CHARLOTTE, N.C., May 06, 2024 (GLOBE NEWSWIRE) -- NN, Inc. (NASDAQ:NNBR), a global diversified industrial company that engineers and manufactures high-precision components and assemblies, today reported its financial results for the first quarter ended March 31, 2024. Highlights Strategic transformation program drove another quarter of improved results, 3rd quarter in a row;First quarter net sales of $121.2 million, down 4.6% versus prior year, driven largely by rationalized volume;First quarter operating l ...

CHARLOTTE, N.C., April 24, 2024 (GLOBE NEWSWIRE) -- NN, Inc. (NASDAQ: NNBR), a global diversified industrial company that engineers and manufactures high-precision components and assemblies, announced today that it will release its first quarter 2024 financial results for the period ended March 31, 2024, after the close of the market on Monday, May 6, 2024. The company will hold a related conference call on Tuesday, May 7, 2024, at 9 a.m. E.T. Participants on the call are asked to register five to 10 minute ...

PART I [Business](index=6&type=section&id=Item%201.%20Business) NN, Inc. manufactures high-precision components for global markets through Mobile and Power Solutions segments, with top ten customers accounting for 47% of 2023 net sales - NN, Inc. is a diversified industrial company with **27 facilities** across North America, South America, Europe, and China, organized into two main business groups: **Mobile Solutions** and **Power Solutions**[14](index=14&type=chunk)[15](index=15&type=chunk) - The top ten customers accounted for approximately **47% of net sales** in 2023, with sales distributed globally: 67% in North America, 14% in Asia, 10% in South America, and 9% in Europe[26](index=26&type=chunk) - As of December 31, 2023, the company employed **2,926 full and part-time employees** and **234 temporary workers** worldwide[31](index=31&type=chunk) [Business Segments and Products](index=6&type=section&id=Business%20Segments%20and%20Products) The company operates two segments: Mobile Solutions for automotive and industrial components, and Power Solutions for high-precision metal and plastic parts - **Mobile Solutions**: Focuses on complex, system-critical components for automotive (including electric and hybrid vehicles), general industrial, and medical end markets[16](index=16&type=chunk) - **Power Solutions**: Combines materials science with engineering to produce high-precision metal and plastic components for electrical, industrial, automotive, and medical markets[17](index=17&type=chunk) [Competition and Raw Materials](index=10&type=section&id=Competition%20and%20Raw%20Materials) The company competes on technical competence and quality, sourcing diverse raw materials globally while generally passing cost fluctuations to customers - Competitors for Mobile Solutions include **Anton Häring KG** and **CIE Automotive, S.A.** Competitors for Power Solutions include **Checon Corporation** and **Deringer-Ney, Inc.**[39](index=39&type=chunk)[40](index=40&type=chunk) - Key raw materials include various forms of **steel, aluminum, precious metals, and plastics**, with price volatility managed through consignment agreements for precious metals[41](index=41&type=chunk)[42](index=42&type=chunk) - The company is affected by **upward price pressure** on raw materials like steel and **supply chain disruptions**, but generally passes these cost fluctuations on to customers[43](index=43&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, financial, and compliance risks, including customer concentration, substantial debt, and international market volatility [Risks Related to Our Operations](index=12&type=section&id=Risks%20Related%20to%20Our%20Operations) Operational risks include heavy customer dependence, international market exposure, product recalls, intense competition, and cybersecurity threats - The company is heavily dependent on its ten largest customers, which accounted for approximately **47% of consolidated net sales** in 2023[60](index=60&type=chunk) - International operations are a significant risk factor, as sales to customers outside the U.S. accounted for **40% of consolidated net sales** in 2023, including risks from tariffs and political instability[62](index=62&type=chunk) - The company faces **substantial cybersecurity risks**, including data breaches from hackers, malware, and phishing attacks, which could disrupt operations and damage its reputation[70](index=70&type=chunk) [Risks Related