UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM l0-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 June 30, 2001
or
( ) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For transition period from
--------------------
to
--------------------
Commission File Number 1-4801
BARNES GROUP INC.
(a Delaware Corporation)
I.R.S. Employer Identification No. 06-0247840
123 Main Street, Bristol, Connecticut 06010
Telephone Number (860) 583-7070
Number of common shares outstanding at
August 6, 2001 - 18,471,340
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
--- ---
-1-
BARNES GROUP INC.
FORM 10-Q INDEX
For the Quarterly period ended June 30, 2001
DESCRIPTION PAGES
- ----------- -----
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
Consolidated Statements of Income
for the three months ended and six months
ended June 30, 2001 and 2000 3
Condensed Consolidated Balance Sheets as
of June 30, 2001 and December 31, 2000 4-5
Consolidated Statements of Cash Flows
for the six months ended June 30,
2001 and 2000 6
Notes to Consolidated Financial
Statements 7-11
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 11-15
ITEM 3. Quantitative and Qualitative Disclosure
About Market Risk 16
PART II. OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K 16
Signatures 17
-2-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
-------------------- -------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net sales $199,464 $188,465 $398,714 $361,472
Cost of sales 133,890 122,847 266,452 239,165
Selling and admin-
istrative expenses 52,134 49,480 105,069 90,413
-------- -------- -------- --------
186,024 172,327 371,521 329,578
-------- -------- -------- --------
Operating income 13,440 16,138 27,193 31,894
Other income 1,336 1,057 2,741 2,376
Interest expense 4,486 3,464 8,719 6,242
Other expenses 1,129 917 2,302 1,591
-------- -------- -------- --------
Income before income
taxes 9,161 12,814 18,913 26,437
Income taxes 2,290 3,708 4,728 7,931
-------- -------- -------- --------
Net income $ 6,871 $ 9,106 $ 14,185 $ 18,506
======== ======== ======== ========
Per common share:
Net income
Basic $ .37 $ .49 $ .76 $ 1.00
Diluted .36 .49 .75 .99
Dividends .20 .20 .40 .39
Average common shares
outstanding
Basic 18,508,148 18,454,001 18,564,143 18,526,290
Diluted 18,913,360 18,640,858 18,925,590 18,701,533
See accompanying notes.
-3-
BARNES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
ASSETS June 30, December 31,
2001 2000
--------- ------------
(Unaudited)
Current assets
Cash and cash equivalents $ 35,107 $ 23,303
Accounts receivable, less allowances
(2001-$2,522; 2000-$2,720) 114,771 107,434
Inventories
Finished goods 48,021 59,665
Work-in-process 15,710 13,605
Raw materials and supplies 16,269 15,244
-------- --------
80,000 88,514
Deferred income taxes and prepaid
expenses 20,942 22,097
-------- --------
Total current assets 250,820 241,348
Deferred income taxes 12,247 15,010
Property, plant and equipment 406,750 400,319
Less accumulated depreciation 246,504 236,553
-------- --------
160,246 163,766
Goodwill 159,026 155,667
Other assets 56,150 61,150
-------- --------
Total assets $638,489 $636,941
======== ========
See accompanying notes.
-4-
BARNES GROUP INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
LIABILITIES AND STOCKHOLDERS' EQUITY June 30, December 31,
2001 2000
--------- ------------
(Unaudited)
Current liabilities
Notes payable $ 4,181 $ 6,896
Accounts payable 66,929 59,767
Accrued liabilities 54,817 60,183
-------- --------
Total current liabilities 125,927 126,846
Long-term debt 230,000 230,000
Accrued retirement benefits 68,119 67,686
Other liabilities 10,035 11,076
Stockholders' equity
Common stock-par value $0.01 per share
Authorized: 60,000,000 shares
Issued: 22,037,769 shares
stated at par value 220 220
Additional paid-in capital 53,051 51,845
Treasury stock at cost,
2001-3,552,870 shares
2000-3,430,411 shares (73,601) (69,181)
Retained earnings 245,925 239,266
Accumulated other comprehensive income (21,187) (20,817)
-------- --------
Total stockholders' equity 204,408 201,333
-------- --------
Total liabilities and stockholders'
equity $638,489 $636,941
======== ========
See accompanying notes.
