UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
x |
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 30,
2014
OR
o |
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from
to
Commission file number 1-4801
A. |
Full title of the plan and the address of the plan, if different from that of the issuer named below: |
BARNES GROUP INC. RETIREMENT SAVINGS
PLAN
B. |
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
Barnes Group Inc.
123 Main Street
Bristol, Connecticut 06010
Financial Statements and Supplemental
Information
Barnes Group Inc. Retirement
Savings Plan
Years ended December 30, 2014 and
2013
with Report of Independent Registered
Public Accounting Firm
Barnes Group Inc. Retirement Savings Plan
Financial Statements and Supplemental Information
Years ended December 30, 2014 and 2013
Contents
Report of Independent Registered Public Accounting Firm |
1 |
|
|
Financial Statements |
|
Statements of Net Assets Available for Benefits |
3 |
Statements of Changes in Net Assets Available for Benefits |
4 |
Notes to Financial Statements |
5 |
|
|
Supplemental Information |
|
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 30, 2014 |
18 |
Schedule H, Line 4(j) - Schedule of Reportable Transactions
|
19 |
[LOGO]
Report of Independent Registered Public Accounting
Firm
To the Benefits Committee of the
Barnes Group Inc. Retirement Savings Plan
Bristol, Connecticut
We have audited the accompanying statements
of net assets available for benefits of the Barnes Group Inc. Retirement Savings Plan (the Plan) as of December 30, 2014 and 2013,
and the related statements of changes in net assets available for benefits for the years then ended. These financial statements
are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 30, 2014 and
2013, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally
accepted in the United States of America.
300
Winding Brook Drive. Glastonbury, CT 06033 P: 860.657.3651 F: 860.657.3657 W: fmlcpas.com
Report of Independent Registered Public Accounting
Firm (continued)
The supplemental information in the accompanying
schedules of assets (held at end of year) as of December 30, 2014, and reportable transactions for the year then ended have been
subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The
supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether
the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable,
and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In
forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and
content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material
respects, in relation to the financial statements as a whole.
/s/ Fiondella, Milone & LaSaracina LLP
Glastonbury, Connecticut
June 9, 2015
Barnes Group Inc. Retirement Savings Plan |
| |
| |
|
Statements of Net Assets Available for Benefits |
| |
| |
|
| |
December 30, |
| |
2014 | |
2013 |
Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 2,073,387 | | |
$ | 3,387,682 | |
| |
| | | |
| | |
Investments at fair value: | |
| | | |
| | |
Mutual funds | |
| 149,348,997 | | |
| 129,534,749 | |
Managed income portfolio fund | |
| 45,010,705 | | |
| 52,266,585 | |
Barnes Group Inc. common stock | |
| 68,556,092 | | |
| 71,767,272 | |
Total investments at fair value | |
| 262,915,794 | | |
| 253,568,606 | |
| |
| | | |
| | |
Receivables: | |
| | | |
| | |
Notes receivable from participants | |
| 4,513,694 | | |
| 4,314,263 | |
Employer profit sharing contributions | |
| 3,345,829 | | |
| 2,711,335 | |
Employer contributions | |
| 629,576 | | |
| 109,973 | |
Participant contributions | |
| 74,241 | | |
| 61,530 | |
Total receivables | |
| 8,563,340 | | |
| 7,197,101 | |
| |
| | | |
| | |
Net assets reflecting all investments at fair value | |
| 273,552,521 | | |
| 264,153,389 | |
| |
| | | |
| | |
Adjustments from fair value to contract value for fully | |
| | | |
| | |
benefit-responsive investment contracts | |
| (647,816 | ) | |
| (735,725 | ) |
| |
| | | |
| | |
Net assets available for benefits | |
$ | 272,904,705 | | |
$ | 263,417,664 | |
| |
| | | |
| | |
See accompanying notes. | |
| | | |
| | |
