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October 23, 2015 6:34 AM EDT


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

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 23, 2015

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))








Item 2.02
 
Results of Operations and Financial Condition.

On October 23, 2015, Barnes Group Inc. issued a press release announcing the financial results of operations for the third quarter and nine months ended September 30, 2015. A copy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01
 
Financial Statements and Exhibits.

Exhibit 99.1: Press Release issued October 23, 2015, announcing the financial results of operations for the third quarter and nine months ended September 30, 2015.

SIGNATURES
        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  October 23, 2015
BARNES GROUP INC.
 
(Registrant)
 
 
 
 
By:
/s/ CHRISTOPHER J. STEPHENS, JR.
 
 
     Christopher J. Stephens, Jr.
     Senior Vice President, Finance and
     Chief Financial Officer

EXHIBIT INDEX
Exhibit No.
 
Document Description    
99.1
 
Press Release, dated October 23, 2015




Barnes Group Inc. / 1

 
 
 
Exhibit 99.1



Barnes Group Inc.
123 Main Street
Bristol, CT 06010

NEWS RELEASE

BARNES GROUP INC. REPORTS
THIRD QUARTER 2015 FINANCIAL RESULTS

▪
Net Sales of $291 million, down 8%; Organic Sales down 5%
▪
Operating Margin of 15.0%; Adjusted Operating Margin of 16.6%, up 10 bps
▪
Diluted EPS from Continuing Operations of $0.61, down 2%;
▪
Adjusted Diluted EPS from Continuing Operations of $0.61, down 5%
▪
2015 EPS from Continuing Operations Guidance Updated to $2.40 to $2.45 per diluted share; On an Adjusted Basis, $2.42 to $2.47 per diluted share, up 3% to 5%

BRISTOL, Conn., October 23, 2015 - Barnes Group Inc. (NYSE: B), an international industrial and aerospace manufacturer and service provider, today reported financial results for the third quarter of 2015. Net sales of $291 million were down 8% from $318 million in the third quarter of 2014. Negative organic growth of approximately 5%, coupled with unfavorable foreign exchange of 5%, was only partially offset by acquisition revenues of 1%. Income from continuing operations for the third quarter was $33.7 million, or $0.61 per diluted share, compared to $34.3 million, or $0.62 per diluted share in the prior year period. On an adjusted basis, income from continuing operations was $0.61 per diluted share, down 5% from $0.64 a year ago. Third quarter 2015 adjusted income from continuing operations excludes a $2.8 million pre-tax charge, or $0.03 per diluted share, related to a contract termination dispute in our Aerospace Segment, $1.9 million pre-tax, or $0.02 per diluted share, of Thermoplay short-term purchase accounting adjustments and transaction costs in our Industrial Segment, and a $3.0 million benefit, or $0.05 per diluted share, from a tax refund in the quarter. Last year’s third quarter adjusted income from continuing operations excludes $0.9 million pre-tax of Männer short-term purchase accounting adjustments and $0.5 million pre-tax costs related to the closure of production operations at Associated Spring’s Saline, Michigan facility, collectively worth $0.02 per diluted share.
A table reconciling third quarter 2015 and 2014 non-GAAP adjusted results presented in this release to our GAAP results is included at the end of this press release.
“Barnes Group experienced a challenging quarter as overall macro-economic conditions weighed on the industrial end markets we serve tempering our outlook for the remainder of the year,” said Patrick J. Dempsey, President and Chief Executive Officer of Barnes Group Inc. “In addition, lower than expected deliveries and a contract termination dispute in our Aerospace business impacted the quarter’s performance. Accordingly, we are taking deliberate and decisive actions to manage our business in this lower organic growth environment; leveraging the Barnes Enterprise System to further increase productivity while executing our strategy by adding intellectual property based businesses, like Thermoplay and Priamus, to strengthen our position and create superior value for our customers,” added Dempsey.



