 7 of the Company's 2000 Annual Report to Stockholders are
incorporated by reference.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
---------------------------------------------------------
The information regarding market risk contained on pages 6 and 7 of
the Company's 2000 Annual Report to Stockholders is incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
-------------------------------------------
The financial statements and report of independent accountants
appearing on pages 8 through 22 of the Company's 2000 Annual Report to
Stockholders are incorporated by reference. See also the report of independent
accountants included on page 15 below pursuant to Item 302(a) of Regulation S-K.
The material under "Quarterly Data" on page 23 of the Company's 2000 Annual
Report to Stockholders is also incorporated by reference.
Item 9. Changes and Disagreements with Accountants on Accounting and
------------------------------------------------------------
Financial Disclosure.
---------------------
None.
7
PART III
Item 10. Directors and Executive Officers of the Company.
-----------------------------------------------
The material under "Election of Directors For A Three-Year Term" on
pages 1 through 3, and the material under "Section 16(a) Beneficial Ownership
Reporting Compliance" on page 5, of the Company's Proxy Statement dated March
15, 2001 are incorporated by reference.
The Company's executive officers as of the date of this report are as
follows:
Age as of
Executive Officer Position December 31, 2000
- ------------------ -------- -----------------
Edmund M. Carpenter President and Chief Executive Officer 59
(since 1998)
John R. Arrington Senior Vice President, Human Resources (since 54
1998)
Francis C. Boyle, Jr. Vice President, Controller (since 1997) 50
Leonard M. Carlucci Vice President, Barnes Group Inc. (since 1994) 54
and President, Associated Spring (since 1999)
Joseph D. DeForte Vice President, Tax (since 1999) 58
William C. Denninger Senior Vice President, Finance and 50
Chief Financial Officer (since 2000)
A. Keith Drewett Vice President, Barnes Group Inc. and 54
President, Barnes Distribution
(since 2000)
Thomas P. Fodell Vice President, Barnes Group Inc. and 50
Vice President, Sales and Marketing, Associated
Spring (since 2000)
Signe S. Gates Senior Vice President, General Counsel and 51
Secretary (since 1999)
Philip A. Goodrich Senior Vice President, Corporate Development 44
(since 2000)
8
Age as of
Executive Officer Position December 31, 2000
- ---------------- -------- --------------------
Gregory F. Milzcik Vice President, Barnes Group Inc. and President, 41
Barnes Aerospace (since 1999)
Harry G. Saddock, Jr. Vice President, Barnes Group Inc. and Vice 49
President, Operations, Associated Spring (since
1998)
Idelle K. Wolf Vice President, Barnes Group Inc. and 48
Chief Operating Officer, Barnes Distribution
(since 2000)
Except for Messrs. Carpenter, Arrington, DeForte, Denninger, Drewett,
Goodrich, and Milzcik, and Mses. Gates and Wolf, each of the Company's executive
officers has been employed by the Company or its subsidiaries in an executive or
managerial capacity for at least the past five years. Each officer holds office
until his or her successor is chosen and qualified or otherwise as provided in
the By-Laws, except Mr. Carpenter who holds office pursuant to an employment
agreement with the Company, which is incorporated as Exhibit 10.12 to this
report. No family relationships exist among the executive officers of the
Company.
Mr. Carpenter joined the Company as President and Chief Executive
Officer in December 1998. From 1996 to 1998, Mr. Carpenter was a Senior Managing
Director of Clayton, Dubilier & Rice, Inc., a private equity firm.
Mr. Arrington joined the Company as Senior Vice President, Human
Resources in April 1998. From 1995 to 1998, Mr. Arrington was Vice President,
Human Resources of U.S. West Communications Group.
Mr. DeForte joined the Company as Vice President, Tax in August 1999.
From 1997 to 1999, Mr. DeForte was Vice President and Chief Financial Officer of
Loctite Corporation, a manufacturer and distributor of adhesives and sealants.
From 1988 to 1997, Mr. DeForte was Vice President, Tax, Loctite Corporation. In
1997, Loctite Corporation became a subsidiary of Henkel KGaA.
Mr. Denninger joined the Company as Senior Vice President, Finance and
Chief Financial Officer in March 2000. From 1994 to 2000, Mr. Denninger was Vice
President-Finance and Chief Financial Officer of BTR Inc., an industrial
products manufacturer.