Barnes Group Inc. Retirement Savings Plan |
| |
| |
|
Statements of Changes in Net Assets Available for Benefits |
| |
| |
|
| |
Year Ended December 30, |
| |
2014 | |
2013 |
Additions | |
| |
|
Investment income: | |
| | | |
| | |
Interest and dividend income | |
$ | 12,242,774 | | |
$ | 5,386,623 | |
Net appreciation in fair value of investments | |
| — | | |
| 62,059,889 | |
Total investment income | |
| 12,242,774 | | |
| 67,446,512 | |
| |
| | | |
| | |
Contributions: | |
| | | |
| | |
Employer match | |
| 3,240,639 | | |
| 2,838,843 | |
Participant and rollover | |
| 8,556,336 | | |
| 8,351,647 | |
Profit sharing | |
| 3,346,979 | | |
| 2,711,353 | |
Total contributions | |
| 15,143,954 | | |
| 13,901,843 | |
| |
| | | |
| | |
Other income: | |
| | | |
| | |
Interest on notes receivable from participants | |
| 168,334 | | |
| 195,854 | |
Total additions | |
| 27,555,062 | | |
| 81,544,209 | |
| |
| | | |
| | |
Deductions | |
| | | |
| | |
Net depreciation in fair value of investments | |
| 2,232,717 | | |
| — | |
Benefit payments | |
| 33,416,602 | | |
| 70,057,021 | |
Administrative expenses | |
| 135,629 | | |
| 99,196 | |
Total deductions | |
| 35,784,948 | | |
| 70,156,217 | |
| |
| | | |
| | |
Net (decrease) increase in assets before transfers | |
| (8,229,886 | ) | |
| 11,387,992 | |
| |
| | | |
| | |
Transfers in from: | |
| | | |
| | |
Synventive Molding Solutions Savings Plan | |
| 17,416,576 | | |
| — | |
Manner USA, Inc. 401(k) Plan | |
| 300,351 | | |
| — | |
Total transfers in | |
| 17,716,927 | | |
| — | |
| |
| | | |
| | |
Net increase in net assets available for benefits | |
| 9,487,041 | | |
| 11,387,992 | |
| |
| | | |
| | |
Net assets available for benefits: | |
| | | |
| | |
Beginning of year | |
| 263,417,664 | | |
| 252,029,672 | |
| |
| | | |
| | |
End of year | |
$ | 272,904,705 | | |
$ | 263,417,664 | |
| |
| | | |
| | |
See accompanying notes. | |
| | | |
| | |
Barnes Group Inc. Retirement
Savings Plan
Notes to Financial Statements
1. Description of Plan
The following description of the Barnes Group
Inc. (the Company) Retirement Savings Plan (the Plan) provides only general information. Participants should refer to the Plan
document for a more complete description on the Plan’s provisions.
General
The Plan is a defined contribution plan. Full-time
salaried and non-union hourly United States employees of the Company are eligible to participate in the Plan. Members of collective
bargaining units are not eligible to participate. Eligible employees may participate in the Plan on the first day of the month
that follows or is coincident with their date of hire. All newly eligible employees are automatically enrolled in the Plan sixty
days following their date of hire.
The Company closed its U.S. salaried defined
benefit pension plan to employees hired on or after January 1, 2013 with no impact to the benefits of existing participants. The
Retirement Savings Plan was therefore amended and restated effective January 1, 2013 to incorporate a new retirement contribution
for certain eligible participating division employees. Each participating division employee hired, rehired or reclassified by the
Company from an ineligible to eligible participation category under the Plan on or after January 1, 2013 will be eligible to receive
a Company contribution equal to 4% of their Plan compensation for each Plan year.
In August 2012, the Company completed the acquisition
of Synventive Molding Solutions (Synventive). On January 1, 2014 the assets earlier held by the Synventive Molding Solutions Savings
Plan were merged into the Plan resulting in a participant balance transfer of $17,416,576. As of January 1, 2014, Synventive employees
were eligible to enroll in the Plan, subject to the eligibility requirements of the Plan.
In October 2013, the Company completed the
acquisition of the Manner business. On July 1, 2014, the Manner USA, Inc. 401(k) Plan assets were merged into the Plan resulting
in a participant balance transfer of $300,351. As of July 1, 2014, Manner employees were eligible to enroll in the Plan, subject
to the eligibility requirements of the Plan.