to Our Capitalization](index=17&type=section&id=Risks%20Related%20to%20Our%20Capitalization) Capitalization risks stem from significant indebtedness, including a $148.1 million Term Loan, restrictive covenants, and foreign currency exposure - As of December 31, 2023, the outstanding principal on the Term Loan Facility was **$148.1 million**, with estimated annual cash interest payments of **$18.3 million** plus **$2.9 million** in paid-in-kind interest[83](index=83&type=chunk) - Debt agreements contain **restrictive covenants** that limit the company's ability to incur additional debt, pay dividends, make certain investments, and sell assets[85](index=85&type=chunk) - Approximately **29% of revenues** are denominated in foreign currencies, exposing the company to risks from fluctuating currency values, unfavorably affecting 2023 revenue by **$0.6 million**[90](index=90&type=chunk) [Cybersecurity](index=21&type=section&id=Item%201C.%20Cybersecurity) The company maintains a robust cybersecurity framework with Board oversight, continuous monitoring, employee training, and insurance to mitigate risks - The **Audit Committee** of the Board of Directors has oversight for cybersecurity risks and receives updates from management at least quarterly[106](index=106&type=chunk) - The company's risk management strategy includes **24/7 security monitoring**, **continuous penetration testing** by a third party, **mandatory annual cybersecurity training** for employees, and a **cybersecurity insurance policy**[107](index=107&type=chunk)[108](index=108&type=chunk) [Properties](index=22&type=section&id=Item%202.%20Properties) As of December 31, 2023, NN, Inc. operates 27 facilities across six countries, including owned and leased properties Facility Distribution by Segment (as of Dec 31, 2023) | Segment | Location | Country | Ownership | | :--- | :--- | :--- | :--- | | **Mobile Solutions** | Campinas, Brazil | Brazil | Leased | | | Dowagiac, Michigan | U.S.A. | Owned | | | Juarez, Mexico | Mexico | Leased | | | Kamienna Gora, Poland | Poland | Owned | | | Kentwood, Michigan (4 sites) | U.S.A. | Leased/Owned | | | Marnaz, France | France | Owned | | | Marshall, Michigan | U.S.A. | Leased | | | Sao Joao da Boa Vista, Brazil (3 sites) | Brazil | Leased | | | Wellington, Ohio | U.S.A. | Leased | | | Wuxi, China | China | Leased | | **Power Solutions** | Algonquin, Illinois | U.S.A. | Owned | | | Attleboro, MA (5 sites) | U.S.A. | Owned/Leased | | | Foshan City, China | China | Leased | | | Lubbock, Texas | U.S.A. | Owned | | | Mexico City, Mexico | Mexico | Owned | | | North Attleboro, MA | U.S.A. | Owned | | | Palmer, Massachusetts | U.S.A. | Leased | | **Joint Venture** | Wuxi, China | China | Leased | | **Corporate** | Charlotte, North Carolina | U.S.A | Leased | [Legal Proceedings](index=22&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in a Brazilian tax dispute, with potential liabilities under $5.0 million, for which it expects indemnification - The company is engaged in a legal proceeding in Brazil regarding ICMS tax credits, with potential liability for remaining open lawsuits estimated to be less than **$5.0 million**[294](index=294&type=chunk)[295](index=295&type=chunk) - Management believes it is entitled to **indemnification** from the former shareholders of Autocam for this matter and does not expect to incur a loss[296](index=296&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=23&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on Nasdaq under "NNBR", with 4,504 shares purchased in Q4 2023 for tax obligations - The company's common stock is traded on the Nasdaq under the symbol "**NNBR**" As of February 21, 2024, there were **3,767 beneficial owners** of record[116](index=116&type=chunk) Issuer Purchases of Equity Securities (Q4 2023) | Period | Total Number of Shares Purchased | Average Price Paid Per Share ($) | | :--- | :--- | :--- | | October 2023 | 2,016 | $1.76 | | November 2023 | 2,488 | $2.00 | | December 2023 | — | — | | **Total** | **4,504** | **$1.89** | [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) In 2023, net sales decreased 1.9% to $489.3 million, resulting in a $50.2 million net loss due to higher interest and derivative adjustments [Results of Operations (2023 vs 2022)](index=25&type=section&id=Results%20of%20Operations%20(2023%20vs%202022)) Net sales decreased 1.9% to $489.3 million, and a $6.1 million increase in interest expense led to a $50.2 million net loss Consolidated Results