Barnes Group Inc. / 2

Industrial

•
Third quarter 2015 sales were $189.1 million, down 9% from $207.2 million in the same period last year. Unfavorable foreign exchange reduced sales by approximately $16.4 million, or 8%. Organic sales decreased by 3% in the quarter, primarily driven by softer industrial end-markets in North America and transportation end-markets in China. For the quarter, the recently acquired Thermoplay business contributed $4.6 million in sales.

•
Operating profit in the third quarter was $27.3 million, compared to $33.2 million in the prior year period. The decline in operating profit was driven by lower sales volumes, unfavorable foreign exchange, lower productivity, and $1.9 million of short-term purchase accounting and acquisition costs related to the Thermoplay acquisition. These items were offset in part by lower employee related costs this year, and the absence of $0.9 million in Männer short-term purchase accounting adjustments and $0.5 million of Saline restructuring charges taken last year. Excluding the Thermoplay related charges this year, and the Männer and Saline charges last year, adjusted operating profit of $29.2 million was down 16% from $34.6 million a year ago. Adjusted operating margin was 15.4%, down 130 bps from last year’s adjusted operating margin of 16.7%.

Aerospace

•
Third quarter 2015 sales were $102.3 million, down 7% from $110.4 million in the same period last year. Growth in Aerospace Aftermarket sales, primarily driven by a significant increase in spare parts, was offset by lower Aerospace original equipment manufacturing (“OEM”) sales.

•
Operating profit was $16.4 million for the third quarter of 2015, down 7% from $17.7 million in the prior year period. The operating profit decrease was primarily due to a $2.8 million charge related to a contract termination dispute and the lower profit on reduced sales volume in the OEM business. Partially offsetting these items were higher profit contributions from increased sales in Aftermarket spare parts and Component Repair Programs, and lower employee related costs. Operating margin was 16.1% in the quarter, a 10 bps increase from last year. Excluding the contract termination charge, operating margin in the quarter would have been 18.8% or 280 basis points higher than a year ago driven by the favorable Aftermarket mix.

•
Aerospace backlog was $560 million at the end of the third quarter of 2015, up 10% year-over-year, and up 5% sequentially from the second quarter of 2015 primarily due to orders received in support of the Trent XWB engine program for the Airbus A350.
Additional Information
•
Interest expense increased $0.2 million to $2.6 million in the third quarter primarily as a result of a higher average interest rate, partially offset by lower average borrowings.

•
The Company's effective tax rate from continuing operations for the third quarter of 2015 was 19.2% compared with 28.1% in the third quarter of 2014 and 27.6% for the full year 2014. The effective tax rate decrease in the third quarter 2015 over the full year 2014 rate is primarily due to the recognition of a tax benefit related to a refund of withholding taxes that were previously paid and included in tax expense in prior years, partially offset by the expiration of certain tax holidays.






Barnes Group Inc. / 3

2015 Outlook
Barnes Group now expects 2015 organic revenue growth of approximately 1%, down from our previous expectation of 4% to 6%, with total revenue down 3% to 4% after consideration of unfavorable foreign exchange of 5%. Operating margins are forecasted to be about 16.5%. GAAP earnings from continuing operations are now expected to be in the range of $2.40 to $2.45 per diluted share. Excluding the Männer and Thermoplay purchase adjustments, the Aerospace charge related to a contract termination dispute, and the tax refund benefit recorded in the third quarter, adjusted diluted earnings per share from continuing operations is expected to be in the range of $2.42 to $2.47, up 3% to 5% from 2014’s adjusted diluted earnings per share of $2.34. Further, the Company now anticipates capital expenditures of approximately $50 million and cash conversion to be greater than 100% of net income.