Participant Accounts
Each participant’s account is credited
with (1) the participant’s contribution and allocations of (2) the Company’s contributions, if any, and (3) Plan earnings,
and is charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances,
as defined. Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions
and offset administrative expenses of the Plan. The benefit to which a participant is entitled is the benefit that can be provided
from the participant’s account.
Barnes Group Inc. Retirement
Savings Plan
Notes to Financial Statements
(continued)
1. Description of Plan (continued)
Investment Options
All investment programs are fully participant-directed.
Participants may direct the investment of their contributions, the Company’s discretionary matching contributions, retirement
contributions, and profit sharing contributions, if any, into any of the Plan’s available investment options.
Contributions
Subject to certain restrictions which may be
applied to highly-compensated employees, participants may elect to make contributions to the Plan through payroll deductions of
between 1% and 75% (in whole percentages) of their Plan compensation. In accordance with the Internal Revenue Code, participant
pre-tax contributions could not exceed $17,500 in 2014 and 2013, with the exception of certain allowable catch-up contributions
for participants over the age of 49. Such contributions may be made on a pre-tax or after-tax basis. After-tax contributions are
not subject to matching Company contributions and the combined pre-tax and after-tax deduction cannot exceed 75% of Plan compensation
(the after-tax portion of which cannot exceed 10% of Plan compensation). A participant may also elect to increase or reduce the
amount of contributions at any time.
All profit sharing contributions are made by
the Company. For all participating divisions, a minimum contribution is equal to 3.5% of each eligible employee’s paid compensation
which includes base wages, overtime, shift differential and commissions. Profit sharing contributions for the years ended December
30, 2014 and 2013 were $3,346,979 and $2,711,353, respectively.
The Company match is equal in value to 50%
of the participants’ pre-tax contribution up to 6% of their Plan compensation and may be invested in any of the Plan’s
investment alternatives. The Company matching contributions for the years ended December 30, 2014 and 2013 were $2,639,218 and
$2,752,249, respectively.
All retirement contributions are made by the
Company. For all participating employees, a contribution equal to 4% of each employee’s eligible compensation which includes
base wages, overtime, shift differential and commissions. Retirement contributions for the years ended December 30, 2014 and 2013
were $601,421 and $86,594, respectively.
Barnes
Group Inc. Retirement Savings Plan
Notes to Financial Statements
(continued)
1. Description of Plan (continued)
Benefits
Upon a participant’s separation from
service due to termination, death, disability or retirement, benefits may be distributed to him or her or his or her beneficiary
(in the event of death) in a single lump-sum amount equal to the vested value of his or her account. Active participants may also
withdraw funds from their accounts due to age or under certain hardship conditions.
Notes Receivable from Participants
Notes receivable from participants represent
participant loans that are recorded at their unpaid principal balance plus any accrued but unpaid interest. Interest income on
notes receivable from participants is recorded when it is earned. No allowances for credit losses have been recorded as of December
30, 2014 and 2013. If a participant ceases to make loan repayments and the Plan administrator deems the participant loan to be
a distribution, the participant loan balance is reduced and a benefit payment is recorded.
Participants may borrow from their fund accounts
a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance, not including the profit
sharing portion or the incremental discretionary retirement Company contribution of 4%. Loan transactions are treated as a transfer
to (from) the investment fund from (to) the participant loans fund. Personal loan terms can be up to five years. The loans are
collateralized by the balance in the participant’s account and bear a reasonable rate of interest as established by the Benefits
Committee in a nondiscriminatory manner.
Vesting
A participant is 100% vested in the Company
match following two completed years of service with the Company. Participants are always 100% vested with respect to their own
contributions plus actual earnings thereon. In addition, Company matching contributions become 100% vested upon death, permanent
disability or when the participant reaches age 55. Profit sharing or 4% defined contribution accounts become 100% vested upon death,
permanent disability or when the participant reaches age 65.
