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1-4801
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06-0247840
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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123 Main Street, Bristol, Connecticut
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06010
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(Address of principal executive offices)
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(Zip Code)
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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:
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¬
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¬
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¬
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¬
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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.
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Dated: July 29, 2016
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BARNES GROUP INC.
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(Registrant)
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By:
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/s/ CHRISTOPHER J. STEPHENS, JR.
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Christopher J. Stephens, Jr.
Senior Vice President, Finance and
Chief Financial Officer
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Exhibit No.
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Document Description
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3.1
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Amended and Restated By-Laws, effective July 28, 2016.
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99.1
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Press Release, dated July 29, 2016.
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ARTICLE I MEETINGS OF STOCKHOLDERS
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1
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||
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Section 1.
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Annual Meetings
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1
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Section 2.
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Special Meetings
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1
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Section 3.
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Place of Meetings
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3
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Section 4.
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Notice of Meetings
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3
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Section 5.
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Quorum
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4
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Section 6.
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Voting
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4
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Section 7.
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Nominations & Proxy Access
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4
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Section 8.
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Proposals
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12
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ARTICLE II BOARD OF DIRECTORS
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13
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||
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Section 1.
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General Powers
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13
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Section 2.
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Number, Classification, Term of Office, and Qualifications
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14
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Section 3.
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Election of Directors
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14
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Section 4.
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Intentionally omitted
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14
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Section 5.
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Time of Meetings, Notices, etc.
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14
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Section 6.
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Quorum and Manner of Acting
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15
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Section 7.
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Resignations
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15
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Section 8.
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Removal of Directors
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15
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Section 9.
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Vacancies and Newly Created Directorships
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15
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Section 10.
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Committees
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15
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ARTICLE III OFFICERS
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16
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||
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Section 1.
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Number, Appointment, Term of Office and Qualification
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16
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Section 2.
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The President and Vice President
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16
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ARTICLE IV REIMBURSEMENT AND INDEMNIFICATION
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16
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||
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OF DIRECTORS, OFFICERS AND EMPLOYEES
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||
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Section 1.
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Reimbursement
|
16
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Section 2.
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Indemnification
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17
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ARTICLE V SHARES AND THEIR TRANSFER
|
18
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||
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ARTICLE VI FISCAL YEAR
|
19
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||
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ARTICLE VII AMENDMENTS
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19
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||
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ARTICLE VIII FORUM FOR ADJUDICATION OF DISPUTES
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19
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(a)
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General. Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by law, may be called by the Board of Directors or the Chairman of the Board, or by the Secretary acting under instructions of the Board of Directors or the Chairman of the Board. Subject to subsection (b) of this Section 2, a special meeting of stockholders shall be called by the Secretary upon the written request of the holders of record of voting securities representing at least forty percent (40%) of the Corporation's common stock, based on the number of outstanding shares of the Corporation's common stock most recently disclosed prior to the date that the notice of such special meeting is delivered (the “Delivery Date”) by the Corporation in its filings with the Securities and Exchange Commission (the “Requisite Percent”). Business to be conducted at a special meeting may only be brought before the meeting pursuant to the Corporation's notice of meeting.
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(b)
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Stockholder Requested Special Meetings.
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(1)
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In order for a special meeting pursuant to a stockholder request to be called (a “Stockholder Requested Special Meeting”), any and all requests for a special meeting (a “Special Meeting Request”) must be signed by the Requisite Percent of record holders and must be delivered to the Secretary at the principal executive offices of the Corporation. Each Special Meeting Request shall (i) set forth a statement of the specific purpose(s) of the meeting and the matters proposed to be acted on at it, (ii) bear the dated signature of such stockholders requesting the special meeting and which hold the Requisite Percent, (iii) set forth (A) the name and address, as they appear in the Corporation's stock ledger, of each stockholder signing such request, (B) the class, if applicable, and the number of shares of common stock of the Corporation that are owned of record and beneficially by each such stockholder, and (C) include documentary evidence of such stockholder's record and beneficial ownership of such stock, (iv) set forth all information that would be required to be delivered pursuant to Article I, Section 8 by a stockholder when such stockholder delivers a notice to bring a matter before an annual meeting, (v) if a purpose of the Special Meeting Request is to propose to elect a director (even if an election contest is not involved), with respect to each stockholder requesting the Stockholder
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(2)
|
The Secretary shall not call a Stockholder Requested Special Meeting if (i) the Board of Directors calls an annual or special meeting of stockholders to be held not later than 120 days after the date on which a valid Special Meeting Request submitted by the Requisite Percent of stockholders in accordance with this Section 2 have been delivered to the Secretary in the manner specified in subsection (b)(1) of this Section 2 and the purpose(s) of such meeting include all of the purpose(s) duly specified in the Special Meeting Request, (ii) the Special Meeting Request is received by the Corporation during the period commencing 120 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, (iii) any meeting of stockholders was held within 120 days prior to the Delivery Date, (iv) the Special Meeting Request relates to an item of business that is not a proper subject for stockholder action under applicable law, or (v) such Special Meeting Request was made in a manner that involved a violation of Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other applicable law.
