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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 28, 2022 (October 27, 2022)

BARNES GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

   
1-4801 06-0247840
(Commission File Number) (I.R.S. Employer Identification No.)
 
123 Main Street
Bristol
Connecticut 06010
(Address of principal executive offices) (Zip Code)

(860) 583-7070
Registrant's telephone number, including area code

Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
   
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class   Trading Symbol   Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share   B   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 2.02 Results of Operations and Financial Condition.

On October 28, 2022, Barnes Group Inc. ("the Company") issued a press release announcing the financial results of operations for the third quarter and nine months ended September 30, 2022. A copy is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Current Report on Form 8-K and the exhibit attached hereto, as it pertains to this Item 2.02 herein, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 27, 2022, Mr. Patrick J. Dempsey provided notice of his voluntary retirement from the role of Executive Vice Chairman of Barnes Group Inc. (the “Company”) and voluntary resignation as a member of the Company’s Board of Directors, effective at the close of business on October 31, 2022, for personal reasons related to health matters affecting his family. Mr. Dempsey’s resignation from the Company’s Board of Directors was not the result of any disagreement with Company management on any matter relating to the Company’s operations, policies or practices, or with the Company’s Board of Directors.




Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following Exhibits are filed herewith as part of this report:
Exhibit No. Description of Exhibit
Press Release issued October 28, 2022, announcing the financial results of operations for the third quarter and nine months ended September 30, 2022.
Notification of Retirement and Resignation from Patrick J. Dempsey dated October 27, 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).






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 hereunto duly authorized.

Dated:  October 28, 2022 BARNES GROUP INC.
(Registrant)
By: /s/ JULIE K. STREICH
Julie K. Streich
Senior Vice President, Finance and
Chief Financial Officer








EX-99.1 2 exhibit99109302022.htm EX-99.1 Document

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Exhibit 99.1

Barnes

860.583.7070 | info@bginc.com
onebarnes.com

BARNES REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS
Robust Aerospace Aftermarket Offset by Continuing Industrial Pressure

•Sales of $315 million, down 3% from last year; Organic Sales up 2%
•Operating Margin of 9.5%; Adjusted Operating Margin of 12.4%, down 110 bps from a year ago
•GAAP EPS of $0.33; Adjusted EPS of $0.49, down 11% versus the prior year period
•Forecasts 2022 Organic Sales Growth of +5% to +6%
•Expecting 2022 Adjusted EPS of $1.90 to $2.00; Down 2% to Up 3% from 2021 Adjusted EPS of $1.94

October 28, 2022

BRISTOL, Conn., — Barnes Group Inc. (NYSE: B), a global provider of highly engineered products, differentiated industrial technologies, and innovative solutions, today reported financial results for the third quarter of 2022.

“In the third quarter, Aerospace continued to deliver excellent performance driven by robust year-over-year growth in the Aftermarket business. At Industrial, performance remains challenged as persistent economic headwinds and operational challenges impact our results,” said Thomas J. Hook, President and Chief Executive Officer of Barnes. “To address Industrial’s performance, our ongoing, multi-phased, restructuring efforts are targeting core business execution, systematically integrating our business portfolio, rationalizing cost, and advancing an action-oriented culture across the enterprise. Our objective is to return to, and eventually surpass, Industrial’s pre-pandemic margin performance,” added Hook.


Third Quarter 2022 Highlights

Third quarter 2022 net sales of $315 million were down 3% compared to the prior year period, with organic sales (1) increasing 2%. Foreign exchange had a negative impact of 6%. Operating income was $30.0 million versus $43.7 million a year ago. Operating margin was 9.5%. Excluding restructuring charges, adjusted operating income was $39.0 million, down 11%, and adjusted operating margin was 12.4%, down 110 bps from a year ago.

Interest expense for the third quarter of 2022 was $3.4 million, a decrease of $0.7 million from the prior year due to the benefits of lower average borrowings and a lower average interest rate. Other expense was $2.4 million versus last year’s $1.2 million, primarily driven by incremental pension expense from restructuring actions.