Barnes Group Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
1. Description of Plan (continued)
Vesting (continued)
Profit sharing vesting is as follows:
(1) For employees of participating divisions
other than Bowman U.S.:
Period of Service |
Vested and Nonforfeitable Percentage |
|
|
Less than 1 year |
0% |
1 but less than 2 years |
20% |
2 but less than 3 years |
40% |
3 but less than 4 years |
60% |
4 but less than 5 years |
80% |
5 or more years |
100% |
(2) For former employees
of Bowman U.S.:
Period of Service |
Vested and Nonforfeitable Percentage |
|
|
Less than 5 years |
0% |
5 or more years |
100% |
Retirement contribution vesting is as follows:
Period of Service |
Vested and Nonforfeitable Percentage |
|
|
Less than 1 year |
0% |
1 but less than 2 years |
20% |
2 but less than 3 years |
40% |
3 but less than 4 years |
60% |
4 but less than 5 years |
80% |
5 or more years |
100% |
Barnes Group Inc. Retirement
Savings Plan
Notes to Financial Statements
(continued)
1. Description of Plan (continued)
Vesting (continued)
The Company completed the sale of Barnes Distribution
North America (BDNA) to MSC Industrial Direct Co., Inc. on April 22, 2013. Certain Plan participants that were employed at BDNA
were terminated in conjunction with the sale and became fully vested in their retirement accounts.
Trustee
Fidelity Management Trust Company (Fidelity)
is the trustee for all Plan assets. The Benefits Committee, appointed by the Board of Directors of the Company, is responsible
for the general administration of the Plan.
Plan Termination
The Company presently intends to continue the
Plan indefinitely; however, the Company’s Board of Directors may terminate the Plan at any time. Upon termination of the
Plan, all participants become fully vested in all Company contributions and earnings credited to their accounts as of the date
of such termination.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements have been prepared
on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America
(GAAP), and is in accordance with the rules and regulations of ERISA.
Use of Estimates
The preparation of financial statements in
conformity with GAAP requires management to make estimates that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates.
Barnes Group Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
(continued)
Risks and Uncertainties
The Plan provides for various investment options
in mutual funds, a managed income portfolio fund and Barnes Group Inc. common stock. These investments are exposed to various risks,
such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at
least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes
could materially affect participants’ account balances and the amounts reported in the statements of net assets available
for benefits.
Investment Valuation and Income Recognition
The Plan’s mutual funds are stated at
fair value, which is based on quoted market prices in an active market. The market value of mutual funds is based on the net asset
value of shares held by the Plan at year-end. Purchases and sales of securities are recorded on a trade-date basis. Interest and
dividend income is recorded on the accrual basis.
The Plan’s investment in a managed income
portfolio fund (the Fidelity Managed Income Portfolio II) is accounted for in accordance with Financial Accounting Standards Board
(FASB) Accounting Standards Codification (ASC) 962, Plan Accounting - Defined Contribution Pension Plans (ASC 962), which
discusses the accounting treatment for fully benefit-responsive investment contracts. As described in ASC 962, investment contracts
held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement
attribute for that portion of net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions
under the terms of the Plan. As required by ASC 962, the accompanying statements of net assets available for benefits present the
fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair
value to contract value.
At December 30, 2014 and 2013, the adjustment
from fair value to contract value for the fully benefit-responsive investment contracts was determined by the Plan sponsor by calculating
the Plan’s proportional share of the adjustment listed in the fund’s audited financial statements. Contract value represents
contributions made under the contract, plus earnings, less participant withdrawals and administrator expenses. Participants may
ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
The fair value of investments in the Company’s
common stock is based upon quoted market prices.
Barnes Group Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
(continued)
Investment Valuation and Income Recognition
(continued)
The Plan presents, in the statements of changes
in net assets available for benefits, the net appreciation (depreciation) in the fair value of investments, which consists of the
realized and unrealized gains or losses on those investments.
Fair Value of Investments
The Plan follows FASB ASC 820, Fair Value
Measurements and Disclosures (ASC 820), for all financial assets and liabilities and nonfinancial assets and liabilities that
are recognized or disclosed at fair value in the financial statements on a recurring basis. ASC 820 defines fair value, establishes
a fair value hierarchy, and expands disclosures about fair value measurements.