Pension Update
Barnes Group is taking action to reduce the size and potential volatility of its U.S. pension plan obligation. The Company has recently offered approximately 1,300 former employees an option to receive a lump sum distribution of their vested benefits by the end of 2015. This represents approximately 17% of Barnes Group’s U.S. pension plan obligations. No additional funding of the pension trust is required for this transaction, as all distributions will be made out of existing plan assets. The plan’s funded status is expected to remain materially unchanged as a result of this offer. The Company also expects to record a non-cash pension settlement charge in the fourth quarter, based on the level of acceptance. This charge will be excluded from adjusted earnings.
Conference Call
Barnes Group Inc. will conduct a conference call with investors to discuss third quarter 2015 results at 8:30 a.m. ET today, October 23, 2015. The public may access the conference through a live audio webcast available on the Investor Relations section of Barnes Group’s website at www.BGInc.com. The conference is also available by direct dial at (877) 201-0168 in the U.S. or (647) 788-4901 outside of the U.S.; Conference ID 98069470. Supplemental materials will be posted to the Investor Relations section of the Company's website prior to the conference call. 
In addition, the call will be recorded and available for playback from 12:00 p.m. (ET) on Friday, October 23, 2015 until 11:59 p.m. (ET) on Friday, October 30, 2015, by dialing (404) 537-3406; Conference ID 98069470.

About Barnes Group
Founded in 1857, Barnes Group Inc. (NYSE: B) is an international industrial and aerospace manufacturer and service provider, serving a wide range of end markets and customers. The highly engineered products, differentiated industrial technologies, and innovative solutions delivered by Barnes Group are used in far-reaching applications that provide transportation, manufacturing, healthcare products, and technology to the world. Barnes Group’s approximately 4,700 skilled and dedicated employees, at more than 60 locations worldwide, are committed to achieving consistent and sustainable profitable growth. For more information, visit www.BGInc.com.

Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future operating and financial performance and financial condition, and often contain words such as "anticipate," "believe," "expect," "plan," "strategy," "estimate," "project," and similar terms. These forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. These include, among others: difficulty maintaining relationships with employees, including unionized employees, customers, distributors, suppliers, business partners or governmental entities; failure to successfully negotiate collective bargaining agreements or potential strikes, work stoppages or other similar events; difficulties leveraging market opportunities; changes in


Barnes Group Inc. / 4

market demand for our products and services; rapid technological and market change; the ability to protect intellectual property rights; introduction or development of new products or transfer of work; higher risks in international operations and markets; the impact of intense competition; acts of terrorism, cybersecurity attacks or intrusions that could adversely impact our businesses; and other risks and uncertainties described in documents filed with or furnished to the Securities and Exchange Commission ("SEC") by the Company, including, among others, those in the Management's Discussion and Analysis of Financial Condition and Results of Operations and Risk Factors sections of the Company's filings. The risks and uncertainties described in our periodic filings with the SEC include, among others, uncertainties relating to conditions in financial markets; currency fluctuations and foreign currency exposure; future financial performance of the industries or customers that we serve; our dependence upon revenues and earnings from a small number of significant customers; a major loss of customers; inability to realize expected sales or profits from existing backlog due to a range of factors, including changes in customer sourcing decisions, material changes, production schedules and volumes of specific programs; the impact of government budget and funding decisions; changes in raw material or product prices and availability; integration of acquired businesses; restructuring costs or savings; the continuing impact of prior acquisitions and divestitures, including the acquisitions of the Thermoplay and Priamus businesses, and any other future strategic actions, including acquisitions, divestitures, restructurings, or strategic business realignments, and our ability to achieve the financial and operational targets set in connection with any such actions; the outcome of pending and future legal, governmental, or regulatory proceedings and contingencies and uninsured claims; future repurchases of common stock; future levels of indebtedness; and numerous other matters of a global, regional or national scale, including those of a political, economic, business, competitive, environmental, regulatory and public health nature. The Company assumes no obligation to update its forward-looking statements.