The Company’s effective tax rate in the third quarter was 30.0%. Excluding the restructuring charges taken this quarter, the adjusted effective tax rate for the third quarter was 27.6%. For the first nine months of 2022, the effective tax rate was 111.0% compared with 27.0% a year ago and 21.9% for the full year 2021. The increase in the 2022 year to date effective tax rate from the full year 2021 rate was



123 Main Street, Bristol, CT 06010-6376 picture1.jpg



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driven by this year’s goodwill impairment charge, which is not tax deductible, and last year’s benefits related to a realignment of Italian tax basis goodwill & intangibles and foreign audit adjustments. These items were partially offset by a change in the mix of earnings between high and low tax jurisdictions.

Net income for the third quarter was $17.0 million, or $0.33 per share, compared to $27.9 million, or $0.55 per share, a year ago. On an adjusted basis, net income per share of $0.49 was down 11% from $0.55 a year ago. Adjusted net income per share in the third quarter of 2022 excludes $0.16 of restructuring charges.

Year-to-date cash provided by operating activities was $43.5 million versus $127.8 million a year ago primarily due to an increase in working capital and prior year incentive compensation paid in the current year. Free cash flow was $21.8 million compared to $101.1 million last year. Capital expenditures were $21.7 million, down from $26.7 million a year ago.

A table reconciling non-GAAP to GAAP financial measures, including forward looking outlook information, is presented at the end of this press release.

Segment Performance

Industrial
Third quarter sales were $204 million, down 12% from $232 million in the prior year period. Organic sales decreased 4% while unfavorable foreign exchange lowered sales by 8%. Operating profit was $8.8 million versus $30.1 million in the prior year period. Excluding restructuring charges of $9.4 million, adjusted operating profit of $18.3 million was down 39% and adjusted operating margin of 8.9% was down 410 bps. Adjusted operating profit was impacted by lower sales volume, lower productivity in part affected by supply chain challenges, and the net impacts of inflation.

Aerospace
Third quarter sales were $111 million, up 18% from $94 million last year. Aerospace original equipment manufacturing (“OEM”) sales increased 2%, while aftermarket sales increased 55% compared to the prior year period. Operating profit was $21.2 million in the third quarter, up 56% from $13.6 million in the prior year period. Excluding a favorable restructuring adjustment of $0.4 million, adjusted operating profit of $20.8 million was up 50% from a year ago. The increase in adjusted operating profit was driven by the contribution of higher sales volumes within the Aftermarket business, offset in part by unfavorable productivity due to labor and supply chain challenges. Adjusted operating margin was 18.8%, up 400 bps from 14.8% last year.

Aerospace OEM backlog ended the third quarter at $729 million, down 3% sequentially from June 2022. The Company expects to convert approximately 45% of this backlog to revenue over the next 12 months.









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Balance Sheet and Liquidity

Barnes’ balance sheet and liquidity profile remain well-positioned. The Company has liquidity of $72 million in cash and approximately $547 million available under the revolving credit facility, subject to covenants which would have allowed $245 million under our current credit agreements. With respect to the balance sheet, our “Debt to EBITDA” ratio, as defined in our credit agreements, was approximately 2.3 times at quarter end.

Updated 2022 Outlook

Barnes expects organic sales growth of 5% to 6% for the current year with negative foreign exchange of approximately 4%. Adjusted operating margin is now forecasted to be in the range of 11.5% to 12%, up modestly on the low end of our previous range due to the strong Aerospace Aftermarket. Adjusted earnings are expected to be in the range of $1.90 to $2.00 per share, down 2% to up 3% from 2021’s adjusted earnings of $1.94 per share. The adjusted earnings outlook reflects a reduction of $0.05 from the high end of our previous range primarily due to geopolitical and economic uncertainty and ongoing challenges within our Industrial Segment. 2022 adjusted earnings per share are anticipated to exclude a $0.27 impact related to restructuring activities and a $1.33 impact for the goodwill impairment charge taken in the second quarter. The Company forecasts capital expenditures of approximately $35 million and cash conversion of approximately 90% of net income. The adjusted effective tax rate for 2022 is expected to be approximately 24.5%.

Conference Call Information

Barnes will conduct a conference call with investors to discuss third quarter 2022 results at 8:30 a.m. ET today, October 28, 2022. The public may access the conference through a live audio webcast available on the Investor Relations section of Barnes’ website at www.onebarnes.com.