ASC 820 defines fair value as the price
that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants
at the measurement date and in the principal or most advantageous market for that asset or liability.
The fair value should be calculated based
on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity.
In addition, the fair value of liabilities should include consideration of non-performance risk including the Plan’s own
credit risk.
In addition to defining fair value, ASC 820
expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy
prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the
market. Each fair value measurement is reported in one of three levels which are determined by the lowest level input that
is significant to the fair value measurement in its entirety.
These levels are:
Level 1 - Inputs are based upon unadjusted
quoted prices for identical instruments traded in active markets.
Level 2 - Inputs are based upon quoted
prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active,
and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated
by observable market data for substantially the full term of the assets or liabilities.
Barnes Group Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies
(continued)
Fair Value of Investments (continued)
Level 3 - Inputs are generally unobservable
and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability.
The fair values are therefore determined using model-based valuation techniques that include option pricing models, discounted
cash flow models, and similar techniques.
Payment of Benefits
Benefits are recorded when paid.
Administrative Expenses
The Plan provides that all expenses incurred
in administering the Plan may be paid by the Plan or the Company. During 2014 and 2013, the Company elected to pay for all Plan
administrative expenses other than loan origination fees and redemption charges on certain funds.
Contributions
Employee contributions are recorded in the
period in which the employee payroll deductions are made.
Reclassifications
Certain reclassifications have been made to
the 2013 financial statement presentation to conform to the 2014 presentation; however these reclassifications had no impact or
change on the previously reported change in net assets available for benefits.
3. Investments
The Plan has investments in Barnes Group Inc.
common stock, Fidelity mutual funds and a managed income portfolio fund.
Barnes Group Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The following investments represent 5% or more
of the Plan’s net assets:
| |
December 30, |
| |
2014 | |
2013 |
Barnes Group Inc. common stock | |
$ | 68,556,092 | | |
$ | 71,767,272 | |
Fidelity Managed Income Portfolio II | |
| 45,010,705 | | |
| 52,266,585 | |
Fidelity Freedom K 2020 Fund | |
| 31,412,167 | | |
| 29,304,233 | |
Fidelity Blue Chip Growth Fund | |
| 21,599,749 | | |
| 16,721,038 | |
Fidelity Freedom K 2030 Fund | |
| 18,625,102 | | |
| 14,173,917 | |
The Plan’s investments (including gains
and losses on investments bought and sold, as well as held during the year) (depreciated) appreciated in value as follows:
| |
December 30, |
| |
2014 | |
2013 |
| |
| |
|
Barnes Group Inc. common stock | |
$ | (2,006,482 | ) | |
$ | 39,917,319 | |
Mutual funds | |
| (226,235 | ) | |
| 22,142,570 | |
| |
$ | (2,232,717 | ) | |
$ | 62,059,889 | |
4. Fair Value Measurements
The following table summarizes the fair values
and levels within the fair value hierarchy in which the fair value measurements fall for assets measured on a recurring basis as
of December 30, 2014:
Description | |
Level 1 | |
Level 2 | |
Level 3 | |
Total |
| |
| | | |
| | | |
| | | |
| | |
Investments: | |
| | | |
| | | |
| | | |
| | |
Mutual funds | |
$ | 149,348,997 | | |
$ | — | | |
$ | — | | |
$ | 149,348,997 | |
Managed income portfolio fund | |
| — | | |
| 45,010,705 | | |
| — | | |
| 45,010,705 | |
Barnes Group Inc. common stock | |
| 68,556,092 | | |
| — | | |
| — | | |
| 68,556,092 | |
Total investments | |
$ | 217,905,089 | | |
$ | 45,010,705 | | |
$ | — | | |
$ | 262,915,794 | |
Barnes Group Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
4. Fair Value Measurements (continued)
The following table summarizes the fair values
and levels within the fair value hierarchy in which the fair value measurements fall for assets measured on a recurring basis as
of December 30, 2013:
Description | |
Level 1 | |
Level 2 | |
Level 3 | |
Total |
| |
| | | |
| | | |
| | | |
| | |
Investments: | |
| | | |
| | | |
| | | |
| | |
Mutual funds | |
$ | 129,534,749 | | |
$ | — | | |
$ | — | | |
$ | 129,534,749 | |
Managed income portfolio fund | |
| — | | |
| 52,266,585 | | |
| — | | |
| 52,266,585 | |
Barnes Group Inc. common stock | |
| 71,767,272 | | |
| — | | |
| — | | |
| 71,767,272 | |
Total investments | |
$ | 201,302,021 | | |
$ | 52,266,585 | | |
$ | — | | |
$ | 253,568,606 | |
5. Managed Income Portfolio Fund
The Plan maintains a managed income portfolio
fund with Fidelity. The fund is included in the statements of net assets available for benefits at fair value. The adjustment from
fair value to contract value for the fund is based on the contract value as reported to the Plan by Fidelity. Contract value represents
contributions made, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct
the withdrawal or transfer of all or a portion of their investment at contract value.
