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8-K - BARNES GROUP INC. FORM 8-K - BARNES GROUP INCform8-k10282011.htm

Barnes Group Inc. / 1

 
 
 
Exhibit 99.1



Barnes Group Inc.
123 Main Street
Bristol, CT 06010

NEWS RELEASE

            

Barnes Group Inc. Reports Third Quarter 2011
Earnings per Diluted Share of $0.41, up 52%

Quarterly Net Sales grew 12% to $325 million
Quarterly Operating Margin expands to 10.1%, a 150 bps improvement
2011 EPS Guidance updated to $1.43 to $1.48 per diluted share, up 51% to 56% from 2010

BRISTOL, Conn., October 28, 2011 - Barnes Group Inc. (NYSE: B), a diversified global manufacturer and logistical services company, today reported financial results for the third quarter 2011. Net sales grew 12 percent to $325.4 million, up from $289.9 million in the third quarter of 2010. Excluding the favorable impact of foreign exchange, net sales were up 10 percent. Net income for the third quarter grew 54 percent to $23.2 million, or $0.41 per diluted share, from $15.1 million, or $0.27 per diluted share, a year earlier.
($ millions; except per share data)
Three months ended September 30,
 
Nine months ended September 30,
 
2011
 
2010
 
Change
 
2011
 
2010
 
Change
Net Sales
$
325.4

 
$
289.9

 
$
35.5

12.2
%
 
$
972.1

 
$
849.9

 
$
122.2

14.4
%
Operating Income
$
32.9

 
$
24.8

 
$
8.1

32.7
%
 
$
95.9

 
$
68.2

 
$
27.7

40.7
%
  % of Sales
10.1
%
 
8.6
%
 
 
1.5
pts.
 
9.9
%
 
8.0
%
 
 
1.9
pts.
Net Income
$
23.2

 
$
15.1

 
$
8.1

53.9
%
 
$
64.6

 
$
41.8

 
$
22.9

54.8
%
  % of Sales
7.1
%
 
5.2
%
 
 
1.9
pts.
 
6.7
%
 
4.9
%
 
 
1.8
pts.
Net Income Per Diluted Share
$
0.41

 
$
0.27

 
$
0.14

51.9
%
 
$
1.15

 
$
0.75

 
$
0.40

53.3
%

“Barnes Group generated double-digit sales growth during the third quarter as our end-markets continued their recovery,” said Gregory F. Milzcik, Barnes Group Inc. President and Chief Executive Officer. “And, as a result of our on-going focus on profitable growth and improved productivity, we delivered a 54 percent increase in net income over last year's third quarter.”

Logistics and Manufacturing Services

Barnes Group Inc.'s Logistics and Manufacturing Services segment recorded sales of $151.6 million in the third quarter of 2011, up $12.7 million or 9 percent from last year's third quarter. This segment achieved $10.5 million of organic sales growth from its aerospace aftermarket and North American distribution businesses. Foreign currency translation positively affected third quarter 2011 net sales by approximately $2.2 million.





Barnes Group Inc. / 2

Operating profit at Logistics and Manufacturing Services increased 49 percent to $16.0 million, from $10.8 million in the third quarter of 2010. The increase in profitability was positively impacted by higher sales and further productivity improvements in the North American distribution businesses. The aerospace aftermarket business likewise benefited from volume leverage on higher sales. Operating profit increases for the segment were partially offset by costs associated with strategic initiatives and higher management fees related to our Revenue Sharing Programs.

Precision Components

Barnes Group Inc.'s Precision Components segment recorded sales of $176.6 million in the third quarter of 2011, up $22.6 million, a 15 percent increase from last year's third quarter. Organic sales grew $17.9 million in the quarter primarily as a result of increases in the segment's North American and European industrial manufacturing businesses and from better performance in the transportation industry, including automotive. Net sales in the segment's aerospace OEM business also achieved double-digit growth. Foreign currency translation positively affected third quarter 2011 net sales by approximately $4.7 million.

