8-K

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): May 9, 2007

BARNES GROUP INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-04801	06-0247840
(Commission File Number)	(I.R.S. Employer Identification No.)
123 Main Street, Bristol, Connecticut	06011-0489
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02

Results of Operations and Financial Condition. On May 9, 2007, Barnes Group Inc. issued a press release announcing the financial results of operations for the first quarter ended March 31, 2007. 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 May 9, 2007, announcing the financial results of operations for the first quarter ended March 31, 2007.

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:  May 9, 2007	BARNES GROUP INC.
	(Registrant)
	By: /s/    WILLIAM C. DENNINGER
	William C. Denninger      Senior Vice President and      Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Document Description
99.1	Press Release, dated May 9, 2007

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EX-99.1

Barnes Group Inc.	Exhibit 99.1
Corporate Office
Bristol, CT 06010
Tel: (860) 583-7070

       

Brian D. Koppy

Investor Relations

(860) 973-2126

Stephen J. McKelvey

Corporate Communications

(860) 973-2132

BARNES GROUP INC. ANNOUNCES RECORD

FIRST QUARTER 2007 FINANCIAL RESULTS

- Net sales rise 20 percent to a record $361 million

- Net income rises 50 percent; diluted EPS of $0.50, up 39 percent

- Full-year 2007 estimated net income per diluted share raised to $1.74 - $1.83

Bristol, Connecticut, May 9, 2007---Barnes Group Inc. (NYSE: B) today announced financial results for the quarter ended March 31, 2007. Net sales for the first quarter were $360.7 million, up 20 percent from $299.9 million in the first quarter of 2006. Operating income grew 54 percent to $43.2 million in the first quarter of 2007, from $28.1 million in the first quarter of the prior year. Net income increased 50 percent to $27.7 million, or $0.50 per diluted share, in the first quarter of 2007 compared to $18.5 million, or $0.36 per diluted share, in the same period last year.

“Barnes Group’s first quarter results included double-digit top line growth, with sales in excess of $360 million and corresponding increases in operating income and net income,” said Gregory F. Milzcik, President and Chief Executive Officer, Barnes Group Inc. “The continued consistent performance of Barnes Group, with 17 quarters of double-digit sales growth, combined with the momentum of our operational improvement initiatives provide us with greater confidence in our outlook for 2007.”

“First quarter performance exceeded our expectations with strong revenue growth and improved profitability. We are increasing our full-year estimate of diluted earnings per share to $1.74 - $1.83, from the previous estimate of $1.53 - $1.60, based on current market conditions,” said William C. Denninger, Senior Vice President, Finance and Chief Financial Officer.

Sales at Barnes Aerospace were $91.2 million in the first quarter 2007, up 36 percent from $66.9 million in the same period a year ago as original equipment manufacturer (OEM) sales increased by 26 percent and aftermarket sales increased by 63 percent.

Barnes Aerospace generated orders of $103.7 million in the first quarter, up 43 percent from $72.5 million in the first quarter 2006. Commercial orders were $64.0 million and military orders were $10.2 million, up 49 percent and 15 percent, respectively. Order backlog was $415.6 million at the end of the first quarter 2007, up 3 percent from $403.0 million at December 31, 2006.

In the first quarter 2007, operating profit increased 97 percent to $16.8 million, up from $8.5 million in the first quarter 2006. Driving this strong increase in operating profit were higher sales volume and an increased percentage of higher margin aftermarket sales.

“Strong growth in the OEM and aftermarket business continues to generate record sales and operating profit for Barnes Aerospace,” said Patrick J. Dempsey, President, Barnes Aerospace. “To capitalize on strong industry fundamentals, we are increasing capacity to meet customer demand through on-going operational efficiencies and strategic capital investments.”

Sales at Barnes Distribution were $152.5 million in the first quarter 2007, up 23 percent from $124.4 million in the same quarter a year ago, as a result of $22.7 million of incremental sales from the KENT acquisition and organic sales growth of $3.7 million. Organic sales grew in large part as a result of price increases and continued growth in Corporate and Tier II accounts. Foreign exchange positively affected sales by $1.7 million in the first quarter 2007.

Operating profit in the first quarter 2007 increased 14 percent to $10.2 million, up from $9.0 million in the first quarter 2006. Higher operating profit reflects higher sales and the profit contribution from the July 2006 acquisition of KENT. However, operating margins decreased in the first quarter 2007 as compared to first quarter 2006 primarily due to lower margins at KENT, which included approximately $0.7 million of integration costs. Additionally, in the first quarter of 2007, Barnes Distribution’s operating profit reflected a shift in the business mix to lower margin customers, an increase in field compensation as a result of an investment in a larger fixed cost sales force, and higher supplier costs and freight costs. These costs were largely offset through higher selling prices.

“Barnes Distribution continues its focus on sales growth and operational improvements,” said Idelle K. Wolf, President, Barnes Distribution. “Our pace of improvement needs to accelerate and our operational initiatives are focused on enhancing profit levels while maintaining our commitment to superior customer service. To accomplish this, we have initiated Project Catalyst with the goal of achieving 10 percent or better operating margins next year.”