-5-
BARNES GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six months ended June 30, 2001 and 2000
(Dollars in thousands)
(Unaudited)
2001 2000
------- -------
Operating Activities:
Net income $14,185 $18,506
Adjustments to reconcile net income to
net cash from operating activities:
Depreciation and amortization 19,061 17,231
(Loss) gain on sale of property,
plant and equipment (2) 26
Changes in assets and liabilities:
Accounts receivable (9,569) (13,746)
Inventories 6,487 (7,135)
Accounts payable 7,658 (3,737)
Accrued liabilities (9,165) (1,101)
Deferred income taxes 4,175 541
Other (6,200) (5,282)
------- -------
Net Cash Provided by Operating Activities 26,630 5,303
Investing Activities:
Proceeds from sale of property, plant
and equipment 132 297
Capital expenditures (11,026) (11,516)
Business acquisitions . (39) (62,580)
Other (2,362) (1,010)
------- -------
Net Cash Used by Investing Activities (13,295) (74,809)
Financing Activities:
Net (decrease) increase in notes payable (2,904) 23,338
Proceeds from the issuance of long-term debt -- 60,000
Proceeds from the issuance of common stock 1,113 901
Common stock repurchases (4,870) (7,136)
Dividends paid (7,425) (7,223)
Proceeds from sale of debt swap 13,766 --
------- -------
Net Cash (Used) Provided by Financing Activities (320) 69,880
Effect of exchange rate changes on cash flows (1,211) (1,404)
------- -------
Increase (decrease)in cash and cash equivalents 11,804 (1,030)
Cash and cash equivalents at beginning of period 23,303 43,632
------- -------
Cash and cash equivalents at end of period $35,107 $42,602
======= =======
See accompanying notes.
-6-
Notes to Consolidated Financial Statements:
1. Summary of Significant Accounting Policies
------------------------------------------
The accompanying unaudited condensed consolidated balance
sheet and consolidated statements of income and cash flows
have been prepared in accordance with generally accepted
accounting principles for interim financial information and
with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. The December 31, 2000 balance sheet was
derived from audited financial statements. The financial
statements do not include all information and footnotes
required by generally accepted accounting principles for
complete financial statements. For additional information,
please refer to the consolidated financial statements and
footnotes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2000. In the opinion of
management, all adjustments, including normal recurring
accruals considered necessary for a fair presentation, have
been included. Operating results for the six-month period
ended June 30, 2001 are not necessarily indicative of the
results that may be expected for the year ending December
31, 2001.
The Company's policy for classifying cash flows from
derivatives is to report the cash flows consistent with the
underlying instrument.
2. Accounting Change
-----------------
The Company adopted Statement of Financial Accounting
Standards No. 133 (FAS 133), "Accounting for Derivative
Instruments and Hedging Activities", as amended, on January
1, 2001. The standard requires that all derivative
instruments be recorded on the balance sheet at fair value.
The accounting for changes in the fair value depends on how
the derivative is used and designated. In accordance with
the transition provisions of FAS 133, the Company recorded a
$0.4 million gain which was entirely offset by a loss
recorded on the re-measurement of underlying balance sheet
items. There was no transition adjustment to other
comprehensive income.
The Company is exposed to fluctuations in interest rates,
foreign currency exchange rates and commodity price changes.
These financial exposures are monitored and managed by the
Company as an integral part of its risk management program.
The Company uses financial instruments to mitigating
fluctuations in its cost of debt and to hedge its exposure
to fluctuations in interest rates and foreign currency
exchange rates. The Company does not use derivatives to
manage commodity exposures or for speculative or trading
purposes.
