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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, 1997
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
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
123 MAIN STREET, BRISTOL, CONNECTICUT 06011-0489
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(Address of Principal Executive Office) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (860) 583-7070
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which registered
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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 $509,179,001 as of January 31, 1998. The registrant
had outstanding 20,165,505 shares of common stock as of January 31, 1998.
DOCUMENTS INCORPORATED BY REFERENCE:
Parts I and II incorporate information by reference from the registrant's 1997
Annual Report to Stockholders. Part III incorporates information by reference
from the registrant's Proxy Statement dated March 11, 1998.
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PART I
Item 1. Business.
The Company was organized as a Delaware corporation in 1925.
The Company is in three businesses: Bowman Distribution, a distributor of
consumable repair and replacement products for industrial, heavy equipment, and
transportation maintenance markets; Associated Spring, a manufacturer and
distributor of custom-made springs and other close-tolerance engineered metal
components; and Barnes Aerospace, a manufacturer of precision machined and
fabricated assemblies for the aircraft and aerospace industries and a
refurbisher of jet engine components.*
Bowman Distribution. Bowman Distribution is engaged in
distributing in the United States, Canada, the United Kingdom and France, a
variety of replacement parts and other products, including fasteners and special
purpose hardware, automotive parts, automotive specialties and accessories,
general purpose electric and gas welding supplies, industrial maintenance
supplies, and industrial aerosols such as adhesives, lubricants, and sealants.
The products sold by Bowman Distribution are generally not
manufactured by the Company, but are obtained from a number of outside
suppliers. The vast majority of the products are repackaged and sold under
Bowman's labels.
Sales by Bowman Distribution in the United States and Canada
are primarily to industrial and food processing plants, chemical and
petrochemical process industries, contractors, new-car dealers, garages, service
stations, operators of vehicle fleets, railroads, electric utilities and airline
ground maintenance facilities.
Associated Spring. Associated Spring manufactures and
distributes a wide variety of custom metal parts for mechanical purposes. It is
equipped to produce practically every type of spring requiring precision
engineering, as well as an extensive variety of precision metal components and
assemblies. Its products range in size from fine hairsprings for instruments to
large springs for heavy machinery, and its output of a given metal part may vary
in amount from a few units to several million. Associated Spring does not
produce leaf springs or bed springs.
Associated Spring's custom metal parts 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. Custom metal
parts are sold primarily
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*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 "Bowman Distribution" refer to the
above-defined businesses, but not to separate corporate entities.
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through Associated Spring's sales employees. In view of the diversity of
functions which Associated Spring's custom metal parts perform, Associated
Spring's output is characterized by little standardization, with the major
portion being manufactured to customer specifications.
The automotive and automotive parts industries constitute
Associated Spring's largest single custom metal parts market. Other important
outlets include manufacturers of industrial and textile machinery, motors,
generators, electronic equipment, aircraft, diesel and other internal combustion
engines, household appliances and fixtures, hardware, office equipment,
agricultural equipment, railroad equipment, general machinery and scientific
instruments.
The Associated Spring Distribution division is engaged in the
distribution of industrial products to the tool and die market, of which die
springs manufactured primarily by Associated Spring are the principal item. It
also distributes certain standard parts manufactured by Associated Spring
consisting primarily of stock wire and flat springs which are sold under the
Company's SPEC registered trademark.
Associated Spring also has manufacturing operations in Brazil,
Canada, Mexico and Singapore, and distribution operations in the United Kingdom
and France. The Company has retained a minority interest of 15% in its former
subsidiary in Argentina.
The Company is a partner 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"), has a manufacturing
facility in Bowling Green, Kentucky. It manufactures and sells hot-wound coil
springs for automotive suspension systems and counterbalance torque bars for
trunk lids. Barnes Group owns a minority interest of 45% in NASCO.
Barnes Aerospace. Barnes Aerospace is engaged in the advanced
fabrication and precision machining of components for jet engines and airframes
as well as the repair and overhaul of jet engine components. The Original
Equipment Manufacture (OEM) and overhaul and repair businesses constitute the
Barnes Aerospace group.
The OEM division consists of three facilities located at
Windsor, Connecticut, Lansing, Michigan and Ogden, Utah. The Windsor plant
manufactures machined and fabricated parts as well as assemblies. It specializes
in the machining of difficult-to-process aircraft engine superalloys.