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(3)
|
Any Stockholder Requested Special Meeting shall be held at such date and time, and utilizing such record date for the determination of the stockholders entitled to vote at the meeting as may be fixed by the Board of Directors in accordance with these By−Laws and applicable law; provided, however, that the date fixed by the Board of Directors for convening any Stockholder Requested Special
|
(4)
|
Business transaction at any Stockholder Requested Special Meeting shall be submitted for the limited purpose(s) stated in the Special Meeting Request; provided, however, that nothing herein shall prohibit the Board of Directors from submitting matters to the stockholders at any Stockholder Requested Special Meeting.
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(5)
|
Notwithstanding the provisions of Article I, Section 2, a stockholder must comply with all applicable requirements of the Exchange Act, and the rules and regulations thereunder with respect to the matters set forth herein; provided, however, that any references in this Section 2 to the Exchange Act, or the rules and regulations promulgated thereunder, are not intended to and shall not limit the requirements applicable to proposals to be considered.
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(2)
|
as to the stockholder giving the notice and the beneficial stockholders(s), if any, on whose behalf the nomination is made, the Stockholder Disclosure Information.
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(1)
|
The number of Stockholder Nominees (including Stockholder Nominees that were submitted by an Eligible Stockholder for inclusion in the Corporation's proxy materials pursuant to this Section 7(e) but either are subsequently withdrawn or that the Board of Directors decides to nominate as Board Nominees) appearing in the Corporation's proxy materials with respect to a meeting of stockholders shall not exceed 20% of the number of directors in office as of the last day on which notice of a nomination may be delivered pursuant to Article I, Section 7(b) (the “Final Proxy Access Nomination Date”), or if such amount is not a whole number, the closest whole number below 20%. In the event that the number of Stockholder Nominees submitted by Eligible Stockholders pursuant to this Section 7(e) exceeds this maximum number, each Eligible Stockholder shall select one Stockholder Nominee for inclusion in the Corporation's proxy materials until the maximum number is reached, going in the order of the amount (largest to smallest) of shares of the Corporation's capital stock each Eligible Stockholder disclosed as owned in the written notice of the nomination submitted to the Corporation. If the maximum number is not reached after each Eligible Stockholder has selected one Stockholder Nominee, this selection process shall continue as many times as necessary, following the same order each time, until the maximum number is reached.
