Part I [Business Overview](index=4&type=section&id=Item%201.%20Business) Barnes Group Inc. is a global provider of highly engineered products and industrial technologies, operating through two segments: Industrial and Aerospace, with a strategy focused on high-margin businesses, intellectual property, and effective capital allocation - The company operates under two global business segments: Industrial and Aerospace, encompassing Molding Solutions, Force & Motion Control, Automation, Engineered Components, Original Equipment Manufacturing (OEM), and Aftermarket businesses[12](index=12&type=chunk) - The COVID-19 pandemic negatively affected sales and financial results in 2020, causing a global slowdown in aerospace markets, lower aircraft utilization, and the removal of aircraft from service[8](index=8&type=chunk) - The company's strategy is built on four pillars: focusing on high-margin/high-growth businesses, leveraging the Barnes Enterprise System (BES), expanding intellectual property, and effective capital allocation to drive shareholder return[9](index=9&type=chunk)[10](index=10&type=chunk) - In the Industrial segment, the four largest customers accounted for approximately **10% of sales** in 2020[15](index=15&type=chunk) - In the Aerospace segment, the three largest customers, General Electric, Rolls-Royce, and Raytheon Technologies Corporation, accounted for approximately **55%**, **15%**, and **5% of its sales** in 2020, respectively[19](index=19&type=chunk) - As of December 31, 2020, the company had approximately **5,000 employees worldwide**, with **40% in the Americas**, **40% in Europe, Middle East and Africa**, and **20% in the Asia-Pacific region**[20](index=20&type=chunk) [Risk Factors](index=8&type=section&id=Item%201A.%20Risk%20Factors) The company identifies significant risks, with the COVID-19 pandemic being a primary concern due to its adverse effects on the global economy and particularly the aerospace industry, alongside business, operational, and financial risks - The COVID-19 pandemic has had a material impact on the air travel and aviation industries, causing reductions in demand for commercial aircraft which could continue to materially affect the Aerospace business[39](index=39&type=chunk) - The company has significant customer concentration risk: in 2020, sales to General Electric (GE) accounted for **17% of total sales** and **55% of Aerospace sales**, while Rolls-Royce and Raytheon accounted for **15%** and **5% of Aerospace sales**, respectively[41](index=41&type=chunk) - Order backlog decreased from **$1,080.0 million** at the end of 2019 to **$832.7 million** at the end of 2020, with the majority related to Aerospace OEM customers, and there is no assurance that projected revenues from the backlog will be realized[43](index=43&type=chunk) - The company has significant indebtedness, with consolidated debt obligations of **$704.3 million** as of December 31, 2020, representing approximately **34% of total capital**[77](index=77&type=chunk) - Goodwill totaled **$1,011.6 million** as of December 31, 2020, and an impairment of goodwill could negatively affect results of operations and total capitalization[80](index=80&type=chunk) - In 2020, the company recorded **$19.1 million of restructuring charges**, primarily related to employee severance and other termination benefits, in response to market conditions[89](index=89&type=chunk) [Unresolved Staff Comments](index=19&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that there are no unresolved staff comments - None[95](index=95&type=chunk) [Properties](index=20&type=section&id=Item%202.%20Properties) The company operates a total of 27 owned and 82 leased facilities across its Industrial and Aerospace segments in North America, Europe, Asia, and Central/Latin America Owned Facilities | Location | Industrial | Aerospace | Other | Total | |---|---|---|---|---| | **Owned Manufacturing** | 17 | 7 | 0 | 24 | | **Owned Non-Manufacturing** | 2 | 0 | 1 | 3 | | **Total Owned** | **19** | **7** | **1** | **27** | Leased Facilities | Location | Industrial | Aerospace | Other | Total | |---|---|---|---|---| | **Leased Manufacturing** | 12 | 9 | 0 | 21 | | **Leased Non-Manufacturing** | 57 | 3 | 1 | 61 | | **Total