0000009984-13-000072.txt : 20130424 0000009984-13-000072.hdr.sgml : 20130424 20130424122706 ACCESSION NUMBER: 0000009984-13-000072 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130424 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130424 DATE AS OF CHANGE: 20130424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNES GROUP INC CENTRAL INDEX KEY: 0000009984 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FABRICATED METAL PRODUCTS [3490] IRS NUMBER: 060247840 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-04801 FILM NUMBER: 13778464 BUSINESS ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 BUSINESS PHONE: 8605837070 MAIL ADDRESS: STREET 1: 123 MAIN ST CITY: BRISTOL STATE: CT ZIP: 06010 FORMER COMPANY: FORMER CONFORMED NAME: ASSOCIATED SPRING CORP DATE OF NAME CHANGE: 19760518 8-K/A 1 form8-kaproforma.htm FORM 8-K/A Form 8-K/A BDNA Pro Forma


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

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 22, 2013

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))





1


Explanatory Note
 
On April 22, 2013, Barnes Group Inc. (the “Company”) filed a report on Form 8-K (the “Original Form 8-K”) to report the completion of the sale of its North American distribution business (the "BDNA Business") to MSC Industrial Direct Co., Inc. ("MSC") pursuant to the terms of the Asset Purchase Agreement dated February 22, 2013 (the "APA") between the Company and MSC. By this amendment to the Original Form 8-K, the Company is amending and restating Item 9.01 thereof to include the required pro forma financial information.
 
Item 2.02.
 
Results of Operations and Financial Condition.
 
 
The unaudited pro forma combined condensed statements of income filed under Item 9.01 reflect the Company's results as if the sale of the BDNA Business had occurred as of January 1, 2010. The unaudited pro forma combined condensed balance sheet as of December 31, 2012 reflects the Company's position as if the sale of the BDNA Business had occurred on that date. The unaudited pro forma financial information does not purport to represent what the Company's financial condition or results of operations would have actually been had the sale of the BDNA Business been completed at the dates indicated, or to purport to project the Company's future financial condition or results of operations.
 
 

Item 9.01.
 
Financial Statements and Exhibits.


 
 
(b) Pro forma financial information.
 
 
The unaudited pro forma combined condensed statements of income for the years ended December 31, 2012, 2011 and 2010 and the unaudited pro forma condensed balance sheet as of December 31, 2012 are filed as Exhibit 99.3.
 
 
 
 
 
(d) Exhibits. 
 
 

 
 
Exhibit No.
 
 
Description
 
 
99.1*

 
Financial Supplement dated April 22, 2013.
 
 
99.2*

 
Press Release of the Company dated April 22, 2013.
 
 
99.3
 
 
Unaudited pro forma combined condensed statements of income for the years ended December 31, 2012, 2011 and 2010 and the unaudited pro forma condensed balance sheet as of December 31, 2012.
 
 
 
 
 
 
 
 
* Filed with the Original Form 8-K.

2


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:  April 24, 2013
BARNES GROUP INC.
 
(Registrant)
 
 
 
 
By:
/s/ CHRISTOPHER J. STEPHENS, JR.
 
 
     Christopher J. Stephens, Jr.
     Senior Vice President, Finance and
     Chief Financial Officer


3


EXHIBIT INDEX
Exhibit No.
 
 
Document Description    
 
99.1*


 
Financial Supplement dated April 22, 2013.
99.2*


 
Press Release of the Company dated April 22, 2013.
99.3

 
 
Unaudited pro forma combined condensed statements of income for the years ended December 31, 2012, 2011 and 2010 and the unaudited pro forma condensed balance sheet as of December 31, 2012.
 
* Filed with the Original Form 8-K.


4
 EX-99.3 2 exhibit993.htm EXHIBIT 99.3 Exhibit 99.3


Exhibit 99.3

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

On April 22, 2013, Barnes Group Inc. (the “Company”) completed the previously announced sale of its North American distribution business (the "BDNA Business") to MSC Industrial Direct Co., Inc. ("MSC") pursuant to the terms of the Asset Purchase Agreement dated February 22, 2013 (the "APA") between the Company and MSC. Pursuant to the terms of the APA, the total cash consideration for the BDNA Business was $550 million before adjustments for its estimated net working capital, subject to certain post closing adjustments.