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(2)
|
An Eligible Stockholder must have owned (as defined below) 3% or more of
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(3)
|
For purposes of this Section 7(e), an Eligible Stockholder shall be deemed to "own" only those outstanding shares of the Corporation's common stock as to which the stockholder possesses both (i) the full voting and investment rights pertaining to the shares and (ii) the full economic interest in (including the opportunity for profit and risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (i) and (ii) shall not include any shares (A) sold by such stockholder or any of its affiliates in any transaction that has not been settled or closed, (B) borrowed by such stockholder or any of its affiliates for any purposes or purchased by such stockholder or any of its affiliates pursuant to an agreement to resell or (C) subject to any option, warrant, forward contract, swap, contract of sale, other derivative or similar agreement entered into by such stockholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding shares of the Corporation's common stock, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of (x) reducing in any manner, to any extent or at any time in the future, such stockholder's or affiliates' full right to vote or direct the voting of any such shares, and/or (y) hedging, offsetting or altering to any degree any gain or loss arising from the full economic ownership of such shares by such stockholder or affiliate. A stockholder shall "own" shares held in the name of a Stockholder Nominee or other intermediary so long as the stockholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. A person's ownership of shares shall be deemed to continue during any period in which (i) the person has loaned such shares, provided that the person has the power to recall such loaned shares on 3 business days' notice; or (ii) the person has delegated any voting power by means of a proxy, power of attorney or other instrument or arrangement that is revocable at any time by the person. Whether outstanding shares of the Corporation's common stock are "owned" for these purposes shall be determined by the Board of Directors, which determination shall be conclusive and binding on the Corporation and its stockholders. For purposes of this Section 7(e), the term "affiliate" shall have the meaning ascribed thereto in
|
(4)
|
The Eligible Stockholder may provide to the Secretary, within the time period specified in Section 7(b) for providing notice of a nomination, a written statement for inclusion in the Corporation's proxy statement for the meeting, not to exceed 500 words, in support of the Stockholder Nominee's candidacy (the “Statement”). Notwithstanding anything to the contrary contained in this Section 7, the Corporation may omit from its proxy materials any information or Statement that it believes would violate any applicable law, rule, regulation or listing standard.
|
(5)
|
The Corporation shall not include a Stockholder Nominee in its proxy materials (i) for any meeting for which the Secretary receives a notice that the Eligible Stockholder or any other stockholder has nominated a Stockholder Nominee for election to the Board of Directors pursuant to the requirements of Article I, Section 7(c), and does not expressly elect at the time of providing the notice to have its nominee included in the Corporation's proxy materials pursuant to this Section 7(e), (ii) if the Eligible Stockholder who has nominated such Stockholder Nominee has engaged in or is currently engaged in, or has been or is a "participant" in another person's, "solicitation" within the meaning of Rule 14a-1(l) under the Exchange Act in support of the election of any individual as a director at the meeting other than its Stockholder Nominee(s) or a Board nominee, (iii) who is not independent under the applicable independence standards, as determined by the Board of Directors, (iv) whose election as a member of the Board of Directors would cause the Corporation to be in violation of these By-Laws, the Corporation's certificate of incorporation, the listing standards of the principal exchange upon which the Corporation's common stock is traded, or any applicable state or federal law, rule or regulation, (v) who is or has been, within the past three years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust Act of 1914, (vi) who is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses) or has been convicted in such a criminal proceeding within the past ten years, (vii) who is subject to any order of the type specified in Rule 506(d) of Regulation D promulgated under the Securities Act of 1933, as amended, (viii) if such Stockholder Nominee or the applicable Eligible Stockholder shall have provided information to the Corporation in respect to such nomination that was untrue in any material respect or omitted to state a material fact necessary in order to make the statement made, in light of the circumstances under which they were made, not misleading, as determined by the Board of Directors, or (ix) if the Eligible Stockholder or applicable Stockholder Nominee otherwise contravenes any of the agreements or representations made by such Eligible Stockholder or Stockholder Nominee or fails to comply with its obligations pursuant to this Section 7(e).
|
(6)
|
Notwithstanding anything to the contrary set forth herein, the Board of Directors or the person presiding at the meeting shall declare a nomination by an Eligible Stockholder to be invalid, and such nomination shall be disregarded notwithstanding that proxies in respect of such vote may have been received by the Corporation, if (i) the Stockholder Nominee(s) and/or the applicable Eligible Stockholder shall have breached its or their obligations, agreements or representations under this Section 7(e), as determined by the Board
|
(7)
|
The Eligible Stockholder (including any person who owns shares that constitute part of the Eligible Stockholder's ownership for purposes of this Section 7(e)) shall file with the SEC any solicitation or other communication with the Corporation's stockholders relating to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any such filing is required under Regulation 14A of the Exchange Act or whether any exemption from filing is available for such solicitation or other communication under Regulation 14A of the Exchange Act.
|
(8)
|
No person may be a member of more than one group of persons constituting an Eligible Stockholder under this Section 7(e).