The conference is also available by direct dial at (888) 510-2379 in the U.S. or (646) 960-0691 outside of the U.S.; Conference ID 1137078. Supplemental materials will be posted to the Investor Relations section of the Company's website prior to the conference call.

In addition, the call will be recorded and available for playback from 12:00 p.m. (ET) on Friday, October 28, 2022, until 11:59 p.m. (ET) on Friday, November 4, 2022, by dialing (647) 362-9199; Conference ID 1137078.

Note:
(1) Organic sales growth represents the total reported sales increase within the Company’s ongoing businesses less the impact of foreign currency translation and acquisition and divestitures completed in the preceding twelve months.








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About Barnes

Barnes Group Inc. (NYSE: B) pioneers technologies to help change the world. Leveraging world-class manufacturing capabilities and market-leading engineering, we develop advanced processes, automation solutions and applied technologies for industries ranging from medical and personal care to mobility, packaging and aerospace. Customers benefit from our integrated hardware and software capabilities focused on improving the processing, control, service and sustainability of engineered plastics, factory automation technologies and precision components. For more information, please visit www.onebarnes.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future operating and financial performance and financial condition, and often contain words such as "anticipate," "believe," "expect," "plan," "estimate," "project," "continue," "will," "should," "may," and similar terms. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. These include, among others: the Company’s ability to manage economic, business and geopolitical conditions, including rising interest rates, global price inflation, and shortages impacting the availability of materials; the duration and severity of the COVID-19 pandemic, and governments’ responses to the pandemic such as regional lockdowns, including their impacts across our business on demand, supply chains, operations and liquidity; failure to successfully negotiate collective bargaining agreements or potential strikes, work stoppages or other similar events; changes in market demand for our products and services; rapid technological and market change; the ability to protect and avoid infringing upon intellectual property rights; challenges associated with the introduction or development of new products or transfer of work; higher risks in global operations and markets; the impact of intense competition; the physical and operational risks from natural disasters, severe weather events, climate change which may limit accessibility to sufficient water resources, outbreaks of contagious diseases and other adverse public health developments; acts of war, terrorism and other international conflicts; the failure to achieve anticipated cost savings and benefits associated with workforce reductions and restructuring actions; currency fluctuations and foreign currency exposure; impacts from goodwill impairment and related charges; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; inability to realize expected sales or profits from existing backlog due to a range of factors, including changes in customer sourcing decisions, material changes, production schedules and volumes of specific programs; the impact of government budget and funding decisions; government-imposed sanctions, tariffs, trade agreements and trade policies; changes or uncertainties in laws, regulations, rates, policies or interpretations that impact the Company’s business operations or tax status, including those that address climate change, environmental, health and safety matters, and the materials processed by our products or their end markets; fluctuations in the pricing or availability of raw materials, freight, transportation, energy, utilities and other items required by our operations; labor shortages or other business interruptions at transportation centers, shipping ports, our suppliers’ facilities or our facilities; disruptions in information technology systems, including as a result of cybersecurity attacks or data security breaches; the ability to hire and retain senior management and qualified personnel; the continuing impact of prior acquisitions and divestitures, and any other future strategic actions, and our ability to achieve the financial and operational targets set in connection with any such actions; the ability to achieve social and environmental performance goals; the outcome of pending and future litigation and governmental proceedings; the impact of actual, potential or alleged defects or failures of our products or third-party products within which our products are integrated, including product liabilities, product recall costs and uninsured claims; future repurchases of common stock; future levels of indebtedness; the impact of shareholder activism; and other risks and uncertainties described in documents filed with or furnished to the Securities and Exchange Commission ("SEC") by the Company, including, among others, those in the Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors sections of the Company's filings.









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The Company assumes no obligation to update its forward-looking statements.