The attached unaudited pro forma combined condensed financial information has been prepared to illustrate the effect of the sale of the BDNA Business. The unaudited pro forma combined condensed statements of income for the years ended December 31, 2012, 2011 and 2010, and the unaudited pro forma combined condensed balance sheet as of December 31, 2012, have been derived from the historical consolidated financial statements of the Company, which are included in its Annual Report on Form 10-K for the year ended December 31, 2012. The unaudited pro forma combined condensed statements of income reflect the Company's results as if the sale of the BDNA Business had occurred as of January 1, 2010. The unaudited pro forma combined condensed balance sheet as of December 31, 2012 reflects the Company's position as if the sale of the BDNA Business had occurred on that date.

The historical financial information has been adjusted to give effect to matters that are (1) directly attributable to the sale of the BDNA Business, (2) factually supportable, and (3) with respect to the statements of income, expected to have a continuing impact on the operating results of the combined company. The unaudited pro forma combined condensed financial information should be read in conjunction with the accompanying Notes to the unaudited pro forma combined condensed financial information and the historical audited financial statements of the Company included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, and filed with the Securities and Exchange Commission (“SEC”) on February 25, 2013.

The unaudited pro forma combined condensed financial information is presented for informational purposes only. It has been prepared in accordance with the regulations of the SEC and is not necessarily indicative of what our financial position or results of operations actually would have been had we completed the sale of the BDNA Business at the dates indicated, nor does it purport to project the future financial position or operating results of the Company.
































Barnes Group Inc.
Unaudited Pro Forma Combined Condensed Statement of Income
Year Ended December 31, 2012
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Barnes Group Inc.
 
Less: Sale of the BDNA Business (1)
 
Pro Forma Adjustments
 
Notes
 
Pro Forma Combined
Net Sales
$
1,229,959

 
$
(301,179
)
 
$
—

 
 
 
$
928,780

 
 
 
 
 
 
 
 
 
 
Cost of sales
812,192

 
(156,539
)
 
—

 
 
 
655,653

Selling and administrative expenses
281,211

 
(115,215
)
 
—

 
 
 
165,996

 
 
 
 
 
 
 
 
 
 
Operating Income
136,556

 
(29,425
)
 
—

 
 
 
107,131


 
 
 
 
 
 
 
 
 
Interest expense
12,238

 
—

 
—

 
 
 
12,238

 
 
 
 
 
 
 
 
 
 
Other expense (income), net
2,671

 
(41
)
 
—

 
 
 
2,630

 
 
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
121,647

 
(29,384
)
 
—

 
 
 
92,263

Income taxes
23,350

 
(10,918
)
 
—

 
 
 
12,432

Income from continuing operations
$
98,297

 
$
(18,466
)
 
$
—

 
 
 
$
79,831

 
 
 
 
 
 
 
 
 
 
Earnings per Share of Common Stock from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
1.80

 
 
 
 
 
 
 
$
1.46

Diluted
$
1.78

 
 
 
 
 
 
 
$
1.44

 
 
 
 
 
 
 
 
 
 
Dividends
$
0.40

 
 
 
 
 
 
 
$
0.40

 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 

Basic
54,626,453

 
 
 
 
 
 
 
54,626,453

Diluted
55,224,457

 
 
 
 
 
 
 
55,224,457


See accompanying notes to the unaudited pro forma combined condensed financial information.


















Barnes Group Inc.
Unaudited Pro Forma Combined Condensed Statement of Income
Year Ended December 31, 2011
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Barnes Group Inc.
 
Less: Sale of the BDNA Business (1)
 
Pro Forma Adjustments
 
Notes
 
Pro Forma Combined
Net Sales
$
1,169,355

 
$
(304,277
)
 
$
—

 
 
 
$
865,078

 
 
 
 
 
 
 
 
 
 
Cost of sales
772,398

 
(157,067
)
 
—

 
 
 
615,331

Selling and administrative expenses
269,402

 
(121,234
)
 
—

 
 
 
148,168

 
 
 
 
 
 
 
 
 
 
Operating Income
127,555

 
(25,976
)
 
—

 
 
 
101,579


 
 
 
 
 
 
 
 
 
Interest expense
10,271

 
—

 
—

 
 
 
10,271

 
 
 
 
 
 
 
 
 
 
Other expense (income), net
395

 
(62
)
 
—

 
 
 
333

 
 
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
116,889

 
(25,914
)
 
—

 
 
 
90,975

Income taxes
25,316

 
(9,296
)
 
—

 
 
 
16,020

Income from continuing operations
$
91,573

 
$
(16,618
)
 
$
—

 
 
 
$
74,955

 
 
 
 
 
 
 
 
 
 
Earnings per Share of Common Stock from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
1.66

 
 
 
 
 
 
 
$
1.36

Diluted
$
1.64

 
 
 
 
 
 
 
$
1.34

 
 
 
 
 
 
 
 
 
 
Dividends
$
0.34

 
 
 
 
 
 
 
$
0.34

 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
55,214,586

 
 
 
 
 
 
 
55,214,586

Diluted
55,931,882

 
 
 
 
 
 
 
55,931,882


See accompanying notes to the unaudited pro forma combined condensed financial information.






