|
(9)
|
Any Stockholder Nominee who is included in the Corporation's proxy materials for a particular meeting of stockholders but either (i) withdraws from or becomes ineligible or unavailable for election at the meeting, or (ii) does not receive at least 25% of the votes cast in favor of the Stockholder Nominee's election, shall be ineligible to be a Stockholder Nominee pursuant to this Section 7(e) for the next two annual meetings of stockholders following the meeting for which the Stockholder Nominee has been nominated for election.
|
(a)
|
Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he/she, or a person of whom he/she is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture,
|
(b)
|
If a claim under subdivision (a) of this Section 2 is not paid in full by the Corporation within 60 days after a written claim has been received by the Corporation, the claimant may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has failed to meet a standard of conduct which makes it permissible under the Delaware law for the Corporation to indemnify the claimant for the amount claimed. Neither the failure of the Corporation (including the Board, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is permissible in the circumstances because he/she has met such standard of conduct, nor an actual determination by the Corporation
|
(c)
|
The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 2 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, By-Laws, agreement, vote of stockholders or disinterested directors or otherwise.
|
(d)
|
The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.
|
(e)
|
To the extent that any director, officer, employee or agent of the Corporation is by reason of such position, or a position with another entity at the request of the Corporation, a witness in any action, suit or proceeding, he shall be indemnified against all costs and expenses actually and reasonably incurred by him or on his behalf in connection therewith.
|
(f)
|
The Corporation may enter into agreements with any director, officer, employee or agent of the Corporation providing for indemnification to the full extent permitted by Delaware law.
|
(g)
|
For purposes of this Section 2, the term "Board" shall mean the Board of Directors of the Corporation or, to the extent permitted by the laws of Delaware, as the same exist or may hereafter be amended, its Executive Committee. On vote of the Board, the Corporation may assent to the adoption of this Article V by any subsidiary, whether or not wholly owned.
|
(h)
|
The rights provided by this Section 2 shall not be available with respect to any claim asserted against the director, officer, employee or agent which is based on matters which antedate the adoption of this Section 2; any such claim will be governed by the By-Laws in effect prior to April 2, 1987.
|
(i)
|
If any provision of this Section 2 shall for any reason be determined to be invalid, the remaining provisions hereof shall not be affected thereby but shall remain in full force and effect.
|
|
|
|
|
Exhibit 99.1
Barnes Group Inc.
123 Main Street
Bristol, CT 06010
|
•
|
Sales of $307 million, down 3%; Organic Sales down 6%
|
•
|
Operating Margin of 15.5%, down 60 bps;
|
•
|
Diluted EPS of $0.61, Flat to Last Year;
|
•
|
2016 Diluted EPS Guidance Updated to $2.43 to $2.53, up 11% to 16% from $2.19 in 2015; Adjusted Diluted EPS Guidance Updated to $2.46 to $2.56; up 3% to 8% from $2.38 in 2015
|
•
|
Second quarter 2016 sales were $204.5 million, up 1% from $202.6 million in the same period last year. Organic sales decreased by 4% in the quarter, primarily driven by continued softness in tool & die end-markets in Asia and general industrial end-markets in North America. Unfavorable foreign exchange reduced sales by approximately $2.3 million, or 1%. For the quarter, the recently acquired Thermoplay and Priamus businesses together contributed $11.4 million in sales.
|
•
|
Operating profit in the second quarter was $34.8 million, up 16% from $30.0 million in the prior year period. The increase in operating profit was driven by favorable productivity, offset in part by the profit impact of reduced organic sales volumes. Excluding Männer short-term purchase accounting adjustments last year, operating profit was up 14% from an adjusted $30.6 million a year ago. Adjusted operating margin was 17.0%, up 190 bps.
|
•
|
Second quarter 2016 sales were $102.2 million, down 9% from $112.4 million in the same period last year. The decline was primarily driven by lower Aerospace original equipment manufacturing (“OEM”) and aftermarket spare parts sales.
|
•
|
Operating profit was $12.6 million for the second quarter of 2016, compared to $20.7 million in the prior year period. The operating profit decrease was primarily due to lower profit on reduced OEM and higher-margin spare part sales volumes, lower pricing, and unfavorable productivity. Included in the quarter was $1.6 million in costs related to a contract termination dispute. Excluding the contract dispute costs, adjusted operating profit was $14.2 million, down 31% from a year ago. Adjusted operating margin was 13.9%, down 450 bps.