Mr. Drewett joined the Company as Vice President, Barnes Group Inc.
and President, Barnes Distribution in May 2000, upon the Company's acquisition
of Curtis Industries. From 1998 to 2000, Mr. Drewett was President and Chief
Executive Officer of Curtis Industries, Inc. From 1992 to 1998, he was President
of the Automotive and
9
Industrial Division of Curtis Industries. He was also Senior Vice President of
Curtis from 1997 to 1998 and Vice President of Curtis from 1992 to 1997.
Mr. Goodrich joined the Company as Vice President, Business
Development in November 1999. He was promoted to Senior Vice President,
Corporate Development in December 2000. From 1996 to 1998, Mr. Goodrich was
Senior Vice President, Corporate Development of AMETEK, Inc., a manufacturer of
electric motors and electronic equipment.
Mr. Milzcik joined the Company as Vice President, Barnes Group Inc.
and President, Barnes Aerospace in June 1999. From 1997 to 1999, Mr. Milzcik was
Vice President and General Manager of International Operations of Lockheed
Martin Aircraft and Logistics, an aerospace manufacturing and service company.
From 1994 to 1997, Mr. Milzcik was Group Vice President, Manufacturing and
Overhaul of Precision Standard, Inc., an aerospace structure manufacturing and
engineering services company.
Ms. Gates joined the Company as Senior Vice President, General Counsel
and Secretary in June 1999. From 1996 to 1999, Ms. Gates was Vice President,
General Counsel and Corporate Secretary of Axel Johnson Inc., a manufacturing,
distribution and service company in the energy, telecommunications and
environmental industries.
Ms. Wolf joined the Company as Vice President, Barnes Group Inc. and
Chief Operating Officer, Barnes Distribution in May 2000, upon the Company's
acquisition of Curtis Industries. From 1998 to 2000, Ms. Wolf was Executive Vice
President and Chief Operating Officer of Curtis Industries, Inc. She was Senior
Vice President and Chief Financial Officer of Curtis from 1997 to 1998, and Vice
President of Finance and Chief Financial Officer from 1992 to 1997.
Item 11. Executive Compensation.
----------------------
The information under "Compensation of Directors" appearing on pages 3
and 4, and the information under "Compensation," "Stock Options," "Long-Term
Incentive Plan Awards," "Pension Plans," "Employment Agreement," and "Change-In-
Control Agreements" appearing on pages 11 through 16 of the Company's Proxy
Statement dated March 15, 2001, are incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
The information concerning this item appearing on pages 5 and 6 of the
Company's Proxy Statement dated March 15, 2001, is incorporated by reference.
Item 13. Certain Relationships and Related Transactions.
-----------------------------------------------
None.
10
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
----------------------------------------------------------------
(a) The report of PricewaterhouseCoopers LLP, independent
accountants, and the following financial statements and financial
statement schedules are filed as part of this report:
Reference
--------------------------------
Annual Report
-------------
Form 10-K to Stockholders
--------- ---------------
(page) (page)
------ ------
Report of independent accountants 15 22
Consolidated balance sheets at December 31, 2000 and 1999 9
Consolidated statements of income for the years ended December 8
31, 2000, 1999 and 1998
Consolidated statements of changes in stockholders' equity for 11
the years ended December 31, 2000, 1999 and 1998
Consolidated statements of cash flows for the years ended 10
December 31, 2000, 1999 and 1998
Notes to consolidated financial statements 12-22
Supplementary information 23
Quarterly data (unaudited)
Consolidated schedule for the years ended December 31, 2000,
1999 and 1998:
Schedule II - Valuation and Qualifying Accounts 16
All other schedules have been omitted since the required information
is not present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the consolidated
financial statements or notes thereto.
The consolidated financial statements listed in the above index which
are included in the Annual Report to Stockholders of Barnes Group Inc. for the
year ended December 31, 2000, are incorporated by reference. With the exception
of the pages listed in the above index and in Items 1, 5, 6, 7, 7A and 8, the
2000 Annual Report to Stockholders is not to be deemed filed as part of this
report.
11
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the
period covered by this report.
(c) The Exhibits required by Item 601 of Regulation S-K are filed as
Exhibits to this Annual Report on Form 10-K and indexed at pages
17 through 20 of this report.