-7-
Notes to Consolidated Financial Statements Continued:
Interest Rate Exposures: The Company's long-term debt
portfolio consists of fixed rate and variable rate
instruments and is managed to mitigate fluctuations in
interest rates. Interest rate fluctuations result in changes
in the market value of the Company's fixed rate debt. As part
of managing its debt portfolio, the Company maintains an
interest rate exchange agreement to convert a portion of its
9.47% fixed rate Senior Notes to variable rate debt. This
interest rate contract is a fair value hedge, which is
effective in offsetting fluctuations in the fair value of the
hedged portion of the debt instrument. The gains and losses
on the interest rate contract are recorded to earnings and
are offset by gains and losses recorded on the re-measurement
of the underlying debt.
In March 2001, the Company sold its $70 million cross-
currency debt swap. The accumulated adjustment to the
carrying value of the debt will be recognized in accordance
with terms of the underlying debt.
Foreign Currency Exposures: The Company has manufacturing,
sales and distribution facilities around the world and thus
makes investments and conducts business transactions
denominated in various currencies. Foreign currency
commitment and transaction exposures are managed at the
operating units as an integral part of their businesses in
accordance with corporate policy that addresses acceptable
levels of foreign currency risk. The Company uses foreign
currency forward exchange contracts to hedge certain of these
risks. These contracts qualify as fair value hedges of
unrecognized firm commitments or cash flow hedges of
anticipated transactions. The Company does not hedge its
foreign currency net investment exposure.
At June 30, 2001, the fair value of derivatives held by the
Company was a net asset of $0.3 million. During the six
months ended June 30, 2001, gains or losses related to hedge
ineffectiveness, which amounts were reclassified to
stockholders' equity, were immaterial.
-8-
Notes to Consolidated Financial Statements Continued:
3. Comprehensive Income
--------------------
Comprehensive income includes all changes in equity during a
period except those resulting from the investment by and
distributions to owners. For the Company, comprehensive
income includes net income, foreign currency translation
adjustments, and deferred gains and losses related to
certain derivative instruments. The resulting gains and
losses are reflected in accumulated other comprehensive
income within stockholders' equity.
Statement of Comprehensive Income
(Dollars in thousands)
(Unaudited)
Three months ended Six months ended
June 30, June 30,
------------------- -------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net income $ 6,871 $ 9,106 $ 14,185 $ 18,506
Unrealized gains on
hedging activities 260 -- 436 --
Foreign currency
translation adjustment (307) 2,590 (806) 1,538
-------- -------- -------- --------
Comprehensive income $ 6,824 $ 11,696 $ 13,815 $ 20,044
======== ======== ======== ========
4. Stock Plans
-----------
Most U.S. salaried and non-union hourly employees are
eligible to participate in the Company's 401(K) plan.
Effective April 1, 2001, the 401(K) plan, previously called
the Barnes Group Inc. Guaranteed Stock Plan (GSP), was
amended and renamed the Retirement Savings Plan (RSP). The
RSP continues to provide for the investment of employer and
employee contributions in the Company's common stock and also
provides for employee contributions in other investment
alternatives.
Employee contributions to the RSP for investment in the
Company's common stock after March 31, 2001 are no longer
guaranteed a minimum rate of return. However, the Company
continues to guarantee a minimum rate of return on certain
pre-April 1, 2001 assets of the plan. This guarantee will
only become a liability for the Company if,
-9-
Notes to Consolidated Financial Statements Continued:
and to the extent that, the value of the related Company
stock does not cover the guaranteed asset value when an
employee withdraws from the plan. At June 30, 2001, the value
of the Company's guarantee on these assets was immaterial.