of Operations ($) | Metric | 2023 | 2022 | $ Change | | :--- | :--- | :--- | :--- | | Net sales | $489,270 | $498,738 | $(9,468) | | Loss from operations | $(21,804) | $(21,092) | $(712) | | Interest expense | $21,137 | $15,041 | $6,096 | | Net loss | $(50,150) | $(26,098) | $(24,052) | - Net sales decreased by **1.9%** due to reduced volume from facility closures and unfavorable foreign exchange, partially offset by higher customer pricing[136](index=136&type=chunk) - Interest expense increased by **$6.1 million** due to higher interest rates and a new **2.00%** paid-in-kind interest component on the Term Loan[140](index=140&type=chunk) [Results by Segment (2023 vs 2022)](index=28&type=section&id=Results%20by%20Segment%20(2023%20vs%202022)) Mobile Solutions sales grew 3.3% to $303.3 million, while Power Solutions sales fell 9.4% to $185.9 million, but its operating income improved Mobile Solutions Performance ($) | Metric | 2023 | 2022 | $ Change | | :--- | :--- | :--- | :--- | | Net sales | $303,335 | $293,536 | $9,799 | | Loss from operations | $(11,749) | $(2,165) | $(9,584) | Power Solutions Performance ($) | Metric | 2023 | 2022 | $ Change | | :--- | :--- | :--- | :--- | | Net sales | $185,948 | $205,204 | $(19,256) | | Income from operations | $11,096 | $3,536 | $7,560 | [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by the ABL Facility and improved operating cash flow of $29.3 million, with a $16.8 million sale-leaseback expected - As of December 31, 2023, the company had **$148.1 million** outstanding under its Term Loan Facility and **$26.4 million** available under its ABL Facility[155](index=155&type=chunk) - Cash provided by operations was **$29.3 million** for 2023, a significant improvement from **$7.7 million** in 2022, driven by decreases in accounts receivable and inventory[152](index=152&type=chunk)[153](index=153&type=chunk) - A sale-leaseback of three properties is expected to close around March 15, 2024, generating **$16.8 million** in net proceeds to repay a portion of the Term Loan Facility[157](index=157&type=chunk)[358](index=358&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces interest rate risk, with a 1% SOFR increase impacting interest expense by $1.5 million, and foreign currency risk - The company is subject to interest rate risk from its variable-rate debt A **1%** increase in the one-month SOFR would increase annual interest expense by **$1.5 million** on the Term Loan Facility[170](index=170&type=chunk)[171](index=171&type=chunk) - The company is exposed to **foreign currency risk** from operating cash flows denominated in foreign currencies and did not hold any foreign currency derivatives as of December 31, 2023[172](index=172&type=chunk) [Financial Statements and Supplementary Data](index=32&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for 2021-2023, with an unqualified opinion from Grant Thornton LLP [Consolidated Financial Statements](index=33&type=section&id=Consolidated%20Financial%20Statements) Consolidated financial statements show a $50.2 million net loss in 2023, with total assets decreasing and liabilities increasing Key Financial Statement Data ($) | Metric | 2023 | 2022 | | :--- | :--- | :--- | | **Operations** | | | | Net Sales | $489,270 | $498,738 | | Net Loss | $(50,150) | $(26,098) | | **Balance Sheet (End of Period)** | | | | Total Assets | $510,885 | $546,127 | | Total Liabilities | $308,084 | $295,162 | | Total Stockholders' Equity | $125,002 | $186,264 | | **Cash Flows** | | | | Net Cash from Operating Activities | $29,344 | $7,717 | [Notes to Consolidated Financial Statements](index=40&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) Notes detail accounting policies, segment performance, debt structure, and a $47.5 million valuation allowance against deferred tax assets Revenue by Segment (2023, $) | Segment | Net Sales | | :--- | :--- | | Mobile Solutions | $303,335 | | Power Solutions | $185,948 | | **Total** | **$489,270** | - As of December 31, 2023, total debt was **$153.3 million**, primarily consisting of the Term Loan Facility, and the company was in compliance with all debt covenants[269](index=269&type=chunk)[272](index=272&type=chunk) - A valuation allowance of **$47.5 million** has been recorded against deferred tax assets as of December 31, 2023, as management determined it is more likely than not that a portion of these assets will not be realized[305](index=305&type=chunk)[308](index=308&type=chunk) [Controls and