Contact:
Barnes Group Inc.
William Pitts
Director, Investor Relations
860.583.7070

# # #




Barnes Group Inc. / 5

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

 
Three months ended September 30,
 
Nine months ended September 30,
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
Net sales
$
291,434

 
$
317,659

 
(8.3
)
 
$
906,949

 
$
951,832

 
(4.7
)
 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
191,132

 
206,410

 
(7.4
)
 
593,609

 
632,671

 
(6.2
)
Selling and administrative expenses
56,555

 
60,364

 
(6.3
)
 
175,049

 
187,770

 
(6.8
)
 
247,687

 
266,774

 
(7.2
)
 
768,658

 
820,441

 
(6.3
)
Operating income
43,747

 
50,885

 
(14.0
)
 
138,291

 
131,391

 
5.3

 
 
 
 
 
 
 
 
 
 
 
 
Operating margin
15.0
%
 
16.0
%
 
 
 
15.2
%
 
13.8
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
2,637

 
2,435

 
8.3

 
7,944

 
8,558

 
(7.2
)
Other (income) expense, net
(545
)
 
741

 
NM

 
(228
)
 
1,768

 
NM

Income from continuing operations before income taxes
41,655

 
47,709

 
(12.7
)
 
130,575

 
121,065

 
7.9

 
 
 
 
 
 
 
 
 
 
 
 
Income taxes
7,984

 
13,407

 
(40.4
)
 
33,601

 
33,782

 
(0.5
)
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations
33,671

 
33,877

 
(1.8
)
 
96,974

 
86,858

 
11.1

 
 
 
 
 
 
 
 
 
 
 
 
Loss from discontinued operations, net of income taxes
—

 
(425
)
 
NM

 
—

 
(425
)
 
NM

 
 
 
 
 
 
 
 
 
 
 
 
Net income
$
33,671

 
$
33,877

 
(0.6
)
 
$
96,974

 
$
86,858

 
11.6

 
 
 
 
 
 
 
 
 
 
 
 
Common dividends
$
6,587

 
$
5,988

 
10.0

 
$
19,713

 
$
17,925

 
10.0

 
 
 
 
 
 
 
 
 
 
 
 
Per common share:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
 
 
 
 
     Income from continuing operations
$
0.61

 
$
0.63

 
(3.2
)
 
$
1.76

 
$
1.6

 
0.1

     Loss from discontinued operations, net of income taxes
—

 
(0.01
)
 
NM

 
—

 
(0.01
)
 
NM

     Net income
$
0.61

 
$
0.62

 
(1.6
)
 
$
1.76

 
$
1.59

 
10.7

 
 
 
 
 
 
 
 
 
 
 
 
Diluted:
 
 
 
 
 
 
 
 
 
 
 
     Income from continuing operations
$
0.61

 
$
0.62

 
(1.6
)
 
$
1.74

 
$
1.57

 
10.8

     Loss from discontinued operations, net of income taxes
—

 
(0.01
)
 
NM

 
—

 
(0.01
)
 
NM

     Net income
$
0.61

 
$
0.61

 
—

 
$
1.74

 
$
1.56

 
11.5

 
 
 
 
 
 
 
 
 
 
 
 
  Dividends
0.12

 
0.11

 
9.1

 
0.36

 
0.33

 
9.1

 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
    Basic
55,199,315

 
54,879,329

 
0.6

 
55,140,774

 
54,756,794

 
0.7

    Diluted
55,588,092

 
55,509,658

 
0.1

 
55,647,971

 
55,803,370

 
(0.3
)






Barnes Group Inc. / 6

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

 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
 
Net sales
 
 
 
 
 
 
 
 
 
 
 
 
   Industrial
$
189,106

 
$
207,230

 
(8.7
)
 
$
592,044

 
$
623,886

 
(5.1
)
 
   Aerospace
102,329

 
110,429

 
(7.3
)
 
314,910

 
327,951

 
(4.0
)
 
   Intersegment sales
(1
)
 
—

 
NM

 
(5
)
 
(5
)
 
—

 
Total net sales
$
291,434

 
$
317,659

 
(8.3
)
 
$
906,949

 
$
951,832

 
(4.7
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
 
 
 
 
 
 
 
 
 
 
 
 
   Industrial
$
27,304

 
$
33,205

 
(17.8
)
 
$
88,262

 
$
81,344

 
8.5

 
   Aerospace
16,443

 
17,680

 
(7.0
)
 
50,029

 
50,047

 
—

 
Total operating profit
$
43,747

 
$
50,885

 
(14.0
)
 
$
138,291

 
$
131,391

 
5.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating margin
 
 
 
 
Change
 
 
 
 
 
Change

 
   Industrial
14.4
%
 
16.0
%
 
(160
)
bps.
14.9
%
 
13.0
%
 
190

bps.
   Aerospace
16.1
%
 
16.0
%
 
10

bps.
15.9
%
 
15.3
%
 
60

bps.
Total operating margin
15.0
%
 
16.0
%
 
(100
)
bps.
15.2
%
 
13.8
%
 
140

bps.
