Operating profit at Precision Components was $16.9 million, an increase of 21 percent. The operating profit improvement resulted from the beneficial impact of higher sales levels combined with productivity gains and lean initiatives. These improvements were offset in part by added costs for strategic and productivity initiatives and increased costs related to outsourcing certain manufacturing processes.
Additional Information
The Company's interest expense was $1.9 million, a decrease of $3.3 million from last year's third quarter. The reduction in interest expense was a result of a lower average interest rate and the non-recurrence of debt discount amortization related to the 3.75% Convertible Notes. The lower average interest rate reflects the shift to a higher percentage of variable rate debt due to the retirement of the 7.80% Notes, the redemption of the 3.75% Convertible Notes, which were funded with the variable rate credit facility, and the expiration of the interest rate swap agreements.

The Company's effective tax rate for the third quarter of 2011 was 26.1 percent, compared to 20.0 percent in the third quarter of last year. The increase in the effective tax rate was primarily driven by a projected shift in the mix of earnings attributable to higher-taxing jurisdictions, and the effect of an increase in the repatriation of a portion of current year earnings to the U.S.

Revised 2011 Outlook
Barnes Group Inc. now expects 2011 revenue to grow about 13 percent from 2010, and earnings per diluted share to be in the range of $1.43 to $1.48, up 51 to 56 percent from 2010.   Said Milzcik, “The positive trends of improving sales and enhanced profitability is anticipated to carry through to the fourth quarter of this year and we're now expecting to deliver performance that is at the high end of or better than our previous guidance.” 
This updated outlook does not include any impact from the potential sale of the Barnes Distribution Europe (“BDE”) business, comprised of the businesses that operate as Kent, BD France and Toolcom, in response to a binding offer from Berner SE.  The offer was received in the third quarter 2011 and is subject to customary conditions and approvals.  Where required by local law, including in France, Barnes Group has initiated a consultation on the proposed transaction with its relevant works councils, trade unions and other employee organizations.  Upon completion of these consultations, the transaction will be subject to consideration and




Barnes Group Inc. / 3

approval by Barnes Group's Board of Directors.  
Barnes Group's BDE businesses are currently reported within the Company's Logistics and Manufacturing Services segment and had 2010 revenues of approximately $105 million.   If Barnes Group accepts the offer following the consultation processes, it would expect to report its BDE businesses as Discontinued Operations and to record a pretax loss of about $20 million, inclusive of non-cash impairments of long-lived assets and subject to change for various factors, such as foreign currency translation, transaction costs and closing adjustments. The Company expects that EPS reported on a Continuing Operations basis would improve by approximately $0.10 per diluted share if the BDE businesses were to be reported as Discontinued Operations at December 31, 2011.
Conference Call
Barnes Group Inc. will conduct a conference call with investors to discuss third quarter 2011 results at 8:30 a.m. EST today, October 28, 2011. A webcast of the live call and an archived replay will be available on the Barnes Group investor relations link at www.BGInc.com. The conference call is also available by direct dial at (888) 679-8034 in the U.S. or (617) 213-4847 outside of the U.S. (request the Barnes Group Earnings Call); Participant Code: 59843412.

About Barnes Group

Founded in 1857, Barnes Group Inc. (NYSE:B) is a diversified global manufacturer and logistical services company focused on providing precision component manufacturing and operating service support.  The Barnes Group's more than 4,800 dedicated employees, at more than 60 locations worldwide, are committed to achieving consistent and sustainable profitable growth.  For more information, visit www.BGInc.com.  Barnes Group, the Critical Components People.

Forward-Looking Statements

This release may contain certain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are made based upon management's good faith expectations and beliefs concerning future developments and their potential effect upon the Company and can be identified by the use of words such as "anticipated," "believe," "expect," "plans," "strategy," "estimate," "project," and other words of similar meaning in connection with a discussion of future operating or financial performance. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, including whether the transaction proposed by Berner SE will be consummated and others described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the current or worsening disruptions in financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; restructuring costs or savings; the impact of the proposed acquisition of the BDE businesses by Berner SE and any other future strategic actions, including acquisitions, joint ventures, divestitures, restructurings, or strategic business realignments, and our ability to achieve the financial and operational targets set in connection with any such actions; introduction or development of new products or transfer of work; changes in raw material or product prices and availability; foreign currency exposure; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; the outcome of pending and future claims or litigation or governmental, regulatory proceedings, investigations, inquiries, and audits; uninsured claims and litigation; outcome of contingencies; future repurchases of common stock; future levels of indebtedness; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, environmental, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

Contact:
Barnes Group Inc.
William Pitts
Director, Planning and Investor Relations
860.583.7070