|
•
|
Aerospace backlog was $657 million at the end of the second quarter of 2016, up 23% year-over-year and up 11% sequentially from the first quarter of 2016 reflecting strong orders on new commercial engine programs.
|
•
|
Interest expense increased $0.2 million to $2.8 million in the quarter primarily as a result of a higher average interest rate versus a year ago.
|
•
|
The Company's effective tax rate for the second quarter of 2016 was 27.0% compared with 28.4% in the second quarter of 2015 and 23.2% for the full year 2015. The increase in the second quarter of 2016 effective tax rate from the full year 2015 rate is primarily due to the expiration of certain tax holidays, the absence of the 2015 refund of withholding taxes and the projected change in the mix of earnings attributable to higher-taxing jurisdictions, partially offset by a decrease in planned repatriation of a portion of current year foreign earnings to the U.S.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Net sales
|
$
|
306,693
|
|
|
$
|
314,941
|
|
|
(2.6
|
)
|
|
$
|
595,025
|
|
|
$
|
615,515
|
|
|
(3.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
197,173
|
|
|
204,121
|
|
|
(3.4
|
)
|
|
383,428
|
|
|
402,477
|
|
|
(4.7
|
)
|
||||
Selling and administrative expenses
|
62,060
|
|
|
60,171
|
|
|
3.1
|
|
|
122,610
|
|
|
118,494
|
|
|
3.5
|
|
||||
|
259,233
|
|
|
264,292
|
|
|
(1.9
|
)
|
|
506,038
|
|
|
520,971
|
|
|
(2.9
|
)
|
||||
Operating income
|
47,460
|
|
|
50,649
|
|
|
(6.3
|
)
|
|
88,987
|
|
|
94,544
|
|
|
(5.9
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin
|
15.5
|
%
|
|
16.1
|
%
|
|
|
|
15.0
|
%
|
|
15.4
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
2,815
|
|
|
2,586
|
|
|
8.9
|
|
|
5,806
|
|
|
5,306
|
|
|
9.4
|
|
||||
Other (income) expense, net
|
(824
|
)
|
|
237
|
|
|
NM
|
|
|
(597
|
)
|
|
318
|
|
|
NM
|
|
||||
Income before income taxes
|
45,469
|
|
|
47,826
|
|
|
(4.9
|
)
|
|
83,778
|
|
|
88,920
|
|
|
(5.8
|
)
|
||||
Income taxes
|
12,257
|
|
|
13,599
|
|
|
(9.9
|
)
|
|
21,718
|
|
|
25,617
|
|
|
(15.2
|
)
|
||||
Net income
|
$
|
33,212
|
|
|
$
|
34,227
|
|
|
(3.0
|
)
|
|
$
|
62,060
|
|
|
$
|
63,303
|
|
|
(2.0
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Common dividends
|
$
|
6,982
|
|
|
$
|
6,555
|
|
|
6.5
|
|
|
$
|
13,450
|
|
|
$
|
13,126
|
|
|
2.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.61
|
|
|
$
|
0.62
|
|
|
(1.6
|
)
|
|
$
|
1.14
|
|
|
$
|
1.15
|
|
|
(0.9
|
)
|
Diluted
|
0.61
|
|
|
0.61
|
|
|
—
|
|
|
1.14
|
|
|
1.14
|
|
|
—
|
|
||||
Dividends
|
0.13
|
|
|
0.12
|
|
|
8.3
|
|
|
0.25
|
|
|
0.24
|
|
|
4.2
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
54,168,562
|
|
|
55,134,890
|
|
|
(1.8
|
)
|
|
54,207,145
|
|
|
55,111,019
|
|
|
(1.6
|
)
|
||||
Diluted
|
54,642,071
|
|
|
55,695,258
|
|
|
(1.9
|
)
|
|
54,662,389
|
|
|
55,677,166
|
|
|
(1.8
|
)
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
||||||||||
Net sales
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Industrial