Leased** | **69** | **12** | **1** | **82** | [Legal Proceedings](index=21&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in various legal proceedings in the ordinary course of business but does not anticipate that the outcomes will have a material adverse effect on its financial position, cash flows, or results of operations - The company expects that the outcome of pending litigation, suits, and claims will not have a material adverse effect on its consolidated financial position, cash flows, or results of operations[99](index=99&type=chunk) [Mine Safety Disclosures](index=21&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[99](index=99&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=22&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Barnes Group Inc.'s common stock trades on the New York Stock Exchange under the symbol 'B', with approximately 1,713 holders of record as of February 17, 2021, and the company repurchased 3,902 shares in Q4 2020 for tax withholding obligations - The company's common stock is traded on the New York Stock Exchange under the symbol 'B'[102](index=102&type=chunk) Issuer Purchases of Equity Securities (Q4 2020) | Period | Total Shares Purchased | Average Price Paid | Shares Purchased as Part of Program | Max Shares Remaining for Purchase | |---|---|---|---|---| | Oct 1-31, 2020 | 460 | $37.41 | — | 3,704,000 | | Nov 1-30, 2020 | 37 | $46.83 | — | 3,704,000 | | Dec 1-31, 2020 | 3,405 | $50.57 | — | 3,704,000 | | **Total Q4 2020** | **3,902** | **$48.98** | **—** | **3,704,000** | [Selected Financial Data](index=24&type=section&id=Item%206.%20Selected%20Financial%20Data) The company presents a five-year summary of key financial data, showing 2020 net sales of **$1.12 billion**, a decrease from **$1.49 billion** in 2019, with net income falling to **$63.4 million** from **$158.4 million** Selected Financial Data (in thousands, except per share data) | | 2020 | 2019 | |---|---|---| | **Net sales** | $1,124,391 | $1,491,118 | | **Operating income** | $123,370 | $236,448 | | **Net income** | $63,375 | $158,350 | | **Diluted EPS** | $1.24 | $3.07 | | **Dividends declared and paid per share** | $0.64 | $0.64 | | **Total assets** | $2,676,226 | $2,738,335 | | **Long-term debt and notes payable** | $704,259 | $834,775 | | **Stockholders' equity** | $1,382,677 | $1,270,528 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the significant negative impact of the COVID-19 pandemic on 2020 financial results, with net sales decreasing **24.6%** to **$1.12 billion** and operating income falling **47.8%** to **$123.4 million**, while maintaining sufficient liquidity Key Financial Metrics | Metric | 2020 | 2019 | % Change | |---|---|---|---| | **Net Sales** | $1,124.4 M | $1,491.1 M | (24.6)% | | **Operating Income** | $123.4 M | $236.4 M | (47.8)% | | **Operating Margin** | 11.0% | 15.9% | -4.9 p.p. | - The company took restructuring and workforce reduction actions in 2020, resulting in pre-tax charges of **$19.1 million**, to align costs with the business environment impacted by COVID-19[118](index=118&type=chunk)[169](index=169&type=chunk) - As of December 31, 2020, the company had **$79.1 million in cash** and **$406.4 million of undrawn borrowing capacity** under its credit facility, though covenants limited actual additional borrowing to **$161.5 million**[118](index=118&type=chunk)[178](index=178&type=chunk) - The effective tax rate increased to **37.6%** in 2020 from **23.4%** in 2019, primarily due to a decrease in earnings in lower-tax jurisdictions, tax expense from the Seeger business sale, and the impact of GILTI[146](index=146&type=chunk) Cash Flow Summary (in millions) | (in millions) | 2020 | 2019 | % Change | |---|---|---|---| | **Operating Activities** | $215.5 | $248.3 | (13.2)% | | **Investing Activities** | ($4.2) | ($62.2) | 93.3% | | **Financing Activities** | ($219.7) | ($192.0) | (14.4)% | [Results of Operations](index=29&type=section&id=Results%20of%20Operations) In 2020, total net sales decreased by **24.6%** to **$1,124.4 million**, driven by organic sales declines of **13.6%** in Industrial and **35.9%** in Aerospace due to COVID-19, leading to a **47.8%** fall in operating income Sales by Segment ($ in millions) | ($ in millions) | 2020 | 2019 | $ Change | % Change | |---|---|---|---|---| | **Industrial Sales** | $770.1 | $938.5 | ($168.4) | (17.9)% | | **Aerospace Sales** | $354.3 | $552.6 | ($198.3) | (35.9)% | | **Total Sales** | **$1,124.4** | **$1,491.1** | **($366.7)** | **(24.6)%** | Gross Profit and Operating Income ($ in millions) | ($ in millions) | 2020 | 2019 | $ Change | % Change | |---|---|---|---|---| | **Gross Profit** | $403.2 | $547.0 | ($143.8) | (26.3)% | | **Operating Income** | $123.4 | $236.4 | ($113.1) | (47.8)% | | **Operating Margin** | 11.0% | 15.9% | - | - | - Net income per diluted share decreased by **59.6%** from **$3.07** in 2019 to **$1.24** in 2020, reflecting the significant drop in net income[150](index=150&type=chunk) [Financial Performance by Business Segment](index=33&type=section&id=Financial%20Performance%20by%20Business%20Segment) The Industrial segment's sales fell **17.9%** to **$770.1 million** in 2020, while the Aerospace segment experienced a more severe downturn, with sales dropping **35.9%** to **$354.3 million**, as both segments were impacted by the global slowdown Industrial Segment Performance ($ in millions) | Industrial Segment ($ in millions) | 2020 | 2019 | % Change | |---|---|---|---| | **Sales** | $770.1 | $938.5 | (17.9)% | | **Operating Profit** | $66.6 | $114.0 | (41.6)% | | **Operating Margin** | 8.6% | 12.1% | - | Aerospace Segment Performance ($ in millions) | Aerospace Segment ($ in millions) | 2020 | 2019 | % Change | |---|---|---|---| | **Sales** | $354.3 | $552.6 | (35.9)% | | **Operating Profit** | $56.8 | $122.5 | (53.6)% | | **Operating Margin** | 16.0% | 22.2% | - | - Aerospace OEM backlog decreased by **28.6%** from **$800.7 million** at year-end 2019 to **$572.0 million** at year-end 2020, reflecting changes in customer production schedules for aircraft engines[162](index=162&type=chunk) [Liquidity and Capital Resources](index=36&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintained sufficient liquidity in 2020, generating **$215.5 million** in cash from operations, reducing total debt to **$704.3 million**, and remaining in compliance with all debt covenants - The company generated **$215.5 million** in cash from operating activities in 2020, compared to **$248.3 million** in 2019[185](index=185&type=chunk) - In February 2021, the company entered into a sixth amended and restated credit agreement, maintaining the **$1 billion facility** and extending the maturity date to February 2026[175](index=175&type=chunk) Debt Covenant Ratios (as of Dec 31, 2020) | Debt Covenant Ratios (as of Dec 31, 2020) | Actual Ratio | Covenant Limit | |---|---|---| | **Consolidated Senior Debt to EBITDA** | 3.05x | 3.75x | | **Consolidated Total Debt to EBITDA** | 3.05x | 3.75x | | **Consolidated EBITDA to Cash Interest Expense** | 14.48x | 4.25x | - The company repurchased **0.4 million shares** of its common stock for **$15.6 million** in 2020[177](index=177&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=47&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from changes in interest rates, foreign currency exchange rates, and commodity prices, which it manages using derivatives - A hypothetical **100 basis point increase** in the interest rate on the average variable-rate debt during 2020 would have reduced annual pretax profit by **$5.7 million**[222](index=222&type=chunk) - A **10% adverse change** in foreign currencies relative to the U.S. dollar at December 31, 2020 would have resulted in a **$2.8 million loss** in the fair value of financial instruments[223](index=223&type=chunk) - The company uses an interest rate swap to convert the interest on the first **$100.0 million** of its LIBOR-based borrowings from a variable rate to a fixed rate of **1.92%** plus the borrowing spread, expiring in January 2022[222](index=222&type=chunk) [Financial Statements and Supplementary Data](index=48&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for the fiscal year ended December 31, 2020, reflecting a significant decline in performance compared to prior years Consolidated Statements of Income (in thousands) | | 2020 | 2019 | 2018 | |---|---|---|---| | **Net sales** | $1,124,391 | $1,491,118 | $1,495,889 | | **Operating income** | $123,370 | $236,448 | $231,764 | | **Net income** | $63,375 | $158,350 | $166,186 | | **Diluted EPS** | $1.24 | $3.07 | $3.15 | Consolidated Balance Sheets (in thousands) | | Dec 31, 2020 | Dec 31, 2019 | |---|---|---| | **Total current assets** | $642,345 | $764,390 | | **Total assets** | $2,676,226 | $2,738,335 | | **Total current liabilities** | $295,379 | $342,875 | | **Long-term debt** | $699,868 | $825,017 | | **Total stockholders' equity** | $1,382,677 | $1,270,528 | Consolidated Statements of Cash Flows (in thousands) | | 2020 | 2019 | 2018 | |---|---|---|---| | **Net cash provided by operating activities** | $215,462 | $248,301 | $237,199 | | **Net cash used in investing activities** | ($4,187) | ($62,220) | ($493,186) | | **Net cash (used) provided by financing activities** | ($219,666) | ($191,993) | $215,564 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=96&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[486](index=486&type=chunk) [Controls and Procedures](index=96&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures, as well as its internal control over financial reporting, were effective as of December 31, 2020 - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2020[487](index=487&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2020, based on the COSO framework[489](index=489&type=chunk) [Other Information](index=97&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[491](index=491&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=98&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides a list of the company's executive officers as of December 31, 2020, with information regarding directors and corporate governance incorporated by reference from the 2021 proxy statement Executive Officers | Executive Officer | Position | |---|---| | Patrick J. Dempsey | President and Chief Executive Officer | | Marian Acker | Interim Chief Financial Officer and Vice President, Controller | | Michael A. Beck | Senior Vice President, Barnes Group Inc., and President, Barnes Aerospace | | Dawn N. Edwards | Senior Vice President, Human Resources | | Patrick T. Hurley | Senior Vice President & Chief Technology Officer | | Stephen G. Moule | Senior Vice President, Barnes Group Inc., and President, Barnes Industrial | | James C. Pelletier | Senior Vice President, General Counsel and Secretary | [Items 11-14](index=99&type=section&id=Items%2011-14) Information required for Items 11 through 14, covering executive compensation, security ownership, certain relationships and related transactions, and principal accountant fees and services, is incorporated by reference from the company's definitive proxy statement - Information for Items 11 (Executive Compensation), 12 (Security Ownership), 13 (Certain Relationships and Related Transactions), and 14 (Principal Accountant Fees and Services) is incorporated by reference from the company's Proxy Statement[502](index=502&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=100&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits that are filed as part of the Form 10-K report, with financial statements included under Item 8 and other exhibits in the Exhibit Index - This section lists the financial statements and schedules filed with the report, including the Consolidated Statements of Income, Balance Sheets, Comprehensive Income, Cash Flows, and Changes in Stockholders' Equity[505](index=505&type=chunk) [Form 10-K Summary](index=100&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company indicates that there is no Form 10-K summary - None[506](index=506&type=chunk)

Barnes Group Inc. (NYSE:B) Q4 2020 Earnings Conference Call February 19, 2021 8:30 AM ET Company Participants Bill Pitts - Director, Investor Relations Patrick Dempsey - President and Chief Executive Officer Marian Acker - Vice President, Controller and Interim Chief Financial Officer Conference Call Participants Myles Walton - UBS Michael Ciarmoli - Truist Securities Tim Wojs - Baird Pete Skibitski - Alembic Global Operator Ladies and gentlemen thank you for standing by and welcome to the Barnes Group Inc. ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | --- | --- | --- | |-----------------------------------------------------------------------------|-------------------------------------------------------|------------------------------ ...