Manufacturing processes include computer numerically controlled machining,
electrical discharge machining, laser drilling, creep-feed grinding and
automated deburring. Customers include gas turbine engine manufacturers for
commercial and military jets as well as land-based turbines. The Lansing and
Ogden plants specialize in hot forming and fabricating titanium and other
high-temperature alloys
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such as hastelloy and inconel for use in precision details and assemblies for
aircraft engine and airframe applications. They utilize advanced manufacturing
processes including superplastic forming and diffusion bonding.
The overhaul and repair business, which maintains facilities
in Windsor, Connecticut and Singapore, specialize in refurbishing jet engine
components. Electron beam welding and plasma spray are two of the major
processes used by this business. Customers include approximately 30 airlines and
engine overhaul businesses worldwide and the U.S. military.
Segment Analysis. The analysis of the Company's revenue from
sales to unaffiliated customers, operating income and identifiable assets by
industry segments and geographic areas appearing on pages 29 and 30 of the
Company's 1997 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 domestic manufacturer of precision springs used for mechanical purposes.
The Company also faces active competition in the products sold by Bowman
Distribution. The principal methods of competition for the Company's three
businesses include service, quality, price, reliability of supply, and also, in
the case of Associated Spring and Barnes Aerospace, technology and design.
Backlog. The backlog of the Company's orders believed to be
firm amounted to $185,336,000 at the end of 1997, as compared with $151,142,000
at the end of 1996. Of the 1997 year-end backlog, $131,427,000 is attributable
to the Barnes Aerospace Group and all of the balance is attributable to the
Associated Spring Group. $29,487,000 of Barnes Aerospace's backlog is not
expected to be shipped in 1998. Substantially all of the remainder of the
Company's backlog is expected to be shipped during 1998.
Raw Materials and Customers. None of the Company's divisions
or groups are dependent upon any single source for any of their 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
1997. Automotive manufacturers and manufacturers of electronic products are
important customers of Associated Spring. Sales by Barnes Aerospace to two
domestic jet engine manufacturers accounted for approximately 53% of its
business. Bowman 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 the 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 improving significantly existing
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products or services. The Company spent approximately $3,625,000 on its research
and development activities in 1997, as compared to expenditures of approximately
$3,957,000 in 1996 and $3,087,000 in 1995. There were no significant
customer-sponsored research and development activities.
Patents and Trademarks. Patents, licenses, franchises and
concessions are not material to any of the Company's businesses.
Employees. As of the date of this report, the Company employs
approximately 3,900 people, 670 of which are union employees. The Company
considers its relations with its employees to be good.
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 Canadian subsidiary operate 12
manufacturing plants and 14 warehouses at various locations throughout the
United States and Canada, of which all of the plants and 6 of the warehouses are
owned and the others are leased. Of the properties which are owned, none are
subject to any encumbrance. The Company's other foreign subsidiaries own or
lease plant or warehouse facilities in the countries where their operations are
conducted. The listing of the facility locations of each of the Company's
businesses contained in the Directory of Operations, which appears on page 34 of
the 1997 Annual Report to Stockholders included as Exhibit 13 to this report, is
incorporated by reference.
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.
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Item 4. Submission of Matters to a Vote of Security Holders.
No matter was submitted during the fourth quarter of 1997 to a
vote of security holders.
The following information is included in accordance with the
provisions of Item 401(b) of Regulation S-K:
Executive Officers of the Company*
Age as of
Executive Officer Position December 31, 1997
- ----------------- -------- -----------------
Theodore E. Martin President and Chief Executive Officer 58
(since 1995)
Cedric D. Beckett Vice President, Barnes Group Inc. and President, 33
Barnes Aerospace (since 1997)
Francis C. Boyle, Jr. Vice President, Controller (since 1997) 47
Leonard M. Carlucci Vice President, Barnes Group Inc. (since 1994) 51
and President, Bowman Distribution (since 1995)
Ali A. Fadel Vice President, Barnes Group Inc. and President, 42
Associated Spring (since 1994)
William V. Grickis, Jr. Vice President, General Counsel and Secretary 47
(since 1997)
John J. Locher Vice President, Treasurer (since 1992) 53
Terry M. Murphy Senior Vice President, Finance 49
(since 1997)
James A. Paynter Senior Vice President, Human Resources (since 57
1997)
* All officers are elected by the Board of Directors and serve an indefinite
term at the discretion of the Board.