Category: Earnings

Investors:
Barnes Group Inc.
William Pitts
Vice President, Investor Relations
860.583.7070
5

Barnes / 6
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Dollars in thousands, except per share data)
(Unaudited)

Three months ended September 30, Nine months ended September 30,
2022 2021 % Change 2022 2021 % Change
Net sales $ 314,744  $ 325,059  (3.2) $ 948,395  $ 947,846  0.1 
 
Cost of sales 208,649  205,079  1.7  628,593  602,943  4.3 
Selling and administrative expenses 76,059  76,271  (0.3) 218,646  230,271  (5.0)
Goodwill impairment charge —  —  68,194  — 
  284,708  281,350  1.2  915,433  833,214  9.9 
Operating income 30,036  43,709  (31.3) 32,962  114,632  (71.2)
Operating margin 9.5  % 13.4  % 3.5  % 12.1  %
 
Interest expense 3,357  4,027  (16.6) 10,249  12,443  (17.6)
Other expense (income), net 2,423  1,217  99.1  3,650  3,952  (7.6)
Income before income taxes 24,256  38,465  (36.9) 19,063  98,237  (80.6)
Income taxes 7,277  10,602  (31.4) 21,152  26,501  (20.2)
Net income (loss) $ 16,979  $ 27,863  (39.1) $ (2,089) $ 71,736  (102.9)
Common dividends $ 8,090  $ 8,099  (0.1) $ 24,282  $ 24,293  (0.0)
Per common share:
  Net income (loss):
     Basic $ 0.33  $ 0.55  (40.0) $ (0.04) $ 1.41  (102.8)
     Diluted 0.33  0.55  (40.0) (0.04) 1.40  (102.9)
  Dividends 0.16  0.16  —  0.48  0.48  — 
Weighted average common shares outstanding:
    Basic 50,919,955  50,905,202  —  50,981,874  50,925,702  0.1 
    Diluted 51,059,906  51,060,684  —  50,981,874  51,085,509  (0.2)














Barnes / 7
BARNES GROUP INC.
OPERATIONS BY REPORTABLE BUSINESS SEGMENT
(Dollars in thousands)
(Unaudited)

Three months ended September 30, Nine months ended September 30,
2022   2021 % Change 2022 2021 % Change
Net sales
   Industrial $ 203,959  $ 231,549  (11.9) $ 627,746  $ 686,220  (8.5)
   Aerospace 110,787  93,511  18.5  320,650  261,639  22.6 
   Intersegment sales (2) (1) (1) (13)
Total net sales $ 314,744  $ 325,059  (3.2) $ 948,395  $ 947,846  0.1 
Operating profit (loss)
   Industrial $ 8,809  $ 30,067  (70.7) $ (25,200) $ 78,635  (132.0)
   Aerospace 21,227  13,642  55.6  58,162  35,997  61.6 
Total operating profit $ 30,036  $ 43,709  (31.3) $ 32,962  $ 114,632  (71.2)
Operating margin Change Change
   Industrial 4.3  % 13.0  % (870) bps. -4.0  % 11.5  % (1,550) bps.
   Aerospace 19.2  % 14.6  % 460  bps. 18.1  % 13.8  % 430  bps.
Total operating margin 9.5  % 13.4  % (390) bps. 3.5  % 12.1  % (860) bps.
































Barnes / 8
BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
September 30, 2022 December 31, 2021
Assets
Current assets    
Cash and cash equivalents $ 71,585  $ 102,860 
Accounts receivable 260,163  262,257 
Inventories 268,854  239,655 
Prepaid expenses and other current assets 81,472  75,437 
Total current assets 682,074  680,209 
   
Deferred income taxes 21,732  21,976 
Property, plant and equipment, net 308,954  341,462 
Goodwill 784,952  955,370 
Other intangible assets, net 436,683  500,246 
Other assets 76,659  77,557 
Total assets $ 2,311,054  $ 2,576,820 
   
Liabilities and Stockholders' Equity  
Current liabilities  
Notes and overdrafts payable $ —  $ 1,900 
Accounts payable 136,485  131,076 
Accrued liabilities 145,898  175,583 
Long-term debt - current 1,339  1,835 
Total current liabilities 283,722  310,394 
   
Long-term debt 556,354  599,932 
Accrued retirement benefits 73,088  76,784 
Deferred income taxes 56,100  66,704 
Long-term tax liability 39,086  52,114 
Other liabilities 35,648  42,126 
   
Total stockholders' equity 1,267,056  1,428,766 
Total liabilities and stockholders' equity $ 2,311,054  $ 2,576,820 



