# # #





Barnes Group Inc. / 4



BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2011
 
2010
 
% Change
 
2011
 
2010
 
% Change
Net sales
$
325,394

 
$
289,901

 
12.2

 
$
972,098

 
$
849,930

 
14.4

 
 
 
 
 
 
 
 
 

 
 
Cost of sales
210,864

 
184,989

 
14.0

 
621,401

 
540,833

 
14.9

Selling and administrative expenses
81,586

 
80,079

 
1.9

 
254,782

 
240,915

 
5.8

 
292,450

 
265,068

 
10.3

 
876,183

 
781,748

 
12.1

Operating income
32,944

 
24,833

 
32.7

 
95,915

 
68,182

 
40.7

 
 
 
 
 
 
 
 
 
 
 
 
Operating margin
10.1
%
 
8.6
%
 
 
 
9.9
%
 
8.0
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
1,917

 
5,177

 
(63.0
)
 
7,950

 
15,273

 
(47.9
)
Other expense (income), net
(425
)
 
773

 
NM

 
378

 
2,161

 
(82.5
)
Income before income taxes
31,452

 
18,883

 
66.6

 
87,587

 
50,748

 
72.6

 
 
 
 
 
 
 
 
 
 
 
 
Income taxes
8,207

 
3,779

 
NM

 
22,938

 
8,992

 
NM

Net income
$
23,245

 
$
15,104

 
53.9

 
$
64,649

 
$
41,756

 
54.8

 
 
 
 
 
 
 
 
 
 
 
 
Common dividends
$
4,432

 
$
4,373

 
1.3

 
$
13,197

 
$
13,159

 
0.3

 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
  Net income:
 
 
 
 
 
 
 
 
 
 
 
    Basic
$
0.42

 
$
0.27

 
55.6

 
$
1.17

 
$
0.75

 
56.0

    Diluted
0.41

 
0.27

 
51.9

 
1.15

 
0.75

 
53.3

  Dividends
0.08

 
0.08

 

 
0.24

 
0.24

 

 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
    Basic
55,834,038

 
55,346,517

 
0.9

 
55,325,541

 
55,428,865

 
(0.2
)
    Diluted
56,380,585

 
55,839,970

 
1.0

 
56,095,069

 
56,048,170

 
0.1







Barnes Group Inc. / 5


BARNES GROUP INC.
OPERATIONS BY REPORTABLE BUSINESS SEGMENT
(Dollars in thousands)
(Unaudited)

 
Three months ended September 30,
 
Nine months ended September 30,
 
2011
 
2010
 
% Change
 
2011
 
2010
 
% Change
Net sales
 
 
 
 
 
 
 
 
 
 
 
   Logistics and Manufacturing Services
$
151,600

 
$
138,937

 
9.1

 
$
456,910

 
$
412,679

 
10.7

   Precision Components
176,598

 
154,012

 
14.7

 
523,974

 
446,397

 
17.4

   Intersegment sales
(2,804
)
 
(3,048
)
 
8.0

 
(8,786
)
 
(9,146
)
 
3.9

Total net sales
$
325,394

 
$
289,901

 
12.2

 
$
972,098

 
$
849,930

 
14.4

 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
 
 
 
 
 
 
 
 
 
 
 
   Logistics and Manufacturing Services
$
16,034

 
$
10,799

 
48.5

 
$
45,837

 
$
29,296

 
56.5

   Precision Components
16,910

 
14,034

 
20.5

 
50,078

 
38,886

 
28.8

Total operating profit
32,944

 
24,833

 
32.7

 
95,915

 
68,182

 
40.7

 
 
 
 
 
 
 
 
 
 
 
 
   Interest expense
1,917

 
5,177

 
(63.0
)
 
7,950

 
15,273

 
(47.9
)
   Other expense (income), net
(425
)
 
773

 
NM

 
378

 
2,161

 
(82.5
)
Income before income taxes
$
31,452

 
$
18,883

 
66.6

 
$
87,587

 
$
50,748

 
72.6






Barnes Group Inc. / 6


BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

 
September 30, 2011
 
December 31, 2010
Assets
 
 
 
Current assets
 
 
 