5. Information on Business Segments
--------------------------------
The following tables set forth information about the
Company's operations by its three reportable business
segments:
Three months ended Six months ended
June 30, June 30,
------------------- -------------------
2001 2000 2001 2000
-------- -------- --------- --------
(Dollars in thousands)
(Unaudited)
Revenues:
Associated Spring $ 74,759 $ 86,152 $150,752 $172,465
Barnes Aerospace 50,174 30,387 97,064 59,677
Barnes Distribution 77,001 75,366 156,408 136,453
Intersegment sales (2,470) (3,440) (5,510) (7,123)
-------- -------- -------- --------
Total revenues $199,464 $188,465 $398,714 $361,472
======== ======== ======== ========
Operating profit:
Associated Spring $ 8,171 $ 12,508 $ 15,339 $ 24,844
Barnes Aerospace 3,939 1,899 7,866 3,008
Barnes Distribution 1,868 2,344 4,819 5,258
-------- -------- -------- --------
Total operating profit 13,978 16,751 28,024 33,110
Interest income 283 273 443 549
Interest expense (4,486) (3,464) (8,719) (6,242)
Other expense (614) (746) (835) (980)
-------- -------- -------- --------
Income before income
taxes $ 9,161 $ 12,814 $ 18,913 $ 26,437
======== ======== ======== ========
-10-
Notes to Consolidated Financial Statements Continued:
6. New Accounting Standards
------------------------
In July 2001, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 141,
"Business Combinations" and SFAS No. 142, "Goodwill and
Other Intangible Assets". SFAS 141 requires companies to
account for acquisitions entered into after June 30, 2001
using the purchase method and establishes criteria to be used
in determining whether acquired intangible assets are to be
recorded separately from goodwill. SFAS 142 sets forth the
accounting for goodwill and other intangible assets related
to business combinations. Goodwill and other intangible
assets with indefinite lives will no longer be amortized and
instead will be evaluated annually for impairment by
comparing the fair value at the reporting unit level to its
carrying value. Intangible assets with definitive lives will
be amortized over their useful lives. SFAS 142 is effective
January 1, 2002 for the Company.
Management is in the process of analyzing and assessing the
impact of the adoption of these statements. The Company does
not expect the adoption of SFAS 141 to have a material effect
on its financial position or results of operations. The
Company expects that adoption of SFAS 142 will have a
favorable impact on net income due to the elimination of
goodwill amortization; however, the actual effect on the
Company's consolidated results of operations and financial
position is not determinable at this time.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Results of Operations
---------------------
Net sales for the second quarter 2001 were the highest
quarterly sales ever in the Company's history at $199.5
million, up 5.8% from $188.5 million last year. Net sales
growth in the second quarter reflected a sharp rise in sales
at Barnes Aerospace and sales from the Company's recent
acquisitions. This was partially offset by a decline in the
transportation and telecommunications-related sales at
Associated Spring and the adverse impact on Barnes
Distribution of economic conditions in the manufacturing and
heavy industrial sectors.
-11-
Management's Discussion and Analysis of Financial Condition and
Results of Operations Continued:
The Company's first half sales were $398.7 million, up 10.3%
from $361.5 million in 2000.
Second quarter operating income was $13.4 million compared
to $16.1 million in the corresponding 2000 period. The 2001
year-to-date operating income was $27.2 million compared to
$31.9 million in 2000. These results reflect period-over-
period sales and earnings growth in the Barnes Aerospace
segment, which were more than offset by lower earnings in
the Barnes Distribution segment and sharply lower sales and
earnings in the Associated Spring segment.
Operating income margin for the second quarter was 6.7%
compared to 8.6% a year ago. This decrease reflects a lower
gross margin of 32.9% compared to 34.8% a year ago,
primarily due to lower sales volume at Associated Spring.
Selling and administrative expenses, while up 5.4% in total,
decreased as a percentage of sales. The increase in selling
and administrative expenses reflects a continued strategic
investment in sales and marketing for the purpose of
stimulating sales growth in new businesses and new customers
as well as additional selling and administrative expenses
related to the added sales from the acquired businesses.
Segment Review - Sales and Operating Profit
-------------------------------------------
Associated Spring sales for the 2001 second quarter and
first half were $74.8 million and $150.8 million, down 13.2%
and 12.6% from a year ago. Sales in 2001 were negatively
impacted by the slowdown in the domestic transportation
sector, as well as the global decline in sales of
telecommunications products. The second quarter and first
half operating profit for the segment also decreased
substantially to $8.2 million and $15.3 million, a 34.7% and
38.3% decrease over the comparable 2000 periods. This
decrease in operating profits reflects the sales volume
decline partly offset by cost reductions.
