United States securities and exchange commission logo
April 14, 2022
Julie K. Streich
Chief Financial Officer and Interim Chief Executive Officer
Barnes Group, Inc.
123 Main Street
Bristol, Connecticut 06010
Re: Barnes Group, Inc.
Form 10-K for the
fiscal year ended December 31, 2021
Filed February 22,
2022
Form 8-K
Filed February 18,
2022
File No. 001-04801
Dear Ms. Streich:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Management's Discussion and Analysis of Financial Condition and Results
of Operations, page
22
1. We note that your
discussion within MD&A discusses the financial condition, changes in
financial condition,
and results of operations for the years ended December 31, 2021 and
December 31, 2020. We
also note that Instruction (b)(1) of Item 303 of Regulation S-K
allows you to omit the
discussion related to the earliest of the three years presented in
your filing (i.e. year
ended December 31, 2019) if such discussion was already included in
a prior filing, however
your disclosure must include a statement that identifies the location
in the prior filing
where the omitted discussion may be found. Please revise your MD&A
section to include such
a statement.
Julie K. Streich
Barnes Group, Inc.
April 14, 2022
Page 2
Results of Operations, page 23
2. We note your disclosure of gross profit on page 24 of MD&A, however it
is unclear
whether this subtotal includes depreciation and amortization expenses.
Please tell us if
your cost of sales line item includes depreciation and amortization
expense, or if it is
included in the line item "selling and administrative expenses."
Please note that in
accordance with Rule 5-03(b)(2) of Regulation S-X and SAB Topic 11:B,
measures titled
"gross profit" should include charges for depreciation and
amortization. Please revise
accordingly.
Form 8-K furnished February 18, 2022
Exhibit 99.1 Earnings Release, page 4
3. We note that your 2022 Full Year Outlook section presents forward
looking non-GAAP
measures such as Adjusted EPS and Adjusted Operating Margin, without
providing the
reconciliation to the most comparable GAAP financial measure, or a
statement that
providing such a reconciliation requires unreasonable efforts. Refer
to Item 10(e)(1)(i)(B)
of Regulation S-K and the guidance in Question 102.10 of the
Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures and revise your future
filings to
provide the required information.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Beverly Singleton at (202) 551-3328 or Claire Erlanger at
(202) 551-
3301 with any questions.
FirstName LastNameJulie K. Streich Sincerely,
Comapany NameBarnes Group, Inc.
Division of
Corporation Finance
April 14, 2022 Page 2 Office of
Manufacturing
FirstName LastName