Barnes Group Inc. / 7

BARNES GROUP INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)

 
September 30, 2015
 
December 31, 2014
Assets
 
 
 
Current assets
 
 
 
  Cash and cash equivalents
$
65,763

 
$
46,039

  Accounts receivable
275,055

 
275,890

  Inventories
213,321

 
212,044

  Deferred income taxes
27,759

 
31,849

  Prepaid expenses and other current assets
28,969

 
22,574

    Total current assets
610,867

 
588,396

 
 
 
 
Deferred income taxes
2,750

 
10,061

Property, plant and equipment, net
310,220

 
299,435

Goodwill
595,131

 
594,949

Other intangible assets, net
528,051

 
554,694

Other assets
31,059

 
26,350

Total assets
$
2,078,078

 
$
2,073,885

 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
Current liabilities
 
 
 
  Notes and overdrafts payable
$
10,509

 
$
8,028

  Accounts payable
105,413

 
94,803

  Accrued liabilities
131,356

 
161,397

  Long-term debt - current
1,523

 
862

    Total current liabilities
248,801

 
265,090

 
 
 
 
Long-term debt
467,962

 
495,844

Accrued retirement benefits
107,564

 
115,057

Deferred income taxes
69,946

 
70,147

Other liabilities
22,254

 
15,954

 
 
 
 
Total stockholders' equity
1,161,551

 
1,111,793

Total liabilities and stockholders' equity
$
2,078,078

 
$
2,073,885


















Barnes Group Inc. / 8

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

 
Nine months ended September 30,
 
2015
 
2014
Operating activities:
 
 
 
Net income
$
96,974

 
$
86,858

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
  Depreciation and amortization
59,249

 
62,556

  Amortization of convertible debt discount
—

 
731

  (Gain) loss on disposition of property, plant and equipment
(1,269
)
 
103

  Stock compensation expense
6,934

 
5,453

  Withholding taxes paid on stock issuances
(4,898
)
 
(4,357
)
  Loss on the sale of businesses
—

 
1,586

  Changes in assets and liabilities, net of the effect of acquisitions:
 
 
 
    Accounts receivable
2,221

 
(26,648
)
    Inventories
(3,593
)
 
(8,481
)
    Prepaid expenses and other current assets
(7,617
)
 
(3,074
)
    Accounts payable
8,667

 
8,237

    Accrued liabilities
(10,647
)
 
8,630

    Deferred income taxes
4,741

 
(6,942
)
    Long-term retirement benefits
(166
)
 
(6,400
)
  Other
2,481

 
3,519

Net cash provided by operating activities
153,077

 
121,771

 
 
 
 
Investing activities:
 
 
 
Proceeds from disposition of property, plant and equipment
3,311

 
627

Payments for the sale of businesses
—

 
(1,181
)
Change in restricted cash
—

 
4,886

Capital expenditures
(31,412
)
 
(43,594
)
Business acquisitions, net of cash acquired
(43,485
)
 
—

Component Repair Program payments
(19,000
)
 
(41,000
)
Other
—

 
(1,030
)
Net cash used by investing activities
(90,586
)
 
(81,292
)
 
 
 
 
Financing activities:
 
 
 
Net change in other borrowings
2,491

 
24,663

Payments on long-term debt
(137,699
)
 
(183,673
)
Proceeds from the issuance of long-term debt
107,766

 
158,883

Payment of assumed liability to Otto Männer Holding AG
—

 
(19,796
)
Premium paid on convertible debt redemption
—

 
(14,868
)
Proceeds from the issuance of common stock
11,183

 
10,323

Common stock repurchases
(12,082
)
 