|
$
|
204,540
|
|
|
$
|
202,589
|
|
|
1.0
|
|
|
$
|
399,786
|
|
|
$
|
402,938
|
|
|
(0.8
|
)
|
Aerospace
|
102,153
|
|
|
112,356
|
|
|
(9.1
|
)
|
|
195,240
|
|
|
212,581
|
|
|
(8.2
|
)
|
||||
Intersegment sales
|
—
|
|
|
(4
|
)
|
|
NM
|
|
|
(1
|
)
|
|
(4
|
)
|
|
(75.0
|
)
|
||||
Total net sales
|
$
|
306,693
|
|
|
$
|
314,941
|
|
|
(2.6
|
)
|
|
$
|
595,025
|
|
|
$
|
615,515
|
|
|
(3.3
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating profit
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Industrial
|
$
|
34,843
|
|
|
$
|
29,979
|
|
|
16.2
|
|
|
$
|
64,487
|
|
|
$
|
60,958
|
|
|
5.8
|
|
Aerospace
|
12,617
|
|
|
20,670
|
|
|
(39.0
|
)
|
|
24,500
|
|
|
33,586
|
|
|
(27.1
|
)
|
||||
Total operating profit
|
$
|
47,460
|
|
|
$
|
50,649
|
|
|
(6.3
|
)
|
|
$
|
88,987
|
|
|
$
|
94,544
|
|
|
(5.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
||||||||||
Industrial
|
17.0
|
%
|
|
14.8
|
%
|
|
220
|
|
|
16.1
|
%
|
|
15.1
|
%
|
|
100
|
|
||||
Aerospace
|
12.4
|
%
|
|
18.4
|
%
|
|
(600
|
)
|
|
12.5
|
%
|
|
15.8
|
%
|
|
(330
|
)
|
||||
Total operating margin
|
15.5
|
%
|
|
16.1
|
%
|
|
(60
|
)
|
|
15.0
|
%
|
|
15.4
|
%
|
|
(40
|
)
|
|
June 30, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
101,326
|
|
|
$
|
83,926
|
|
Accounts receivable
|
271,809
|
|
|
261,757
|
|
||
Inventories
|
204,918
|
|
|
208,611
|
|
||
Deferred income taxes
|
—
|
|
|
24,825
|
|
||
Prepaid expenses and other current assets
|
34,353
|
|
|
32,469
|
|
||
Total current assets
|
612,406
|
|
|
611,588
|
|
||
|
|
|
|
||||
Deferred income taxes
|
22,726
|
|
|
1,139
|
|
||
Property, plant and equipment, net
|
312,900
|
|
|
308,856
|
|
||
Goodwill
|
589,194
|
|
|
587,992
|
|
||
Other intangible assets, net
|
512,170
|
|
|
528,322
|
|
||
Other assets
|
25,627
|
|
|
23,969
|
|
||
Total assets
|
$
|
2,075,023
|
|
|
$
|
2,061,866
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Notes and overdrafts payable
|
$
|
20,219
|
|
|
$
|
22,680
|
|
Accounts payable
|
104,882
|
|
|
97,035
|
|
||
Accrued liabilities
|
136,192
|
|
|
131,320
|
|
||
Long-term debt - current
|
1,573
|
|
|
1,515
|
|
||
Total current liabilities
|
262,866
|
|
|
252,550
|
|
||
|
|
|
|
||||
Long-term debt
|
457,310
|
|
|
485,711
|
|
||
Accrued retirement benefits
|
94,246
|
|
|
112,888
|
|
||
Deferred income taxes
|
62,363
|
|
|
62,364
|
|
||
Other liabilities
|
19,935
|
|
|
20,600
|
|
||
|
|
|
|
||||
Total stockholders' equity
|
1,178,303
|
|
|
1,127,753
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,075,023
|
|
|
$
|
2,061,866
|
|
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Operating activities:
|
|
|
|
||||
Net income
|
$
|
62,060
|
|
|
$
|
63,303
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
38,639
|
|
|
39,642
|
|
||
Gain on disposition of property, plant and equipment
|
(286
|
)
|
|
(1,302
|
)
|
||
Stock compensation expense
|
5,947
|
|
|
4,890
|
|
||
Withholding taxes paid on stock issuances
|
(465
|
)
|
|
(746