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Except for Messrs. Beckett, Grickis, Murphy and Paynter, 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 successor is chosen and qualified or
otherwise as provided in the By-Laws. No family relationships exist among the
executive officers of the Company.
Mr. Beckett joined the Company as Operations Analyst in June
1994; was promoted to Director, Operations, for Windsor Manufacturing in
December 1994; and became Acting President of that unit in April 1995. In July
1995, he was named President, Windsor Manufacturing. He was thereafter promoted
to President, Barnes Aerospace, OEM and Fabrications, in August 1997; and in
November 1997, he was elected to the position of Vice President, Barnes Group
Inc. and President, Barnes Aerospace. Prior to joining the Company, Mr. Beckett
held various positions at the Hamilton Standard Division of United Technologies
Corporation.
Mr. Grickis joined the Company as Vice President, General
Counsel in February 1997, and was elected Secretary in October 1997. Prior to
joining the Company Mr. Grickis was Corporate Counsel and Assistant Secretary of
Loctite Corporation, a multinational manufacturer and marketer of specialty
chemical adhesives and sealants.
Mr. Murphy joined the Company as Senior Vice President,
Finance in September 1997. Prior to joining the Company Mr. Murphy was Vice
President and Chief Financial Officer for Kysor Industrial Corporation, a major
manufacturer of refrigeration equipment and transportation components.
Mr. Paynter joined the Company as Senior Vice President, Human
Resources in May 1997. Prior to joining the Company Mr. Paynter was Senior Vice
President of Human Resources for Grimes Aerospace Company, a major manufacturer
of airframe products.
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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 25 and 26 of the Company's 1997 Annual Report to Stockholders is
incorporated by reference. As of January 31, 1998, the Company's common stock
was held by 3,828 stockholders of record. The Company's common stock is traded
on the New York Stock Exchange.
Item 6. Selected Financial Data.
The selected financial data for the last six years contained
on pages 32 and 33 of the Company's 1997 Annual Report to Stockholders is
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 13 through 16 of the Company's 1997 Annual Report to
Stockholders are incorporated by reference.
Item 8. Financial Statements and Supplementary Data.
The financial statements and report of independent accountants
appearing on pages 17 through 30 of the Company's 1997 Annual Report to
Stockholders are incorporated by reference. See also the report of independent
accountants included on page 13 below pursuant to Item 302(a) of Regulation S-K.
The material under "Quarterly Data" on page 31 of the Company's 1997 Annual
Report to Stockholders is also incorporated by reference.
Item 9. Changes and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
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PART III
Item 10. Directors and Executive Officers of the Company.
The material under "Election of Directors" on pages 1 through
4 of the Company's Proxy Statement dated March 11, 1998 is incorporated by
reference. See also "Executive Officers of the Company," included above pursuant
to Item 401(b) of Regulation S-K.
Item 11. Executive Compensation.
The information under "Compensation of Directors" appearing on
page 4 and the information under "Report of the Compensation Committee,"
"Compensation," "Stock Options," "Long-Term Incentive Awards," "Pension Plans,"
and "Change-In-Control Agreements" appearing on pages 6 through 13 of the
Company's Proxy Statement dated March 11, 1998, is 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 11, 1998, is incorporated by
reference.
Item 13. Certain Relationships and Related Transactions.
None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
(a) The report of Price Waterhouse 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 13 30
Consolidated balance sheets at December 31, 1997 and 1996 18
Consolidated statements of income for the years ended December 17
31, 1997, 1996 and 1995
Consolidated statements of changes in stockholders' equity for 20
the years ended December 31, 1997, 1996 and 1995
Consolidated statements of cash flows for the years ended 19
December 31, 1997, 1996 and 1995
Notes to consolidated financial statements 21-30
Supplementary information 31
Quarterly data (unaudited)
Consolidated schedule for the years ended December 31, 1997, 14
1996 and 1995:
Schedule II - Valuation and Qualifying Accounts
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.
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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, 1997, are hereby incorporated by reference. With the
exception of the pages listed in the above index and in Items 1, 2, 5, 6, 7 and
8, the 1997 Annual Report to Stockholders is not to be deemed filed as part of
this report.
(b) 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 and indexed at
pages 15 through 17 of this report.
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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: February 20, 1998
BARNES GROUP INC.