Procedures](index=62&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2023 - The CEO and CFO concluded that the company's disclosure controls and procedures were **effective** as of December 31, 2023[361](index=361&type=chunk) - Management determined that the company's internal control over financial reporting was **effective** as of December 31, 2023, based on the COSO framework, and Grant Thornton LLP issued an **unqualified opinion**[363](index=363&type=chunk)[364](index=364&type=chunk) PART III [Directors, Executive Officers, and Corporate Governance](index=63&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the proxy statement - Required information for this item is **incorporated by reference** from the definitive proxy statement to be filed with the SEC[369](index=369&type=chunk) [Executive Compensation](index=63&type=section&id=Item%2011.%20Executive%20Compensation) Executive and director compensation details are incorporated by reference from the definitive proxy statement - Required information for this item is **incorporated by reference** from the definitive proxy statement to be filed with the SEC[371](index=371&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=63&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference, with 296,000 securities outstanding under equity compensation plans Equity Compensation Plan Information (thousands, except per share data) | Plan Category | Number of securities to be issued upon exercise (thousands) | Weighted-average exercise price of outstanding options ($) | Number of securities remaining available for future issuance (thousands) | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 296 | $14.46 | 1,492 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **296** | **$14.46** | **1,492** | [Certain Relationships and Related Transactions, and Director Independence](index=63&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Related party transactions and director independence information are incorporated by reference from the proxy statement - Required information for this item is **incorporated by reference** from the definitive proxy statement to be filed with the SEC[374](index=374&type=chunk)[375](index=375&type=chunk) [Principal Accountant Fees and Services](index=63&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the definitive proxy statement - Required information for this item is **incorporated by reference** from the definitive proxy statement to be filed with the SEC[376](index=376&type=chunk) PART IV [Exhibits and Financial Statement Schedules](index=64&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists financial statements and a comprehensive index of all exhibits filed with the Form 10-K - This section contains the list of **financial statements and schedules** included in the report, as well as a **detailed index of all exhibits** filed[378](index=378&type=chunk)[381](index=381&type=chunk) [Form 10-K Summary](index=67&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary is provided in this report - None[386](index=386&type=chunk)

Exhibit 99.1 NN, Inc. 6210 Ardrey Kell Road, Suite 120 Charlotte, NC 28277 FOR IMMEDIATE RELEASE NN, INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS; 2024 GUIDANCE Business transformation continues; delivering record-setting new business wins in 2023 and significantly improved free cash flow performance Company provides sales, adjusted EBITDA, and free cash flow outlook for 2024 CHARLOTTE, N.C., March 11, 2024 – NN, Inc. (NASDAQ: NNBR), a global diversified industrial company that engineers and manuf ...

9 Power Solutions: Q3'23 Highlights Sales down 11.0%, or $5.6 million, from prior year (−) Volume down ~$8 million − Auto component sales primarily due to two key customers losing market share − General industrial component sales due to lower market capital spending in the increasing interest rates environment − Aerospace and defense sales down as a result of Irvine, CA and Taunton, MA facilities closures and business exits Profitability (+) Rationalized unprofitable business within Taunton, MA facility (+) ...

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (State or other jurisdiction of incorporation or organization) 6210 Ardrey Kell Road, Suite 600 Charlotte, North Carolina 28277 (Address of principal executive of ices, including zip code) (980) 2 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-23486 NN, Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) 6210 Ar ...