(8,389
)
Dividends paid
(19,713
)
 
(17,925
)
Excess tax benefit on stock awards
2,621

 
4,625

Other
6,341

 
(185
)
Net cash used by financing activities
(39,092
)
 
(46,342
)
 
 
 
 
Effect of exchange rate changes on cash flows
(3,675
)
 
(1,986
)
Increase (decrease) in cash and cash equivalents
19,724

 
(7,849
)
 
 
 
 
Cash and cash equivalents at beginning of period
46,039

 
70,856

Cash and cash equivalents at end of period
$
65,763

 
$
63,007






Barnes Group Inc. / 9

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

 
Nine months ended September 30,
 
2015
 
2014
Free cash flow:
 
 
 
Net cash provided by operating activities
$
153,077

 
$
121,771

Capital expenditures
(31,412
)
 
(43,594
)
Free cash flow (1)
$
121,665

 
$
78,177


Notes:
(1) The Company defines free cash flow as net cash provided by operating activities less capital expenditures. The Company believes that the free cash flow metric is useful to investors and management as a measure of cash generated by business operations that can be used to invest in future growth, pay dividends, repurchase stock and reduce debt. This metric can also be used to evaluate the Company's ability to generate cash flow from business operations and the impact that this cash flow has on the Company's liquidity.





























Barnes Group Inc. / 10

BARNES GROUP INC.
NON-GAAP FINANCIAL MEASURE RECONCILIATION
(Dollars in thousands, except per share data)
(Unaudited)
 
Three months ended September 30,
 
Nine months ended September 30,
 
 
2015
 
2014
 
% Change
 
2015
 
2014
 
% Change
 
SEGMENT RESULTS
 
 
 
 
 
 
 
 
 
 
 
 
Operating Profit - Industrial Segment (GAAP)
$
27,304

 
$
33,205

 
(17.8
)
 
$
88,262

 
$
81,344

 
8.5

 
Männer short-term purchase accounting adjustments
—

 
930

 
 
 
1,481

 
7,712

 
 
 
Restructuring charges
—

 
501

 
 
 
—

 
5,553

 
 
 
Thermoplay acquisition transaction costs
706

 
—

 
 
 
706

 
—

 
 
 
Thermoplay short-term purchase accounting adjustments
1,147

 
—

 
 
 
1,147

 
—

 
 
 
Operating Profit - Industrial Segment as adjusted (Non-GAAP) (1)
$
29,157


$
34,636

 
(15.8
)
 
$
91,596

 
$
94,609

 
(3.2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Margin - Industrial Segment (GAAP)
14.4
%
 
16.0
%
 
(160
)
bps.
14.9
%
 
13.0
%
 
190

bps.
Operating Margin - Industrial Segment as adjusted (Non-GAAP) (1)
15.4
%
 
16.7
%
 
(130
)
bps.
15.5
%
 
15.2
%
 
30

bps.
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Profit - Aerospace Segment (GAAP)
$
16,443

 
$
17,680

 
(7.0
)
 
$
50,029

 
$
50,047

 
—

 
Contract termination dispute charge
2,788

 
—

 
 
 
2,788

 
—

 
 
 
Operating Profit - Aerospace Segment as adjusted (Non-GAAP) (1)
$
19,231

 
$
17,680

 
8.8

 
$
52,817

 
$
50,047

 
5.5

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Margin - Aerospace Segment (GAAP)
16.1
%
 
16.0
%
 
10

bps.
15.9
%
 
15.3
%
 
60

bps.
Operating Margin - Aerospace Segment as adjusted (Non-GAAP) (1)
18.8
%
 
16.0
%
 
280

bps.
16.8
%
 
15.3
%
 
150

bps.
CONSOLIDATED RESULTS
 
 
 
 
 
 
 
 
 
 
 
 
Operating Income (GAAP)
$
43,747

 
$
50,885

 
(14.0
)
 
$
138,291

 
$
131,391

 
5.3

 
Männer short-term purchase accounting adjustments
—

 
930

 
 