Sales at Barnes Industrial, formerly Associated Spring, were $119.6 million in the first quarter 2007, up 8 percent from $111.0 million in the first quarter 2006. Included in this sales increase were $8.6 million from the May 2006 acquisition of Heinz Hänggi GmbH and a $2.4 million favorable impact from foreign exchange.

Operating profit in the first quarter 2007 increased 52 percent to $16.2 million, up from $10.6 million in the first quarter of 2006. The higher operating profit was driven primarily by the Heinz Hänggi acquisition and continued operational improvements, primarily in the Engineered Springs business.

“Barnes Industrial’s first quarter results reflect the continued benefits of operational improvements throughout its global facilities,” said Jerry W. Burris, President, Barnes Industrial. “The redefinition of our business segment and our profit-centric focus provide the strategic framework for our continued success.”

Barnes Group will conduct a conference call with investors to discuss first quarter results at 2:00 p.m. EDT today, May 9, 2007. A web cast of the live call, supporting materials and an archived replay will be available on the Barnes Group investor relations link at www.barnesgroupinc.com.

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Celebrating its 150th anniversary in 2007, Barnes Group Inc. (NYSE:B) is an international aerospace and industrial components manufacturing and distribution company focused on achieving consistent, sustainable and predictable results. Founded in 1857, Barnes Group consists of three businesses: Barnes Aerospace, Barnes Distribution and Barnes Industrial. Over 6,600 dedicated employees at more than 65 locations worldwide contribute to Barnes Group Inc.’s success. The Company has paid cash dividends to stockholders on a continuous basis since 1934. For more information, visit www.barnesgroupinc.com.

This release may contain certain forward-looking statements as defined in the Private Securities Litigation and Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed in the forward-looking statements. The risks and uncertainties, which are described in our periodic filings with the Securities and Exchange Commission, include, among others, uncertainties arising from the behavior of financial markets; future financial performance of the industries or customers that we serve; changes in market demand for our products and services; integration of acquired businesses; changes in raw material prices and availability; our dependence upon revenues and earnings from a small number of significant customers; uninsured claims; and numerous other matters of global, regional or national scale, including those of a political, economic, business, competitive, regulatory and public health nature. The Company assumes no obligation to update our forward-looking statements.

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BARNES GROUP INC.

CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

(Unaudited)

	Three months ended March 31,
	2007			2006			% Change
Net sales	$	360,650		$	299,851			20.3
Cost of sales		220,917			190,633			15.9
Selling and administrative expenses		96,565			81,111			19.1
		317,482			271,744			16.8
Operating income		43,168			28,107			53.6
Operating margin		12.0	%		9.4	%
Other income		242			295			(18.1	)
Interest expense		6,972			4,387			58.9
Other expenses		340			575			(40.9	)
Income before income taxes		36,098			23,440			54.0
Income taxes		8,443			4,978			69.6
Net income	$	27,655		$	18,462			49.8
Per common share: (1)
Net income:
Basic	$	.53		$	.38			39.5
Diluted		.50			.36			38.9
Dividends		.125			.110			13.6
Average common shares outstanding: (1)
Basic		52,574,503			48,255,200			9.0
Diluted		55,188,112			50,755,960			8.7

(1) As adjusted for the 2-for-1 stock split in the second quarter of 2006.

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BARNES GROUP INC.

OPERATIONS BY REPORTABLE BUSINESS SEGMENT

(Dollars in thousands)

(Unaudited)

	Three months ended March 31,
	2007			2006			% Change
Net Sales
Barnes Aerospace	$	91,192		$	66,943			36.2
Barnes Distribution		152,504			124,392			22.6
Barnes Industrial		119,570			110,990			7.7
Intersegment sales		(2,616	)		(2,474	)		(5.7	)
Total net sales	$	360,650		$	299,851			20.3
Operating profit
Barnes Aerospace	$	16,842		$	8,546			97.1
Barnes Distribution		10,164			8,953			13.5
Barnes Industrial		16,189			10,630			52.3
Total operating profit		43,195			28,129			53.6
Interest income		188			240			(21.7	)
Interest expense		(6,972	)		(4,387	)		58.9
Other income (expense), net		(313	)		(542	)		(42.3	)
Income before income taxes	$	36,098		$	23,440			54.0

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BARNES GROUP INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

	March 31,		March 31,
	2007		2006
Assets
Current assets
Cash and cash equivalents	$	25,032	$	36,541
Accounts receivable		216,260		171,435
Inventories		199,993		167,095
Deferred income taxes		21,148		21,230
Prepaid expenses		16,095		13,312
Total current assets		478,528		409,613
Deferred income taxes		22,669		24,051
Property, plant and equipment, net		213,241		161,144
Goodwill		358,044		236,559
Other intangible assets, net		270,617		184,849
Other assets		50,557		49,701
Total assets	$	1,393,656	$	1,065,917
Liabilities and Stockholders' Equity
Current liabilities
Accounts payable	$	163,454	$	142,488
Accrued liabilities		93,574		80,974
Long-term debt-current		52,048		39,990
Total current liabilities		309,076		263,452
Long-term debt		396,989		278,713
Accrued retirement benefits		114,161		88,334
Other liabilities		29,994		16,967
Stockholders' equity		543,436		418,451
Total liabilities and stockholders' equity	$	1,393,656	$	1,065,917

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