Financial Data and Key Metrics Changes - Sales for Q1 2023 were $127.1 million, down 0.8% from Q1 2022, primarily due to lower volumes and foreign exchange headwinds, partially offset by pricing actions [33][50] - Free cash flow was a use of $3.7 million, an improvement of $5.7 million compared to an outflow of $9.4 million in Q1 2022 [27][34] - Non-GAAP adjusted EBITDA was $8.1 million, or 6.4% of sales for Q1 2023 [34] Business Line Data and Key Metrics Changes - Power Solutions sales decreased 5.7% year-over-year, driven by lower electric component volume and customer inventory reductions [52] - Mobile Solutions sales increased 2.6% from the prior year, primarily due to pricing actions taken throughout 2022, partially offset by lower volume [54] Market Data and Key Metrics Changes - The global light vehicle production is forecasted to increase approximately 5% in 2023, with a positive production outlook in all key regions [4] - Current macroeconomic conditions and increasing interest rates have presented a drag on construction activity, impacting demand for residential and commercial electrical components [24] Company Strategy and Development Direction - The company is focused on new business opportunities in the EV and universal auto segments, with nearly 80% of its $546 million new business pipeline aligned with this strategy [22][49] - The company is modernizing its compensation programs to incentivize sales force performance, emphasizing a target for electrical and EV hybrid new business wins [19] Management's Comments on Operating Environment and Future Outlook - Management noted that the ongoing slowdown in residential and commercial construction has impacted the Power Solutions business, but they remain resilient in managing the macroeconomic challenges [2] - The company anticipates stronger sales in Q2 compared to Q1, driven by new business wins and market dynamics [67] Other Important Information - The company has strong liquidity of $43 million and is evaluating a potential preferred equity raise to improve domestic liquidity [13][28] - The company is closing five facilities, expected to generate approximately $11 million improvement in adjusted EBITDA versus 2022 results [36] Q&A Session Summary Question: What is the visibility for the Power Solutions business for the rest of the year? - Management indicated that the volume softness was more weighted towards Power Solutions, and they are monitoring the situation closely [62] Question: What are the challenges at the Juarez facility? - The challenges include high labor turnover, process capabilities for new business launches, and machine condition affecting overall efficiency [79][91] Question: What is the outlook for capital expenditures this year? - The capital expenditure outlook remains in the $17 million range, net of proceeds from equipment sales [92]

Financial Performance - Net sales decreased by 0.8% year-over-year, from $128.1 million to $127.1 million[31] - Non-GAAP adjusted EBITDA decreased by $5.3 million, from $13.4 million to $8.1 million[31] - Non-GAAP adjusted EBITDA margin decreased by 406 bps, from 10.5% to 6.4%[31] - Free cash flow showed a use of $3.7 million, but was positive $2.7 million over the past 6 months[8] Segment Performance - Power Solutions sales decreased by 5.7% year-over-year due to lower volume[4, 59] - Mobile Solutions sales increased by 2.6% year-over-year due to increased pricing[86] Strategic Initiatives - Implemented a global plan to reduce indirect labor by 10% in Q2, expecting over $4 million benefit for the full year 2023[7] - Facility closures are on track, with an estimated adjusted EBITDA improvement of ~$11 million over 2022[5, 178] - New business wins increased by 75% from Q1 2022, with 76% in strategic segments[162, 180] Liquidity and Debt - Net debt to adjusted EBITDA leverage ratio was 3.82x, with liquidity of $43 million as of March 31, 2023[7] - The company is targeting a $10 million preferred equity raise to improve domestic liquidity[43] Market Outlook - Global Light Duty Vehicle Production is forecasted to increase by ~5.0% YoY in 2023[21]