By /s/ Theodore E. Martin
-------------------------------------
Theodore E. Martin
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/ Theodore E. Martin
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Theodore E. Martin
President and Chief Executive Officer
(principal executive officer) and Director
/s/ Terry M. Murphy
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Terry M. Murphy
Senior Vice President, Finance
(principal financial officer)
/s/ Francis C. Boyle, Jr.
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Francis C. Boyle, Jr.
(principal accounting officer)
/s/ Thomas O. Barnes
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Thomas O. Barnes
Director
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/s/ Gary G. Benanav
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Gary G. Benanav
Director
/s/ William S. Bristow, Jr.
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William S. Bristow, Jr.
Director
/s/ Robert J. Callander
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Robert J. Callander
Director
/s/ George T. Carpenter
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George T. Carpenter
Director
/s/ Donna R. Ecton
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Donna R. Ecton
Director
/s/ Robert W. Fiondella
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Robert W. Fiondella
Director
/s/ Frank E. Grzelecki
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Frank E. Grzelecki
Director
/s/ Marcel P. Joseph
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Marcel P. Joseph
Director
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REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of Barnes Group Inc.
Our audits of the consolidated financial statements for the years ended December
31, 1997, 1996 and 1995 referred to in our report dated January 21, 1998
appearing on page 30 of the 1997 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 for the years ended December 31, 1997, 1996 and
1995 listed in Item 14(a) 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/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Hartford, Connecticut
January 21, 1998
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BARNES GROUP INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 1997, 1996 and 1995
(in thousands)
Provision
Balance at charged to Balance
beginning costs and at end of
of year expenses Deductions(1) year
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1997
Allowance for $3,158 $1,232 $1,329 $3,061
doubtful accounts
1996
Allowance for $3,635 $ 545 $1,022 $3,158
doubtful accounts
1995
Allowance for $3,222 $1,577 $1,164 $3,635
doubtful accounts
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(1) Write-offs, net of recoveries
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EXHIBIT INDEX
Barnes Group Inc.
Annual Report on Form 10-K
for the year ended December 31, 1997
Exhibit No. Description Reference
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3.1 Restated Certificate of Incorporation. Filed with this report.
3.2 Amended and Restated By-Laws. Filed with this report.
4.1 Revolving Credit Agreement dated as of Incorporated by referenced 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 Filed with this report.
forth in Exhibit 4.1 dated as of December
1, 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 Incorporated by reference to Exhibit 4.9 to
December 1, 1995, between the Company and the Company's report on Form 10-K for the
several insurance companies. year ended December 31, 1995.
10.1 The Company's Management Incentive Incorporated by reference to Exhibit 10.1 to
Compensation Plan. the Company's report on Form 10-K for the
year ended December 31, 1995.
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Exhibit No. Description Reference
- ----------- ----------- ---------
10.2 The Company's Long Term Incorporated by reference to Exhibit 10.2 to
Incentive Plan 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 1981 Stock Incentive Plan. Incorporated by reference to Exhibit 10.5 to
the Company's report on Form 10-K for the
year ended December 31, 1996.
10.6 The Company's 1991 Stock Incentive Plan, as Incorporated by reference to Exhibit 10.6 to
amended February 21, 1997. the Company's report on Form 10-K for the
year ended December 31, 1996.
10.7 The Company's Non-Employee Director Incorporated by reference to Exhibit 10.7 to
Deferred Stock Plan. the Company's report on Form 10-K for the
year ended December 31, 1994.
10.8 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.
10.9 Consulting Agreement dated as of April 1, Incorporated by reference to Exhibit 10.9 to
1994 between the Company and Wallace Barnes. the Company's report on Form 10-K for the
year ended December 31, 1994.
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Exhibit No. Description Reference
- ----------- ----------- ---------
10.10 Addendum to Consulting Agreement set forth Incorporated by reference to Exhibit 10.10
in Exhibit 10.9 dated as of May 22, 1995. to the Company's report on Form 10-K for the
year ended December 31, 1995.
10.11 The Company's Officer Enhanced Life Incorporated by reference to Exhibit 10.11
Insurance Program. to the Company's report on Form 10-K for the
year ended December 31, 1993.
10.12 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.
10.13 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.
10.14 The Company's Executive Officer Severance Filed with this report.
Agreement.
13 Portions of the 1997 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.
27 Financial Data Schedule. 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.
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 cents per page to security
holders who make a written request to the Secretary, Barnes Group Inc.,
Executive Office, 123 Main Street, P.O. Box 489, Bristol, Connecticut
06011-0489.
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