 
1,481

 
7,712

 
 
 
Restructuring charges
—

 
501

 
 
 
—

 
5,553

 
 
 
Contract termination dispute charge
2,788

 
—

 
 
 
2,788

 
—

 
 
 
Thermoplay acquisition transaction costs
706

 
—

 
 
 
706

 
—

 
 
 
Thermoplay short-term purchase accounting adjustments
1,147

 
—

 
 
 
1,147

 
—

 
 
 
Operating Income as adjusted (Non-GAAP) (1)
$
48,388

 
$
52,316

 
(7.5
)
 
$
144,413

 
$
144,656

 
(0.2
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Margin (GAAP)
15.0
%
 
16.0
%
 
(100
)
bps.
15.2
%
 
13.8
%
 
140

bps.
Operating Margin as adjusted (Non-GAAP) (1)
16.6
%
 
16.5
%
 
10

bps.
15.9
%
 
15.2
%
 
70

bps.
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted Income from Continuing Operations per Share (GAAP)
$
0.61

 
$
0.62

 
(1.6
)
 
$
1.74

 
$
1.57

 
10.8

 
Männer short-term purchase accounting adjustments
—

 
0.01

 
 
 
0.02

 
0.10

 
 
 
Restructuring charges
—

 
0.01

 
 
 
—

 
0.06

 
 
 
Tax benefit recognized for refund of withholding taxes
(0.05
)
 
—

 
 
 
(0.05
)
 
—

 
 
 
Contract termination dispute charge
0.03

 
—

 
 
 
0.03

 
—

 
 
 
Thermoplay acquisition transaction costs
0.01

 
—

 
 
 
0.01

 
—

 
 
 
Thermoplay short-term purchase accounting adjustments
0.01

 
—

 
 
 
0.01

 
—

 
 
 
Diluted Income from Continuing Operations per Share as adjusted (Non-GAAP) (1)
$
0.61

 
$
0.64

 
(4.7
)
 
$
1.76

 
$
1.73

 
1.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Full-Year 2014
 
 
 
Full-Year 2015 Outlook
 
 
 
 
 
Diluted Income from Continuing Operations per Share (GAAP)
$
2.16

 
 
 
$
2.40

to
$
2.45

 
 
 
 
 
Männer short-term purchase accounting adjustments
0.11

 
 
 
 
0.02

 
 
 
 
 
 
Restructuring charges
0.07

 
 
 
 
—

 
 
 
 
 
 
Tax benefit recognized for refund of withholding taxes
—

 
 
 
 
(0.05
)
 
 
 
 
 
 
Contract termination dispute charge
—

 
 
 
 
0.03

 
 
 
 
 
 
Thermoplay acquisition transaction costs
—

 
 
 
 
0.01

 
 
 
 
 
 
Thermoplay short-term purchase accounting adjustments
—

 
 
 
 
0.01

 
 
 
 
 
 
Diluted Income from Continuing Operations per Share as adjusted (Non-GAAP) (1)
$
2.34

 
 
 
$
2.42

to
$
2.47

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Notes:
(1) The Company has excluded the following from its "as adjusted" financial measurements: 1) short-term purchase accounting adjustments related to its Männer acquisition in 2015 and 2014, 2) restructuring charges related to the closure of production operations at its Associated Spring facility located in Saline, Michigan in 2014, 3) transaction costs and short-term purchase accounting adjustments related to its Thermoplay acquisition in 2015, 4) certain charges recorded in the Aerospace segment in the third quarter of 2015 related to a contract termination dispute following a customer sourcing decision and 5) a tax benefit recognized in the third quarter of 2015 related to a refund of withholding taxes that were previously paid and included in tax expense in prior years. Management believes that these adjustments provide the Company and its investors with an indication of our baseline performance excluding items that are not considered to be reflective of our ongoing results. Management does not intend results excluding the adjustments to represent results as defined by GAAP, and the reader should not consider it as an alternative measurement calculated in accordance with GAAP, or as an indicator of the Company's performance. Accordingly, the measurements have limitations depending on their use.



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