Barnes / 9
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

Nine months ended September 30,
2022 2021
Operating activities:      
Net (loss) income $ (2,089) $ 71,736 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
  Depreciation and amortization 69,022  68,004 
  Loss (gain) on disposition of property, plant and equipment 14  (414)
  Stock compensation expense 9,547  9,212 
  Non-cash goodwill impairment charge 68,194  — 
Changes in assets and liabilities:
Accounts receivable (17,923) (15,649)
Inventories (40,428) (5,582)
Prepaid expenses and other current assets (13,310) (7,205)
Accounts payable 10,509  17,827 
Accrued liabilities (28,637) (1,051)
Deferred income taxes (4,350) (7,052)
Long-term retirement benefits (660) 2,308 
Long-term tax liability (6,948) (6,949)
Other 521  2,605 
Net cash provided by operating activities 43,462  127,790 
 
Investing activities:
Proceeds from disposition of property, plant and equipment 104  1,204 
Capital expenditures (21,655) (26,735)
Other (2,168) 2,107 
Net cash used by investing activities (23,719) (23,424)
 
Financing activities:
Net change in other borrowings (941) (226)
Payments on long-term debt (80,777) (73,081)
Proceeds from the issuance of long-term debt 85,082  25,000 
Proceeds from the issuance of common stock 338  464 
Common stock repurchases (6,721) (5,229)
Dividends paid (24,282) (24,293)
Withholding taxes paid on stock issuances (818) (1,356)
Other (18,548) (9,835)
Net cash used by financing activities (46,667) (88,556)
 
Effect of exchange rate changes on cash flows (9,467) (2,923)
(Decrease) increase in cash, cash equivalents and restricted cash (36,391) 12,887 
Cash, cash equivalents and restricted cash at beginning of period 111,909  91,468 
Cash, cash equivalents and restricted cash at end of period 75,518  104,355 
    Less: Restricted cash, included in Prepaid expenses and other current assets (1,976) (6,239)
    Less: Restricted cash, included in Other assets (1,957) (4,641)
Cash and cash equivalents at end of period $ 71,585  $ 93,475 






Barnes / 10
BARNES GROUP INC.
RECONCILIATION OF NET CASH PROVIDED BY OPERATING ACTIVITIES TO FREE CASH FLOW
(Dollars in thousands)
(Unaudited)

Nine months ended September 30,
2022 2021
Free cash flow:
Net cash provided by operating activities $ 43,462  $ 127,790 
Capital expenditures (21,655) (26,735)
Free cash flow (1)
$ 21,807  $ 101,055 

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.





