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(11,036
|
)
|
|
(8,902
|
)
|
||
Inventories
|
4,755
|
|
|
(2,768
|
)
|
||
Prepaid expenses and other current assets
|
(2,378
|
)
|
|
(10,448
|
)
|
||
Accounts payable
|
8,014
|
|
|
14,742
|
|
||
Accrued liabilities
|
8,453
|
|
|
(14,202
|
)
|
||
Deferred income taxes
|
(536
|
)
|
|
629
|
|
||
Long-term retirement benefits
|
(16,199
|
)
|
|
(745
|
)
|
||
Other
|
(459
|
)
|
|
1,818
|
|
||
Net cash provided by operating activities
|
96,509
|
|
|
85,911
|
|
||
|
|
|
|
||||
Investing activities:
|
|
|
|
||||
Proceeds from disposition of property, plant and equipment
|
439
|
|
|
2,058
|
|
||
Capital expenditures
|
(22,987
|
)
|
|
(22,376
|
)
|
||
Business acquisitions
|
(1,546
|
)
|
|
—
|
|
||
Component Repair Program payments
|
(900
|
)
|
|
(19,000
|
)
|
||
Other
|
—
|
|
|
(651
|
)
|
||
Net cash used by investing activities
|
(24,994
|
)
|
|
(39,969
|
)
|
||
|
|
|
|
||||
Financing activities:
|
|
|
|
||||
Net change in other borrowings
|
(2,349
|
)
|
|
13,738
|
|
||
Payments on long-term debt
|
(127,484
|
)
|
|
(85,821
|
)
|
||
Proceeds from the issuance of long-term debt
|
99,022
|
|
|
68,722
|
|
||
Proceeds from the issuance of common stock
|
311
|
|
|
9,691
|
|
||
Common stock repurchases
|
(8,000
|
)
|
|
(11,465
|
)
|
||
Dividends paid
|
(13,450
|
)
|
|
(13,126
|
)
|
||
Excess tax benefit on stock awards
|
59
|
|
|
1,574
|
|
||
Other
|
(2,876
|
)
|
|
8,487
|
|
||
Net cash used by financing activities
|
(54,767
|
)
|
|
(8,200
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash flows
|
652
|
|
|
(1,814
|
)
|
||
Increase in cash and cash equivalents
|
17,400
|
|
|
35,928
|
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
83,926
|
|
|
46,039
|
|
||
Cash and cash equivalents at end of period
|
$
|
101,326
|
|
|
$
|
81,967
|
|
|
Six months ended June 30,
|
||||||
|
2016
|
|
2015
|
||||
Free cash flow:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
96,509
|
|
|
$
|
85,911
|
|
Capital expenditures
|
(22,987
|
)
|
|
(22,376
|
)
|
||
Free cash flow
(1)
|
$
|
73,522
|
|
|
$
|
63,535
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
% Change
|
|
2016
|
|
2015
|
|
% Change
|
|
||||||||||||
SEGMENT RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Profit - Industrial Segment (GAAP)
|
$
|
34,843
|
|
|
$
|
29,979
|
|
|
16.2
|
|
|
$
|
64,487
|
|
|
$
|
60,958
|
|
|
5.8
|
|
|
||
Männer short-term purchase accounting adjustments
|
—
|
|
|
630
|
|
|
|
|
—
|
|
|
1,481
|
|
|
|
|
||||||||
Operating Profit - Industrial Segment as adjusted (Non-GAAP)
(1)
|
$
|
34,843
|
|
|
$
|
30,609
|
|
|
13.8
|
|
|
$
|
64,487
|
|
|
$
|
62,439
|
|
|
3.3
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Margin - Industrial Segment (GAAP)
|
17.0
|
%
|
|
14.8
|
%
|
|
220
|
|
bps.
|
16.1
|
%
|
|
15.1
|
%
|
|
100.0
|
%
|
bps.
|
||||||
Operating Margin - Industrial Segment as adjusted (Non-GAAP)
(1)
|
17.0
|
%
|
|
15.1
|
%
|
|
190
|
|
bps.
|
16.1
|
%
|
|
15.5
|
%
|
|
60.0
|
%
|
bps.