Barnes Aerospace second quarter and year-to-date 2001
segment sales were $50.2 million and $97.1 million, up 65.1%
and 62.6%, respectively, over the comparable 2000 periods.
Organic sales were $38.5 million in the second quarter, up
26.6%, reflecting penetration of new accounts and sales of
new products. Sales from the Kratz-Wilde/Apex business,
acquired in September 2000, totaled $11.7 million in the
second quarter. Orders were $60.5 million for the quarter
and order backlog increased to a record $166.9 million from
$144.9 million at December 31, 2000.
-12-
Management's Discussion and Analysis of Financial Condition and
Results of Operations Continued:
Operating profit more than doubled from the comparable 2000
periods as a result of the higher sales volume and the
Kratz-Wilde/Apex acquisition, partially offset by higher
expenses related to a large number of new product
introductions.
Barnes Distribution second quarter and year-to-date 2001
segment sales were $77.0 million and $156.4 million, an
increase of 2.2% and 14.6% over the comparable 2000 periods.
Second quarter sales included $21.2 million from Curtis,
which was acquired in May 2000, up from $14.8 million in
sales in the year-ago period. This increase was offset in
part by lower sales at the Raymond division, reflecting the
general economic conditions in the manufacturing and heavy
industrial sectors. Operating profit for the second quarter
and year-to-date periods decreased to $1.9 million and $4.8
million, respectively. Operating profits declined on lower
sales from Barnes Distribution's organic businesses,
particularly at the Raymond division, partially offset by
higher sales volume and cost synergies achieved through the
Curtis acquisition.
Non-Operating Income/Expense
----------------------------
Higher other income for the first half of 2001 compared to
2000 resulted from foreign exchange transaction gains of
$1.4 million compared to $0.5 million. This increase was
partially offset by lower income from the Company's NASCO
joint venture.
The increase in other expenses in the first half of 2001
compared to 2000 was largely attributable to higher goodwill
amortization, a result of two acquisitions made in 2000.
Interest expense also increased substantially due to the
debt service on acquisition-related debt.
Income Taxes
------------
The Company's effective tax rate for first half 2001 was
25.0% compared to 30.0% in 2000. The lower rate in 2001 is
due to a higher percentage of foreign income in
jurisdictions with tax rates lower than the U.S. statutory
tax rate.
-13-
Management's Discussion and Analysis of Financial Condition and
Results of Operations Continued:
Net Income and Net Income Per Share
-----------------------------------
Consolidated net income for the second quarter of 2001 and
2000 was $6.9 million and $9.1 million, respectively. Basic
and diluted earnings per share for the second quarter of 2001
were $.37 and $.36, respectively, compared to basic and
diluted earnings per share of $.49 for the second quarter,
2000. For the purposes of computing diluted earnings per
share, the weighted average number of shares outstanding was
increased for the potential dilutive effects of stock-based
incentive plans.
Financial Condition
-------------------
Cash Flows
----------
Net cash provided by operating activities in the first six
months of 2001 was $26.6 million, compared to $5.3 million in
2000. In the first half of 2001, the significant increase in
operating cash flow was due primarily to the continued
improvements in working capital. Management continues its
focus on aggressive asset management and was effective in
actively reducing overall working capital levels during the
first half of 2001.
Net cash used by investing activities in the first half of
2001 was $13.3 million compared to $74.8 million in 2000.
The cash used in 2000 includes $62.6 million for the
acquisition of Curtis. In 2001, funds used for a small bolt-
on acquisition were offset in large part by a purchase price
adjustment received in 2001 on the Kratz-Wilde/Apex
acquisition, which was completed in the second half of 2000.