12
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: March 23, 2001
BARNES GROUP INC.
By /s/ Edmund M. Carpenter
--------------------------------
Edmund M. Carpenter
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below as of the above date by the following persons
on behalf of the Company in the capacities indicated.
/s/ Edmund M. Carpenter
- -----------------------------------------
Edmund M. Carpenter
President and Chief Executive Officer
(principal executive officer) and Director
/s/ William C. Denninger
- -----------------------------------------
William C. Denninger
Senior Vice President, Finance
Chief Financial Officer
(principal financial officer)
/s/ Francis C. Boyle, Jr.
- -----------------------------------------
Francis C. Boyle, Jr.
Vice President, Controller
(principal accounting officer)
/s/ Thomas O. Barnes
- -----------------------------------------
Thomas O. Barnes
Director
13
/s/ John W. Alden
- -----------------------------------------
John W. Alden
Director
/s/ Gary G. Benanav
- -----------------------------------------
Gary G. Benanav
Director
/s/ William S. Bristow, Jr.
- -----------------------------------------
William S. Bristow, Jr.
Director
/s/ Robert J. Callander
- -----------------------------------------
Robert J. Callander
Director
/s/ George T. Carpenter
- -----------------------------------------
George T. Carpenter
Director
/s/ Frank E. Grzelecki
- -----------------------------------------
Frank E. Grzelecki
Director
14
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Barnes Group Inc.
Our audits of the consolidated financial statements referred to in our report
dated February 8, 2001 appearing on page 22 of the 2000 Annual Report to
Stockholders of Barnes Group Inc. (which report and consolidated financial
statements are incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the financial statement schedule listed in Item
14(a)(2) of this Form 10-K. In our opinion, this financial statement schedule
presents fairly, in all material respects, the information set forth therein
when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Hartford, Connecticut
February 8, 2001
15
BARNES GROUP INC.
Schedule II - Valuation and Qualifying Accounts
Years Ended December 31, 2000, 1999 and 1998
(In thousands )
Allowances for Doubtful Accounts:
Balance December 31, 1997 $ 3,061
Provision charged to income (1) 357
Doubtful accounts written off (net) (1,005)
Other adjustments --
--------
Balance December 31, 1998 2,413
Provision charged to income (2) 1,343
Doubtful accounts written off (net) (427)
Other adjustments --
--------
Balance December 31, 1999 3,329
Provision charged to income 936
Doubtful accounts written off (net) (3) (1,990)
Other adjustments (4) 445
--------
Balance December 31, 2000 $ 2,720
========
(1) The low charge to income in 1998 was a result of Barnes Distribution's
successful efforts to improve the recovery of previously reserved
receivables. Barnes Distribution was formerly known as Bowman Distribution.
(2) The increase in the 1999 provision charged to income was a result of the
complications encountered during the implementation of a new integrated
management system at Barnes Distribution.
(3) The increase in doubtful accounts written off in 2000 was the result of
Barnes Distribution recognizing the write-off of receivables reserved and
expensed.
(4) Opening balances of acquired businesses.
16
EXHIBIT INDEX
Barnes Group Inc.
Annual Report on Form 10-K
for the Year ended December 31, 2000
------------------------------------
Exhibit No. Description Reference
- ----------- ----------- ---------
3.1 Restated Certificate of Incorporation. Incorporated by reference to Exhibit 3.1 to
the Company's report on Form 10-K for the
year ended December 31, 1997.
3.2 Amended and Restated By-Laws. Incorporated by reference to Exhibit 3.2 to
the Company's report on Form 10-K for the
year ended December 31, 1998.
4.1 Revolving Credit Agreement dated as of Incorporated by reference to Exhibit 4.1 to
December 1, 1991 among the Company and the Company's report on Form 10-K for the
several commercial banks. year ended December 31, 1996.
4.2 Sixth Amendment to Credit Agreement set Incorporated by reference to Exhibit 4.2 to
forth in Exhibit 4.1 dated as of December 1, the Company's report on Form 10-K for the
1997. year ended December 31, 1997.
4.3 Rights Agreement dated as of December 10, Incorporated by reference to Exhibit 1 to
1996, between the Company and ChaseMellon the Company's report on Form 8-A filed on
Shareholder Services, L.L.C. December 20, 1996.