Financial Data and Key Metrics Changes - Total sales for Q3 2020 decreased by 28% year-over-year, with organic sales down 26% due to lower volumes from the pandemic's impact [9][20] - Sequentially, total sales improved by 14% from Q2 2020, primarily driven by the industrial segment [9][20] - Adjusted operating income decreased by 53% compared to the previous year, with adjusted operating margin declining by 640 basis points to 11.7% [9][21] - Earnings per share were $0.30, down 66% from the previous year, but better than expectations set in July [9][21] Business Segment Data and Key Metrics Changes - **Industrial Segment**: Sales were $197 million, down 15% year-over-year, but increased by 19% sequentially from Q2 [22][23] - **Aerospace Segment**: Sales were $72 million, down nearly 50% year-over-year, with OEM sales down 44% and aftermarket down 58% [14][24] - **Molding Solutions**: Medical molds and hot runners saw solid sales, with year-over-year increases in packaging and personal care orders [11] - **Force & Motion Control**: Orders and sales showed modest sequential improvement, with general industrial orders trending positively [12][22] Market Data and Key Metrics Changes - Manufacturing PMIs in the U.S. and Europe have risen significantly from their Q2 lows, indicating positive signs of recovery [10] - The global automotive production market is expected to see mid-teens growth in 2021, despite being down in 2020 [12] Company Strategy and Development Direction - The company is focused on managing through the pandemic while pursuing strategic initiatives for future growth [8][19] - A long-term agreement with GE Aviation for the Leap Engine Program is expected to generate over $700 million in sales through 2032, enhancing the company's position in the aerospace market [15][19] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about recovery signs in industrial markets and the potential for gradual improvement in aerospace as passenger traffic increases [19][40] - The company is preparing for potential challenges due to COVID-19 spikes in Europe but remains focused on operational continuity [36][38] Other Important Information - The company has made significant progress in its ESG initiatives, including setting environmental targets for 2025 [16][18] - Year-to-date cash provided by operating activities was $163 million, reflecting ongoing working capital improvements [24] Q&A Session Summary Question: Automation orders growth - Management confirmed that automation orders were up in the high-teens, reflecting overall growth across various customers and product lines [28][29] Question: Tax rate implications - Management explained that the tax rate increase is driven by lower income in low tax jurisdictions and the impact of GILTI, with expectations for 2021 tax rates between 27% to 29% [30][31] Question: Aerospace aftermarket performance - Management noted that the aftermarket saw a decline in Q3, with expectations for flat revenues in Q4, driven by narrow-body engine demand [44][45] Question: OEM sequential uptick - Management indicated that the sequential uptick in OEM was due to improved visibility into customer acceptance and reduced uncertainty compared to Q2 [48] Question: GE contract details - Management clarified that the $700 million GE contract consists of approximately half extension of existing work and half new incremental work [54] Question: Electric vehicle impact - Management acknowledged that electric vehicle trends are early in their impact but are expected to drive demand for automotive molding solutions [56]

Financial Data and Key Metrics Changes - Second quarter sales decreased by 37% to $236 million, with organic sales down 32% [19][8] - Adjusted operating income decreased by 52% to $27.8 million, with adjusted operating margin declining by 390 basis points to 11.8% [19][8] - Adjusted earnings per share were $0.27, down 64% from $0.75 a year ago [19][21] Business Line Data and Key Metrics Changes - Industrial segment sales were $165 million, down 29% year-over-year, with organic sales decreasing by 22% [22] - Aerospace segment sales were $71 million, down 49%, with OEM sales decreasing by 52% and aftermarket sales down 42% [23][19] - Molding Solutions in the medical end markets saw strong growth, with a significant pickup in packaging and personal care orders [10][11] Market Data and Key Metrics Changes - Manufacturing PMIs for North America and Europe showed some improvement but remained below neutral [9] - Global automotive production is expected to decline by approximately 20% in 2020 compared to 2019, although there are signs of stabilization [10][11] - Aerospace OEM backlog ended the quarter at $555 million, down 21% from March [14] Company Strategy and Development Direction - The company is focused on cost reduction and cash preservation, leading to a workforce reduction of approximately 8% [7] - The company aims to maintain a conservative balance sheet while investing in capital expenditures and innovation for future growth [17][26] - The transformational strategy is emphasized as crucial during times