Net cash used by financing activities was $0.3 million in the
first six months of 2001, compared to net cash provided by
financing activities of $69.9 million in the comparable
period of 2000. Cash generated from the sale of a cross-
currency debt swap is included in 2001. The proceeds from
this sale, combined with very strong operating cash flow,
were used in part to fund capital expenditures, pay
dividends, repurchase the Company's stock and reduce debt. In
2000, the increase in borrowings reflected the issuance of
additional long-term debt to fund the acquisition of Curtis
as well as cash needed to supplement cash generated by
operating activities to finance capital expenditures,
dividends and stock repurchases.
-14-
Management's Discussion and Analysis of Financial Condition and
Results of Operations Continued:
Liquidity and Capital Resources
-------------------------------
At June 30, 2001, the Company classified as long-term debt
$3.1 million of the current portion of its 9.47% long-term
notes. The Company has both the intent and the ability,
through its revolving credit agreement, to refinance this
amount on a long-term basis.
The Company maintains substantial bank borrowing facilities
to supplement internal cash generation. At June 30, 2001, the
Company had $150.0 million of borrowing capacity under its
long-term revolving credit agreement of which $65.0 million
was borrowed.
The Company had $4.0 million in borrowings under uncommitted
short-term bank credit lines at June 30, 2001. The interest
rate on these borrowings averaged 4.76%. The Company believes
its credit facilities coupled with cash generated from
operations are adequate to finance its anticipated future
requirements.
On June 19, 2001, Associated Spring - Asia PTE.LTD a wholly-
owned subsidiary of the Company, entered into an agreement
with The Development Bank of Singapore Limited, to make
available to Associated Spring - Asia PTE. LTD a term loan
facility of up to Yen 3.3 billion. The amount was
subsequently reduced to Yen 3.0 billion. The Company
guarantees amounts due under the agreement. As of June 30,
2001, there were no borrowings under this agreement.
Forward-Looking Statements
--------------------------
The Company cautions readers that certain factors may affect
the Company's results for future fiscal periods. These
factors involve risks and uncertainties that could cause
actual results to differ materially from those expressed or
implied in any forward-looking statements made on behalf of
the Company. For this purpose, any statement other than one
of historical fact may be considered a forward-looking
statement, as defined in the Public Securities Litigation and
Reform Act of 1995. Some factors that could cause actual
results to vary materially from those anticipated in forward-
looking statements include changes in worldwide economic and
political conditions, currency and interest rate
fluctuations, regulatory and technological changes, changes
in market demand for the types of products and services
produced and sold by the Company and the inability to realize
projected synergies of acquisitions.
-15-
Item 3. Quantitative and Qualitative Disclosure About Market
Risk
At June 30, 2001, the result of a hypothetical 1% increase in
the average cost of the Company's variable-rate debt would
reduce pretax profit of the Company by $0.8 million on an
annual basis. For additional information, please refer to the
consolidated financial statements and footnotes included in
the Company's Annual Report on Form 10-K for the year ended
December 31, 2000.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
Exhibit 10.1 Term loan facility agreement between
Associated Spring - Asia PTE. LTD and The Development
Bank of Singapore Limited, dated June 19, 2001.
Exhibit 10.2 Guarantee of term loan facility agreement,
between Barnes Group Inc. and The Development Bank of
Singapore Limited, dated June 19, 2001.
Exhibit 10.3 Currency swap and interest rate hedging
master agreement between Associated Spring - Asia PTE.
LTD and The Development Bank of Singapore Limited, dated
June 19, 2001.
Exhibit 10.4 Guarantee of currency swap and interest
rate hedging agreement between Barnes Group Inc. and The
Development Bank of Singapore Limited, dated June 19,
2001.
(b) No reports on Form 8-K were filed during the quarter
ended June 30, 2001.
-16-
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 thereunto duly authorized.
Barnes Group Inc.
(Registrant)
Date August 14, 2001 By /S/ William C. Denninger
--------------- -------------------------------------
William C. Denninger
Senior Vice President, Finance
and Chief Financial Officer
(the principal financial officer)
Date August 14, 2001 By /s/ Francis C. Boyle, Jr.
--------------- -------------------------------------
Francis C. Boyle, Jr.
Vice President, Controller
(the principal accounting officer)
-17-