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Profit - Aerospace Segment (GAAP)
|
$
|
12,617
|
|
|
$
|
20,670
|
|
|
(39.0
|
)
|
|
$
|
24,500
|
|
|
$
|
33,586
|
|
|
(27.1
|
)
|
|
||
Contract termination dispute charges
|
1,570
|
|
|
—
|
|
|
|
|
2,386
|
|
|
—
|
|
|
|
|
||||||||
Operating Profit - Aerospace Segment as adjusted (Non-GAAP)
(1)
|
$
|
14,187
|
|
|
$
|
20,670
|
|
|
(31.4
|
)
|
|
$
|
26,886
|
|
|
$
|
33,586
|
|
|
(19.9
|
)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Margin - Aerospace Segment (GAAP)
|
12.4
|
%
|
|
18.4
|
%
|
|
(600
|
)
|
bps.
|
12.5
|
%
|
|
15.8
|
%
|
|
(330
|
)
|
bps.
|
||||||
Operating Margin - Aerospace Segment as adjusted (Non-GAAP)
(1)
|
13.9
|
%
|
|
18.4
|
%
|
|
(450
|
)
|
bps.
|
13.8
|
%
|
|
15.8
|
%
|
|
(200
|
)
|
bps.
|
||||||
CONSOLIDATED RESULTS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Income (GAAP)
|
$
|
47,460
|
|
|
$
|
50,649
|
|
|
(6.3
|
)
|
|
$
|
88,987
|
|
|
$
|
94,544
|
|
|
(5.9
|
)
|
|
||
Männer short-term purchase accounting adjustments
|
—
|
|
|
630
|
|
|
|
|
—
|
|
|
1,481
|
|
|
|
|
||||||||
Contract termination dispute charges
|
1,570
|
|
|
—
|
|
|
|
|
2,386
|
|
|
—
|
|
|
|
|
||||||||
Operating Income as adjusted (Non-GAAP)
(1)
|
$
|
49,030
|
|
|
$
|
51,279
|
|
|
(4.4
|
)
|
|
$
|
91,373
|
|
|
$
|
96,025
|
|
|
(4.8
|
)
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating Margin (GAAP)
|
15.5
|
%
|
|
16.1
|
%
|
|
(60
|
)
|
bps.
|
15.0
|
%
|
|
15.4
|
%
|
|
(40
|
)
|
bps.
|
||||||
Operating Margin as adjusted (Non-GAAP)
(1)
|
16.0
|
%
|
|
16.3
|
%
|
|
(30
|
)
|
bps.
|
15.4
|
%
|
|
15.6
|
%
|
|
(20
|
)
|
bps.
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted Net Income per Share (GAAP)
|
$
|
0.61
|
|
|
$
|
0.61
|
|
|
—
|
|
|
$
|
1.14
|
|
|
$
|
1.14
|
|
|
—
|
|
|
||
Männer short-term purchase accounting adjustments
|
—
|
|
|
0.01
|
|
|
|
|
—
|
|
|
0.02
|
|
|
|
|
||||||||
Contract termination dispute charges
|
0.02
|
|
|
—
|
|
|
|
|
0.03
|
|
|
—
|
|
|
|
|
||||||||
Diluted Net Income per Share as adjusted (Non-GAAP) (1)
|
$
|
0.63
|
|
|
$
|
0.62
|
|
|
1.6
|
|
|
$
|
1.17
|
|
|
$
|
1.16
|
|
|
0.9
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Full-Year 2015
|
|
|
|
Full-Year 2016 Outlook
|
|
|
|
|
|
||||||||||||||
Diluted Net Income per Share (GAAP)
|
$
|
2.19
|
|
|
|
|
$
|
2.43
|
|
to
|
$
|
2.53
|
|
|
|
|
|
|
||||||
Männer short-term purchase accounting adjustments
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Tax benefit recognized for refund of withholding taxes
|
(0.05
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Acquisition transaction costs
|
0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Thermoplay short-term purchase accounting adjustments
|
0.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Restructuring/reduction in force
|
0.05
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Pension lump-sum settlement charges
|
0.11
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Contract termination dispute charges
|
0.03
|
|
|
|
|
|
0.03
|
|
|
|
|
|
|
|
||||||||||
Diluted Net Income per Share as adjusted (Non-GAAP) (1)
|
$
|
2.38
|
|
|
|
|
$
|
2.46
|
|
to
|
$
|
2.56
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|