Barnes / 11
BARNES GROUP INC.
NON-GAAP FINANCIAL MEASURE RECONCILIATION
(Dollars in thousands, except per share data)
(Unaudited)
Three months ended September 30, Nine months ended September 30,
2022 2021 % Change 2022 2021 % Change
SEGMENT RESULTS
Operating Profit (Loss) - Industrial Segment (GAAP) $ 8,809  $ 30,067  (70.7) $ (25,200) $ 78,635  (132.0)
Restructuring/reduction in force charges 9,442  (59) 9,800  246 
Goodwill impairment charge —  —  68,194  — 
Operating Profit - Industrial Segment as adjusted (Non-GAAP) (1)
$ 18,251  $ 30,008  (39.2) $ 52,794  $ 78,881  (33.1)
Operating Margin - Industrial Segment (GAAP) 4.3  % 13.0  % (870) bps. -4.0  % 11.5  % (1,550) bps.
Operating Margin - Industrial Segment as adjusted (Non-GAAP) (1)
8.9  % 13.0  % (410) bps. 8.4  % 11.5  % (310) bps.
Operating Profit - Aerospace Segment (GAAP) $ 21,227  $ 13,642  55.6  $ 58,162  $ 35,997  61.6 
Restructuring/reduction in force charges (431) 222  (5) 671 
Operating Profit - Aerospace Segment as adjusted (Non-GAAP) (1)
$ 20,796  $ 13,864  50.0  $ 58,157  $ 36,668  58.6 
Operating Margin - Aerospace Segment (GAAP) 19.2  % 14.6  % 460  bps. 18.1  % 13.8  % 430  bps.
Operating Margin - Aerospace Segment as adjusted (Non-GAAP) (1)
18.8  % 14.8  % 400  bps. 18.1  % 14.0  % 410  bps.
CONSOLIDATED RESULTS
Operating Income (GAAP) $ 30,036  $ 43,709  (31.3) $ 32,962  $ 114,632  (71.2)
Restructuring/reduction in force charges 9,011  163  9,795  917 
Goodwill impairment charge —  —  68,194  — 
Operating Income as adjusted (Non-GAAP) (1)
$ 39,047  $ 43,872  (11.0) $ 110,951  $ 115,549  (4.0)
Operating Margin (GAAP) 9.5  % 13.4  % (390) bps. 3.5  % 12.1  % (860) bps.
Operating Margin as adjusted (Non-GAAP) (1)
12.4  % 13.5  % (110) bps. 11.7  % 12.2  % (50) bps.
Diluted Net Income (Loss) per Share (GAAP) $ 0.33  $ 0.55  (40.0) $ (0.04) $ 1.40  (102.9)
Foreign tax matters —  —  —  (0.04)
Restructuring/reduction in force charges 0.16  —  0.17  0.01 
Goodwill impairment charge —  —  1.34  — 
Diluted Net Income per Share as adjusted (Non-GAAP) (1)
$ 0.49  $ 0.55  (10.9) $ 1.47  $ 1.37  7.3 
Full-Year 2021 Full-Year 2022 Outlook
Operating Margin (GAAP) 11.9  % 4.8  % to 5.3  %
Restructuring/reduction in force charges 0.1  % 1.3%
Goodwill impairment charge —  5.4%
Operating Margin as adjusted (Non-GAAP) (1)
12.0  % 11.5  %  to 12.0  %
Diluted Net Income per Share (GAAP) $ 1.96  $ 0.30  to $ 0.40
Foreign tax matters (0.04)
Restructuring/reduction in force charges 0.02  0.27
Goodwill impairment charge —  1.33
Diluted Net Income per Share as adjusted (Non-GAAP) (1)
$ 1.94  $ 1.90   to $ 2.00

Notes:
(1) The Company has excluded the following from its "as adjusted" financial measurements for 2022: 1) charges related to restructuring actions at certain businesses, including $9.8M reflected within operating profit ($9.0M in the third quarter) and $1.4M reflected within other expense (income), net ($1.4M in the third quarter) and 2) the goodwill impairment charge recorded in the second quarter of 2022 related to the Automation reporting unit. The Company has excluded the following from its "as adjusted" financial measurements for 2021: 1) the impact of certain foreign tax matters including a benefit related to the Italy tax realignment, partially offset by a charge related to the UK tax rate and 2) charges related to restructuring actions at certain businesses. The tax effects of the restructuring actions were calculated based on the respective tax jurisdictions and ranged from approximately 15% to approximately 30%. The goodwill impairment charge did not have a tax effect as it is not deductible for book purposes. Management believes that these adjustments provide the Company and its investors with an indication of our baseline performance excluding items that are not considered to be reflective of our ongoing results. Management does not intend results excluding the adjustments to represent results as defined by GAAP, and the reader should not consider it as an alternative measurement calculated in accordance with GAAP, or as an indicator of the Company's performance. Accordingly, the measurements have limitations depending on their use.

EX-99.2 3 exhibit99209302022.htm EX-99.2 Document


October 27, 2022

Thomas O. Barnes
Chairman of the Board of Directors
Thomas J. Hook
President and Chief Executive Officer
Barnes Group Inc.
Bristol, CT 06010

Dear Tom B. and Tom H,

This letter serves as notice that, effective at the close of business on October 31, 2022, I hereby voluntarily retire from my role as Executive Vice Chairman of Barnes Group Inc. (the “Company”) and voluntarily resign as a member of the Company’s Board of Directors, for personal reasons related to health matters affecting my family.

My decision to voluntarily resign from the Company’s Board of Directors is not the result of any disagreement with Company management on any matter relating to the Company’s operations, policies or practices, or with the Company’s Board of Directors.

I am honored to have been a part of Barnes, and I wish each of you, the Board, and Barnes’ management well in the Company’s next chapter.

Sincerely,

/s/ Patrick Dempsey

Patrick Dempsey