Barnes Group Inc.
Unaudited Pro Forma Combined Condensed Statement of Income
Year Ended December 31, 2010
(Dollars in thousands)
 
 
 
 
 
 
 
 
 
 
 
Barnes Group Inc.
 
Less: Sale of the BDNA Business (1)
 
Pro Forma Adjustments
 
Notes
 
Pro Forma Combined
Net Sales
$
1,028,617

 
$
(286,876
)
 
$
—

 
 
 
$
741,741

 
 
 
 
 
 
 
 
 
 
Cost of sales
678,186

 
(151,846
)
 
—

 
 
 
526,340

Selling and administrative expenses
264,033

 
(125,078
)
 
—

 
 
 
138,955

 
 
 
 
 
 
 
 
 
 
Operating Income
86,398

 
(9,952
)
 
—

 
 
 
76,446


 
 
 
 
 
 
 
 
 
Interest expense
19,984

 
(20
)
 
—

 
 
 
19,964

 
 
 
 
 
 
 
 
 
 
Other expense (income), net
2,609

 
57

 
—

 
 
 
2,666

 
 
 
 
 
 
 
 
 
 
Income from continuing operations before income taxes
63,805

 
(9,989
)
 
—

 
 
 
53,816

Income taxes
9,827

 
(3,795
)
 
—

 
 
 
6,032

Income from continuing operations
$
53,978

 
$
(6,194
)
 
$
—

 
 
 
$
47,784

 
 
 
 
 
 
 
 
 
 
Earnings per Share of Common Stock from continuing operations:
 
 
 
 
 
 
 
 
 
Basic
$
0.97

 
 
 
 
 
 
 
$
0.86

Diluted
$
0.96

 
 
 
 
 
 
 
$
0.85

 
 
 
 
 
 
 
 
 
 
Dividends
$
0.32

 
 
 
 
 
 
 
$
0.32

 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
55,259,732

 
 
 
 
 
 
 
55,259,732

Diluted
55,925,187

 
 
 
 
 
 
 
55,925,187


See accompanying notes to the unaudited pro forma combined condensed financial information.






















Barnes Group Inc.
Unaudited Pro Forma Combined Condensed Balance Sheet
December 31, 2012
(Dollars in thousands)
 
Barnes Group, Inc.
 
Less: Sale of the BDNA Business (1)
 
Pro Forma Adjustments
 
Notes
 
Pro Forma Combined
Assets
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
 
 
—

Cash and cash equivalents
$
86,356

 
$
—

 
$
550,000

 
(2
)
 
$
636,356

Accounts receivable, less allowances
253,202

 
(34,690
)
 
—

 
 
 
218,512

Inventories
226,220

 
(48,967
)
 
—

 
 
 
177,253

Deferred income taxes
33,906

 
—

 
(4,095
)
 
(3
)
 
29,811

Prepaid expenses and other current assets
18,856

 
(1,348
)
 
—

 
 
 
17,508

    Total current assets
618,540

 
(85,005
)
 
545,905

 
 
 
1,079,440

 
 
 
 
 
 
 
 
 
 
Deferred Income Taxes
29,961

 
—

 
5,428

 
(3
)
 
35,389

 
 
 
 
 
 
 
 
 
 
Plant, property and equipment
634,464

 
(55,182
)
 
—

 
 
 
579,282

Less: accumulated depreciation
(401,367
)
 
37,858

 
—

 
 
 
(363,509
)
 
233,097

 
(17,324
)
 
—

 
 
 
215,773

 
 
 
 
 
 
 
 
 
 
Goodwill
579,905

 
(134,875
)
 
—

 
 
 
445,030

Other intangible assets
383,972

 
(113
)
 
—

 
 
 
383,859

Other assets
23,121

 
(433
)
 
—

 
 
 
22,688

Total assets
$
1,868,596

 
(237,750
)
 
$
551,333

 
 
 
$
2,182,179

 
 
 
 
 
 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
 
 
 
Notes and overdraft payable
$
3,795

 
$
—

 
$
—

 
 
 
$
3,795

Accounts payable
99,037

 
(19,324
)
 
122,000

 
(3
)
 
201,713

Accrued liabilities
96,364

 
(2,477
)
 