  Cash and cash equivalents
$
38,843

 
$
13,450

  Accounts receivable
225,676

 
197,715

  Inventories
227,463

 
216,382

  Deferred income taxes
31,469

 
10,449

  Prepaid expenses and other current assets
12,179

 
12,212

    Total current assets
535,630

 
450,208

 
 
 
 
Deferred income taxes
24,147

 
42,722

Property, plant and equipment, net
216,263

 
218,434

Goodwill
389,972

 
384,241

Other intangible assets, net
281,282

 
290,798

Other assets
19,323

 
16,854

Total assets
$
1,466,617

 
$
1,403,257

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
  Notes and overdrafts payable
$
8,144

 
$
4,930

  Accounts payable
101,322

 
98,191

  Accrued liabilities
103,566

 
86,602

  Long-term debt - current
769

 
93,141

    Total current liabilities
213,801

 
282,864

 
 
 
 
Long-term debt
338,828

 
259,647

Accrued retirement benefits
94,473

 
112,886

Other liabilities
35,968

 
35,741

 
 
 
 
Total stockholders' equity
783,547

 
712,119

Total liabilities and stockholders' equity
$
1,466,617

 
$
1,403,257






Barnes Group Inc. / 7


BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

 
Nine months ended September 30,
 
2011
 
2010
Operating activities:
 
 
 
Net income
$
64,649

 
$
41,756

Adjustments to reconcile net income to net cash from operating activities:
 
 
 
  Depreciation and amortization
43,855

 
38,988

  Amortization of convertible debt discount
1,633

 
4,251

  (Gain) loss on disposition of property, plant and equipment
(400
)
 
253

  Stock compensation expense
5,866

 
5,619

  Withholding taxes paid on stock issuances
(1,089
)
 
(287
)
  Changes in assets and liabilities:

 
 
    Accounts receivable
(27,462
)
 
(27,671
)
    Inventories
(11,385
)
 
(19,492
)
    Prepaid expenses and other current assets
(1,457
)
 
(5,420
)
    Accounts payable
4,867

 
11,359

    Accrued liabilities
14,119

 
5,906

    Deferred income taxes
1,968

 
4,469

    Long-term retirement benefits
(16,784
)
 
(12,155
)
  Other
95

 
(579
)
Net cash provided by operating activities
78,475

 
46,997

 
 
 
 
Investing activities:
 
 
 
Proceeds from disposition of property, plant and equipment
3,352

 
1,384

Capital expenditures
(25,169
)
 
(22,463
)
Business acquisitions, net of cash acquired
(3,495
)
 

Other
(3,424
)
 
(2,393
)
Net cash used by investing activities
(28,736
)
 
(23,472
)
 
 
 
 
Financing activities:
 
 
 
Net change in other borrowings
3,023

 
3,384

Payments on long-term debt
(354,167
)
 
(243,658
)
Proceeds from the issuance of long-term debt
339,290

 
241,667

Premium paid on convertible debt redemption
(9,803
)
 

Proceeds from the issuance of common stock
26,829

 
3,871

Common stock repurchases
(22,369
)
 
(9,014
)
Dividends paid
(13,197
)
 
(13,159
)
Excess tax benefit on stock awards
8,607

 

Other
(2,098
)
 
(160
)
Net cash used by financing activities
(23,885
)
 
(17,069
)
 
 
 
 
Effect of exchange rate changes on cash flows
(461
)
 
(159
)
Increase in cash and cash equivalents
25,393

 
6,297

 
 
 
 
Cash and cash equivalents at beginning of period
13,450

 
17,427

Cash and cash equivalents at end of period
$
38,843

 
$
23,724






Barnes Group Inc. / 8



BARNES GROUP INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(Dollars in thousands)
(Unaudited)

 
Nine months ended September 30,
 
2011
 
2010
Free cash flow:
 
 
 
Net cash provided by operating activities
$
78,475

 
$
46,997

Capital expenditures
(25,169
)
 
(22,463
)
Free cash flow
$
53,306

 
$
24,534

 
 
 
 
Notes:
 
 
 
1) The Company defines free cash flow as net cash provided by operating activities less capital expenditures. The Company believes that the free cash flow metric is useful to investors and management as a measure of cash generated by business operations that can be used to invest in future growth, pay dividends, repurchase stock and reduce debt. This metric can also be used to evaluate the Company's ability to generate cash flow from business operations and the impact that this cash flow has on the Company's liquidity.