The fair value and contract value of the managed
income portfolio fund at December 30, 2014 was $45,010,705 and $44,362,889, respectively. The fair value and contract value of
the managed income portfolio fund at December 30, 2013 was $52,266,585 and $51,530,860, respectively. The average yield and crediting
rates for 2014 were 1.70% and 1.38%, respectively. The average yield and crediting rates for 2013 were 1.59% and 1.14%, respectively.
6. Notes Receivable from Participants
Participants
may elect to take loans from their accumulated vested account balances in the Plan subject to certain limitations. The loans are
withdrawn from the participants’ fund balances based upon the percentages in which they were invested and in a sequence as
prescribed by the Plan. Interest is charged on the loans at a rate determined quarterly at prime as published in Thomson Reuters
plus one half of one percent (interest rates on outstanding loans at December 30, 2014 ranged from 3.75% to 9.50%). Interest charges
commence sixty days subsequent to the initial loan date.
Barnes Group Inc. Retirement
Savings Plan
Notes to Financial Statements
(continued)
6. Notes Receivable from Participants (continued)
Loan repayments are made in equal periodic
installments for a period not to exceed five years and are invested on the participant’s behalf in the investment funds per
the participant’s investment elections. As of December 30, 2014 and 2013, there were 466 and 474 participants with loans
outstanding, respectively.
7. Benefit Payments and Forfeitures
During 2014
and 2013, benefit payments amounted to $33,416,602 and $70,057,021, respectively.
If a participant
terminates his employment with the Company, the portion of Company contributions not vested is forfeited. Such forfeitures amounted
to $375,335 and $280,201 in 2014 and 2013, respectively. The amount of forfeitures used to reduce Company contributions and Plan
expenses were $374,822 and $187,506 in 2014 and 2013, respectively. Unallocated forfeitures at December 30, 2014 and 2013 were
$419,019 and $383,265, respectively. Profit sharing forfeitures are reallocated as Company contributions.
8. Federal Income Tax Status
The U.S. Treasury Department has determined,
most recently as of September 17, 2013, that the Plan as originally adopted and amended through January 1, 2013 is a qualified
plan under the applicable provisions of the Internal Revenue Code and, as such, is exempt from Federal income taxes. Therefore,
no provision for income taxes has been included in the Plan’s financial statements.
Employees are not taxed currently on Company
contributions to the Plan, contributions made under the salary deferral provisions of the Plan, or on income earned by the Plan.
However, employees are currently taxed on any after-tax contributions. Internal Revenue Service and applicable state regulations
in effect in the year participant distributions are made determine the tax status of such distributions. The Plan is subject to
routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator
believes it is no longer subject to income tax examinations for years prior to 2011.
9. Exempt Party-In-Interest
In 2014,
the Plan purchased on the open market 681,457 shares of Barnes Group Inc. common stock at a cost of $24,906,668. The Plan also
sold on the open market 662,300 shares at a market value of $23,994,787. The Plan received no shares as matching contributions
from the Company.