of uncertainty, aiming to create long-term partnerships through differentiated solutions [18] Management's Comments on Operating Environment and Future Outlook - Management believes the worst of the crisis is behind, with signs of recovery beginning to appear, although challenges remain [6][7] - The outlook for the aerospace industry remains challenging, with expectations of a slow recovery in the aftermarket [15][16] - The company anticipates a gradual recovery in industrial markets, with expectations for sequential improvement from Q2 to Q3 and Q3 to Q4 [12][13] Other Important Information - The company has suspended share repurchase activity and does not anticipate a liquidity concern, maintaining open communication with lenders [25][24] - Year-to-date cash provided by operating activities was $123 million, an increase from the previous year, driven by working capital improvements [24] Q&A Session Summary Question: OEM sales down 52%, what were the contributing factors? - Management indicated that various factors contributed, including customer inventory decisions and communication inconsistencies [30] Question: How did aftermarket sales trend from April to July? - Aftermarket sales were down approximately 40% in April, with continued pressure into May and June, and expectations for further pressure in July [33] Question: What was the order cadence in the Industrial business? - April was the most severe, with gradual improvement seen in June as customers began to reopen [36] Question: What are the expected cost savings from the workforce reduction? - The company expects $30 million in savings over time, with $4 million to $6 million anticipated in the second half of 2020 [41] Question: What is the outlook for the Aerospace OEM and aftermarket? - Management expects some sequential improvement in OEM but acknowledges that the supply chain needs to clear before meaningful growth can occur [62]

[Part I. FINANCIAL INFORMATION](index=3&type=section&id=Part%20I.%20FINANCIAL%20INFORMATION) [Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20%28Unaudited%29) The company's financial performance was significantly impacted by the COVID-19 pandemic, leading to substantial declines in net sales and net income for Q2 2020, alongside balance sheet shifts and strategic divestiture actions Consolidated Statements of Income Highlights (in thousands, except per share data) | Metric | Three Months Ended June 30, 2020 | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $235,537 | $371,669 | $566,207 | $748,360 | | **Operating income** | $10,115 | $56,957 | $59,429 | $107,607 | | **Net income** | $567 | $37,616 | $30,300 | $71,608 | | **Diluted EPS** | $0.01 | $0.73 | $0.59 | $1.38 | Consolidated Balance Sheet Highlights (in thousands) | Metric | June 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | Cash and cash equivalents | $74,238 | $93,805 | | Total current assets | $665,522 | $764,390 | | Goodwill | $934,001 | $933,022 | | **Total assets** | **$2,588,496** | **$2,738,335** | | Long-term debt | $711,357 | $825,017 | | **Total liabilities** | **$1,330,790** | **$1,467,807** | | **Total stockholders' equity** | **$1,257,706** | **$1,270,528** | Consolidated Statements of Cash Flows Highlights (in thousands) | Metric | Six Months Ended June 30, 2020 | Six Months Ended June 30, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $123,077 | $108,155 | | Net cash provided (used) in investing activities | $10,688 | $(25,261) | | Net cash used in financing activities | $(151,610) | $(88,774) | | **Decrease in cash and cash equivalents** | **$(19,567)** | **$(5,849)** | - The company completed the sale of its Seeger business on February 1, 2020, yielding net cash proceeds of **$36.9 million** after transaction costs. The sale resulted in tax charges of **$4.2 million** and divestiture charges of **$2.4 million** in Q1 2020[15](index=15&type=chunk) - In response to the COVID-19 pandemic, the company initiated restructuring and workforce reduction actions, recording a pre-tax charge of **$18.2 million** in Q2 2020. These actions are expected to reduce the global workforce by approximately **8%**[99](index=99&type=chunk) - Annual impairment testing for goodwill and indefinite-lived intangible assets was performed in the second quarter of 2020, and no impairments were found[55](index=55&type=chunk)[57](index=57&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=29&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the significant 36.6% decline in Q2 2020 net sales to the COVID-19 pandemic, which caused a 32.1% drop in organic sales, impacting both Industrial and Aerospace segments [Results of Operations](index=30&type=section&id=Results%20of%20Operations) Net sales for Q2 2020 fell 36.6% to $235.5 million, with organic sales down 32.1%, driven by pandemic-related disruptions across global end markets Q2 2020 vs Q2 2019 Sales by Segment (in millions) | Segment | Q2 2020 Sales | Q2 2019 Sales | Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Industrial | $165.0 | $233.4 | $(68.4) | (29.3)% | | Aerospace | $70.5 | $138.3 | $(67.8) | (49.0)% | | **Total** | **$235.5** | **$371.7** | **$(136.1)** | **(36.6)%** | - The Industrial segment experienced an operating loss of **$0.3 million** in Q2 2020, a significant drop from a **$27.4 million** profit in Q2 2019, driven by lower organic sales and **$15.8 million** in restructuring charges[128](index=128&type=chunk) - The Aerospace segment's operating profit decreased **64.7%** to **$10.4 million** in Q2 2020. OEM backlog fell **30.7%** since year-end 2019 to **$555.2 million**, reflecting production cuts at major customers like Boeing and Airbus[133](index=133&type=chunk)[134](index=134&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains a solid liquidity position with $74.2 million in cash and access to its credit facility, while suspending share repurchases to preserve cash amidst the pandemic - Cash from operations was **$123.1 million** for the first half of 2020, an increase from **$108.2 million** in the prior year period, primarily due to better working capital management[155](index=155&type=chunk) - The company suspended its share repurchase program in Q2 2020 to preserve liquidity due to the COVID-19 pandemic. **0.4 million shares** were repurchased in Q1 2020 for **$15.6 million**[145](index=145&type=chunk) Debt Covenant Compliance as of June 30, 2020 | Covenant | Actual Ratio | Maximum/Minimum Allowed | | :--- | :--- | :--- | | Ratio of Consolidated Senior Debt to Consolidated EBITDA | 2.38x | 3.25x (Max) | | Ratio of Consolidated Total Debt to Consolidated EBITDA | 2.38x | 3.75x (Max) | | Ratio of Consolidated EBITDA to Consolidated Cash Interest Expense | 16.43x | 4.25x (Min) | [Critical Accounting Policies](index=39&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies include the annual impairment testing of goodwill and indefinite-lived intangible assets, with no impairments found in the Q2 2020 assessment - Management completed its annual goodwill impairment test in Q2 2020. While the fair value of the Automation reporting unit (Gimatic acquisition) exceeded its carrying value, the margin was less significant than for other units. No impairment was recorded[163](index=163&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The report refers to the company's Annual Report on Form 10-K for the year ended December 31, 2019, for a full discussion of its exposure to market risk - For discussion of the Company's exposure to market risk, readers are referred to the Annual Report on Form 10-K for the year ended December 31, 2019[169](index=169&type=chunk) [Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of the end of the quarter - Management concluded that the company's disclosure controls and procedures were effective as of June 30, 2020[170](index=170&type=chunk) - No changes in internal control over financial reporting occurred during Q2 2020 that materially affected, or are reasonably likely to materially affect, internal controls[171](index=171&type=chunk) [Part II. OTHER INFORMATION](index=42&type=section&id=Part%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=42&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to various legal proceedings in the ordinary course of business but does not expect the outcomes to have a material adverse effect on its financial position, cash flows, or results of operations - The company is involved in litigation from time to time but does not anticipate any material adverse effect from the outcome of current proceedings[173](index=173&type=chunk) [Risk Factors](index=42&type=section&id=Item%201A.%20Risk%20Factors) A material risk factor has been added concerning the COVID-19 pandemic, which has negatively impacted the global economy and the company's operations and financial performance, particularly in the air travel and aviation industries - The company has identified the COVID-19 pandemic as a new material risk factor, citing its adverse impact on the global economy, supply chains, and financial markets[175](index=175&type=chunk)[176](index=176&type=chunk) - The pandemic has had a material impact on the air travel and aviation industries, affecting major customers like General Electric and posing a significant risk to the Aerospace business's results[177](index=177&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company did not repurchase any shares under its publicly announced repurchase program during Q2 2020, suspending it to preserve liquidity amid the COVID-19 pandemic - The Board of Directors authorized a total of **5.0 million shares** for repurchase under the program. As of June 30, 2020, approximately **3.7 million shares** may yet be purchased[182](index=182&type=chunk)[183](index=183&type=chunk) - No shares were repurchased as part of the publicly announced plan in the second quarter (April-June 2020). Share repurchase activity was suspended due to the COVID-19 pandemic[145](index=145&type=chunk)[182](index=182&type=chunk) [Exhibits](index=44&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including officer certifications (Sarbanes-Oxley Act Sections 302 and 906), a letter regarding unaudited interim financial information, and XBRL data files