4.4 Note Agreement dated as of September 16, Incorporated by reference to Exhibit 4.8 to
1991, among the Company and several the Company's report on Form 10-K for the
insurance companies. year ended December 31, 1996.
4.5 Note Purchase Agreement dated as of December Incorporated by reference to Exhibit 4.9 to
1, 1995, between the Company and several the Company's report on Form 10-K for the
insurance companies. year ended December 31, 1995.
17
Exhibit No. Description Reference
- ----------- ----------- ---------
4.6 Note Agreement dated as of November 12, Incorporated by reference to Exhibit 4.6 to
1999, between 3031786 Nova Scotia Company, a the Company's report on Form 10-K for the
wholly owned subsidiary of the Company, and year ended December 31, 1999.
several insurance companies; and related
Guaranty Agreement between the Company and
such insurance companies.
4.7 Note Agreement dated as of November 21, Filed with this report.
2000, between Barnes Group Inc. and several
insurance companies.
10.1 The Company's Management Incentive Filed with this report.
Compensation Plan, as amended and restated
January 1, 2000.
10.2 The Company's Long Term Incentive Plan. Incorporated by reference to Exhibit 10.2 to
the Company's report on Form 10-K for the
year ended December 31, 1995.
10.3 The Company's Retirement Benefit Incorporated by reference to Exhibit 10.3 to
Equalization Plan. the Company's report on Form 10-K for the
year ended December 31, 1995.
10.4 The Company's Supplemental Executive Incorporated by reference to Exhibit 10.4 to
Retirement Plan. the Company's report on Form 10-K for the
year ended December 31, 1995.
10.5 The Company's 1991 Stock Incentive Plan, as Incorporated by reference to Exhibit 10.5 to
amended and restated May 15, 1998. the Company's report on Form 10-K for the
year ended December 31, 1998.
10.6 The Company's Non-Employee Director Deferred Incorporated by reference to Exhibit 10.7 to
Stock Plan. the Company's report on Form 10-K for the
year ended December 31, 1994.
18
Exhibit No. Description Reference
- ----------- ----------- ---------
10.7 The Company's Amended and Restated Incorporated by reference to Exhibit 10.8 to
Directors' Deferred Compensation Plan. the Company's report on Form 10-K for the
year ended December 31, 1996.
10.8 The Company's Senior Executive Enhanced Life Incorporated by reference to Exhibit 10.8 to
Insurance Program, as amended and restated the Company's report on Form 10-K for the
May 16, 1997. year ended December 31, 1998.
10.9 The Company's Enhanced Life Insurance Incorporated by reference to Exhibit 10.12
Program. to the Company's report on Form 10-K for the
year ended December 31, 1993.
10.10 The Company's Supplemental Senior Officer Incorporated by reference to Exhibit 10.13
Retirement Plan. to the Company's report on Form 10-K for the
year ended December 31, 1996.
10.11 The Company's Executive Officer Incorporated by reference to Exhibit 10.14
Change-In-Control Severance Agreement. to the Company's report on Form 10-K for the
year ended December 31, 1997.
10.12 Employment Agreement dated as of December 8, Incorporated by reference to Exhibit 10.14
1998 between the Company and Edmund M. to the Company's report on Form 10-K for the
Carpenter. year ended December 31, 1998.
10.13 The Company's Employee Stock and Ownership Filed with this report.
Program.
13 Portions of the 2000 Annual Report to Filed with this report.
Stockholders.
21 List of Subsidiaries. Filed with this report.
23 Consent of Independent Accountants. Filed with this report.
The Company agrees to furnish to the Commission, upon request, a copy
of each instrument with respect to which there are outstanding issues of
unregistered long-term debt of the Company and its subsidiaries the authorized
principal amount of which does not exceed 10% of the total assets of the Company
and its subsidiaries on a consolidated basis.
19
Except for Exhibit 13, which will be furnished free of charge, and
Exhibits 21 and 23, which are included herein, copies of exhibits referred to
above will be furnished at a cost of twenty-five cents per page to security
holders who make a written request to the Secretary, Barnes Group Inc., 123 Main
Street, P.O. Box 489, Bristol, Connecticut 06011-0489.
20