Barnes Group Inc. Retirement Savings Plan
Notes to Financial Statements (continued)
9. Exempt Party-In-Interest (continued)
In 2013,
the Plan purchased on the open market 537,757 shares of Barnes Group Inc. common stock at a cost of $16,818,748. The Plan also
sold on the open market 1,620,556 shares at a market value of $48,030,050. The Plan received no shares as matching contributions
from the Company.
The Plan owned 1,840,432 shares of Barnes Group
Inc. common stock or approximately 3% of the outstanding common shares of the Company at December 30, 2014. The Plan owned 1,880,201
shares of Barnes Group Inc. common stock or approximately 3% of the outstanding common shares of the Company at December 30, 2013.
Certain Plan investments are shares of registered
investment companies managed by the Trustee. Therefore, these transactions qualify as exempt party-in-interest transactions. Fees
paid by the Plan for the investment management services amounted to $135,629 and $99,196 for the years ended December 30, 2014
and 2013, respectively.
10. Reconciliation of Financial Statements
to Form 5500
The following is a reconciliation of net assets
available for benefits per the financial statements to Form 5500 as of December 30:
| |
2014 | |
2013 |
Net assets available for benefits per the financial statements | |
$ | 272,904,705 | | |
$ | 263,417,664 | |
Deemed defaulted loans | |
| (51,208 | ) | |
| (33,778 | ) |
Adjustments from contract value to fair value for fully benefit-responsive investment contracts | |
| 647,816 | | |
| 735,725 | |
| |
| | | |
| | |
Net assets available for benefits per Form 5500 | |
$ | 273,501,313 | | |
$ | 264,119,611 | |
The following is a reconciliation of the net
change in net assets available for benefits per the financial statements to Form 5500 as of and for the years ended December 30:
| |
2014 | |
2013 |
Total net change per the financial statements | |
$ | 9,487,041 | | |
$ | 11,387,992 | |
Change in deemed defaulted loans | |
| (17,430 | ) | |
| 104,205 | |
Change in adjustments from contract value to fair value for fully benefit-responsive investment contracts | |
| (87,909 | ) | |
| (664,507 | ) |
Change in other receivable | |
| — | | |
| 403 | |
| |
| | | |
| | |
Total net change per Form 5500 | |
$ | 9,381,702 | | |
$ | 10,828,093 | |
Supplemental Information
Barnes Group Inc. Retirement Savings Plan |
EIN #06-0247840 Plan #012 |
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) |
|
December 30, 2014 |
|
|
|
|
|
|
(a) |
(b) Identity of Issue, Borrower,
Lessor or Similar Party |
(c) Description of Investment, including Maturity Date, Rate of Interest, Par or Maturity Value |
(d) Cost |
Number of Units/Shares |
(e) Current
Value |
* |
Fidelity Management Trust Company |
Fidelity Equity - Income K Fund |
$ 9,039,386 |
188,207 |
$ 11,267,977 |
* |
Fidelity Management Trust Company |
Fidelity Spartan 500 Index Fund |
6,634,074 |
116,776 |
8,595,881 |
* |
Fidelity Management Trust Company |
Fidelity Blue Chip Growth Fund |
16,037,360 |
313,631 |
21,599,749 |
|
Eaton Vance |
Eaton Vance Parametric Structured Emerging Markets Fund |
1,306,119 |
90,376 |
1,267,071 |
* |
Fidelity Management Trust Company |
Fidelity Stock Selector Small Cap Fund |
7,476,062 |
383,010 |
9,510,133 |
* |
Fidelity Management Trust Company |
Fidelity Diversified International Fund |
10,474,387 |
330,477 |
11,417,967 |
* |
Fidelity Management Trust Company |
Fidelity Freedom K Income Fund |
1,981,609 |
172,631 |
2,045,673 |
* |