10,000

 
(4
)
 
103,887

Long-term debt - current
699

 
—

 
—

 
 
 
699

    Total current liabilities
199,895

 
(21,801
)
 
132,000

 
 
 
310,094

 
 
 
 
 
 
 
 
 
 
Long-term debt
642,119

 
—


—

 
 
 
642,119

Accrued retirement benefits
159,103

 
(29
)
 
—

 
 
 
159,074

Deferred income taxes
48,707

 
—

 
—

 
 
 
48,707

Other liabilities
18,654

 
(109
)

—

 
 
 
18,545

 
 
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
 
 
 
 
 
Common stock
592

 
—

 
—

 
 
 
592

Additional paid-in capital
332,588

 
—

 
—

 
 
 
332,588

Treasury stock
(99,756
)
 
—

 
—

 
 
 
(99,756
)
Retained Earnings
633,446

 
(222,305
)
 
550,000

 
(2
)
 
830,474

 
 
 
 
 
(120,667
)
 
(3
)
 
 
 
 
 
 
 
(10,000
)
 
(4
)
 
 
Accumulated other non-owner changes to equity
(66,752
)
 
6,494

 
—

 
 
 
(60,258
)
Total stockholders' equity
800,118

 
(215,811
)
 
419,333

 
 
 
1,003,640

Total liabilities and stockholders' equity
$
1,868,596

 
$
(237,750
)
 
$
551,333

 
 
 
$
2,182,179


See accompanying notes to the unaudited pro forma combined condensed financial information.






Basis of Presentation

The unaudited pro forma combined condensed financial information has been prepared to illustrate the effect of the sale of the North American distribution business (the "BDNA Business"). The unaudited pro forma combined condensed statements of income for the years ended December 31, 2012, 2011 and 2010, and the unaudited pro forma combined condensed balance sheet as of December 31, 2012, have been derived from the historical consolidated financial statements of the Company, which are included in its Annual Report on Form 10-K for the year ended December 31, 2012. The unaudited pro forma combined condensed statements of income reflect the Company's results as if the sale of the BDNA Business had occurred as of January 1, 2010. The unaudited pro forma combined condensed balance sheet as of December 31, 2012 reflects the Company's position as if the sale of the BDNA Business had occurred on that date.

Pro Forma Adjustments

On April 22, 2013, Barnes Group Inc. (the “Company”) completed the previously announced sale of its BDNA Business to MSC Industrial Direct Co., Inc. ("MSC") pursuant to the terms of the Asset Purchase Agreement dated February 22, 2013 (the "APA") between the Company and MSC. Pursuant to the terms of the APA, the total cash consideration for the BDNA Business was $550 million before adjustments for its estimated net working capital, subject to certain post closing adjustments.

The following pro forma adjustments are included in the unaudited pro forma combined statements of income for the twelve months ended December 31, 2012, 2011 and 2010 and the unaudited pro forma combined condensed balance sheet as of December 31, 2012:

(1) The "Sale of the BDNA Business" column includes amounts representing the revenues, expenses, assets, liabilities and equity attributable to the BDNA Business which were included in the Company's historical financial statements. In accordance with generally accepted accounting principles in the United States, the amounts eliminated on the unaudited pro forma combined condensed statements of operations do not include certain indirect corporate overhead included in general and administrative as such amounts would have been absorbed by the Company in the absence of the BDNA Business.

(2) The proceeds, net of related transaction costs, and the resulting net gain from the sale of the BDNA Business has been summarized below:
 
 
Proceeds from sale of the BDNA Business
$
550,000

Estimated transaction expenses (see (4) below)
(10,000
)
Net proceeds
540,000

Net assets sold
(222,305
)
Gain on sale before taxes
317,695

Income tax provision (see (3) below)
(120,667
)
Net gain on sale
$
197,028





The above balances are preliminary and are subject to adjustments in future periods.

(3) Amounts represent the income tax provision and the taxes payable on the estimated pre-tax gain related to the sale of the BDNA Business. Taxes payable were impacted by the recognition of deferred taxes that had been earlier established and the utilization of net operating losses in the US and Canada. The income tax provision is based on the respective statutory rates effective for the transaction and reflects the impact of the non-deductible goodwill at the BDNA Business and the utilization of fully reserved net operating losses in Canada.

(4) The calculation of the gain on the sale of the BDNA Business includes estimated transaction costs that are directly attributable to the sale, but are not reflected in the accompanying unaudited pro forma combined condensed consolidated statements of income. Transaction costs include professional fees and other costs directly related to the sale of the BDNA Business.