Fidelity Management Trust Company |
Fidelity Freedom K 2010 Fund |
4,615,511 |
368,903 |
4,884,280 |
* |
Fidelity Management Trust Company |
Fidelity Freedom K 2020 Fund |
28,440,864 |
2,196,655 |
31,412,167 |
* |
Fidelity Management Trust Company |
Fidelity Freedom K 2030 Fund |
16,837,325 |
1,220,518 |
18,625,102 |
* |
Fidelity Management Trust Company |
Fidelity Freedom K 2040 Fund |
8,416,182 |
591,022 |
9,308,596 |
* |
Fidelity Management Trust Company |
Fidelity Freedom K 2050 Fund |
4,172,568 |
280,667 |
4,566,456 |
|
Dreyfus |
Dreyfus Bond Market Index Fund |
4,843,449 |
455,288 |
4,803,291 |
|
Munder |
Munder Mid Cap Core GR Y |
4,445,126 |
131,007 |
5,630,668 |
* |
Fidelity Management Trust Company |
Fidelity Spartan Extended Market Index |
3,634,074 |
79,403 |
4,413,986 |
|
Total mutual funds |
|
|
|
149,348,997 |
|
|
|
|
|
|
* |
Fidelity Management Trust Company |
Fidelity Managed Income Portfolio II |
44,362,889 |
44,362,889 |
45,010,705 |
|
|
|
|
|
|
* |
Barnes Group Inc. |
Common stock |
49,106,146 |
1,840,432 |
68,556,092 |
|
|
|
|
|
|
* |
Fidelity Management Trust Company |
Cash and cash equivalents |
2,073,387 |
- |
2,073,387 |
|
|
|
|
|
|
* |
Notes receivable from participants |
Interest rates ranging from 3.75% - 9.50%, with maturity dates ranging from December 2014 to December 2019 |
- |
- |
4,513,694 |
|
Total assets (held at end of year) |
|
|
|
$ 269,502,875 |
|
|
|
|
|
|
|
* Party-in-interest |
|
|
|
|
Barnes Group Inc. Retirement
Savings Plan
EIN #06-0247840, Plan #012
Form 5500, Schedule H, Part IV, Line 4(j) -
Schedule of Reportable Transactions
As of December 30, 2014
(a) |
(b) |
(c) |
(e) |
(g) |
(h) |
(i) |
Identity of Party Involved |
Description of Assets |
Number of Purchases |
Purchase Price |
Number of Sales |
Selling Price |
Cost of Asset |
Current Value of Asset on Transaction Date |
Net Gain/(Loss) |
|
|
|
|
|
|
|
|
Category
(iii) - Series of transactions in excess of 5% of Plan assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
* Fidelity Management Trust Company |
MIP II CL 1 |
218 |
$16,031,692 |
- |
- |
- |
$16,031,692 |
$ - |
* Fidelity Management Trust Company |
MIP II CL 1 |
- |
- |
218 |
$18,852,038 |
$18,852,038 |
$18,852,038 |
$ - |
*Party-in-Interest
There were no category (i), (ii) or (iv) reportable transactions
Columns for "Lease Rental" and "Expenses Incurred
with Transactions" are not applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Benefits Committee of the Board of Directors of Barnes Group Inc. has duly caused this annual report to be signed
on its behalf by the undersigned hereunto duly authorized.
|
|
Barnes Group Inc. |
|
|
Retirement Savings Plan |
|
|
(Registrant) |
|
|
|
Date: June 9, 2015 |
By: |
/s/ DAWN N. EDWARDS |
|
|
Dawn N. Edwards |
|
|
Member of the Benefits Committee of Barnes Group Inc. |
EXHIBIT INDEX
Exhibit No. |
|
Description |
|
|
23.1 |
|
Consent of Independent Registered Public Accounting Firm. |
|
|
Exhibit 23.1
[LOGO]
Consent of Independent Registered Public Accounting
Firm
We hereby consent to the incorporation by reference
in the Registration Statement on Form S-8 (No. 333-179643) of Barnes Group Inc. of our report dated June 9, 2015 relating to the
financial statements of the Barnes Group Inc. Retirement Savings Plan, appearing in this Form 11-K for the years ended December
30, 2014 and 2013.
/s/ Fiondella, Milone & LaSarcina LLP
Fiondella, Milone & LaSaracina LLP
Glastonbury, Connecticut
June 9, 2015
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