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited financial statements, management's analysis, market risk disclosures, and internal controls for the reporting period [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, including statements of operations, balance sheets, changes in stockholders' equity, and cash flows, along with detailed notes explaining accounting policies, segment performance, debt, equity, revenue, and fair value measurements for the three months ended March 31, 2023 - The accompanying condensed consolidated financial statements are unaudited and reflect all adjustments necessary to fairly state the company's financial position and operating results for the interim periods[22](index=22&type=chunk) - Certain information and footnote disclosures normally included in U.S. GAAP consolidated financial statements have been condensed or omitted[23](index=23&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20%28Loss%29%20%28Unaudited%29) This statement details the company's revenues, expenses, and net loss, along with other comprehensive income components for the three-month periods | Metric | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | Change (YoY) | | :--------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :------------ | | Net sales | $127,088 | $128,067 | (0.8%) | | Cost of sales | $108,421 | $104,578 | 3.7% | | Selling, general, and administrative expense | $13,165 | $13,454 | (2.1%) | | Depreciation and amortization | $11,516 | $11,429 | 0.8% | | Other operating expense, net | $1,061 | $2,026 | (47.6%) | | Loss from operations | $(7,075) | $(3,420) | (107.0%) | | Interest expense | $4,288 | $3,439 | 24.7% | | Other income, net | $(2,208) | $(2,996) | (26.3%) | | Loss before provision for income taxes and share of net income from joint venture | $(9,155) | $(3,863) | (137.0%) | | Provision for income taxes | $(1,301) | $(1,531) | (15.1%) | | Share of net income from joint venture | $281 | $2,092 | (86.6%) | | Net loss | $(10,175) | $(3,302) | (208.1%) | | Foreign currency translation gain | $1,840 | $2,600 | (29.3%) | | Interest rate swap: Change in fair value, net of tax | $(230) | $1,187 | (119.4%) | | Reclassification adjustment for losses (gains) included in net loss, net of tax | $(468) | $34 | (1476.5%) | | Other comprehensive income | $1,142 | $3,821 | (70.1%) | | Comprehensive income (loss) | $(9,033) | $519 | (1840.8%) | | Basic and diluted net loss per common share | $(0.29) | $(0.13) | (123.1%) | | Weighted average common shares outstanding | 45,309 | 44,594 | 1.6% | [Condensed Consolidated Balance Sheets (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20%28Unaudited%29) This statement presents the company's assets, liabilities, and stockholders' equity at specific points in time | Metric | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | Change | | :-------------------------------------- | :------------------------------------ | :------------------------------------ | :----- | | Total assets | $547,273 | $546,127 | 0.2% | | Total current assets | $200,505 | $191,700 | 4.6% | | Property, plant and equipment, net | $194,513 | $197,637 | (1.6%) | | Intangible assets, net | $69,327 | $72,891 | (4.9%) | | Investment in joint venture | $32,212 | $31,802 | 1.3% | | Total liabilities | $305,057 | $295,162 | 3.4% | | Total current liabilities | $91,340 | $78,806 | 15.9% | | Long-term debt, net of current portion | $146,228 | $149,389 | (2.1%) | | Series D perpetual preferred stock | $67,752 | $64,701 | 4.7% | | Total stockholders' equity | $174,464 | $186,264 | (6.4%) | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders%27%20Equity%20%28Unaudited%29) This statement outlines the changes in the company's equity accounts, including net loss, dividends, and other comprehensive income | Metric | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Balance as of Dec 31, 2022/2021 | $186,264 | $224,185 | | Net loss | $(10,175) | $(3,302) | | Dividends accrued for preferred stock | $(3,051) | $(2,538) | | Share-based compensation expense | $381 | $949 | | Other comprehensive income | $1,142 | $3,821 | | Balance as of March 31, 2023/2022 | $174,464 | $223,028 | [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20%28Unaudited%29) This statement reports the cash inflows and outflows from operating, investing, and financing activities for the period | Metric | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | | :------------------------------------------ | :--------------------------------------------- | :--------------------------------------------- | | Net cash provided by (used in) operating activities | $226 | $(5,223) | | Net cash used in investing activities | $(3,962) | $(4,226) | | Net cash provided by (used in) financing activities | $1,251 | $(1,516) | | Effect of exchange rate changes on cash flows | $222 | $2,936 | | Net change in cash and cash equivalents | $(2,263) | $(8,029) | | Cash and cash equivalents at beginning of period | $12,808 | $28,656 | | Cash and cash equivalents at end of period | $10,545 | $20,627 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements [Note 1. Interim Financial Statements](index=8&type=section&id=Note%201.%20Interim%20Financial%20Statements) This note outlines the company's business nature, the basis of presentation for the unaudited interim financial statements, and details on accounts receivable sales programs and assets held for sale due to strategic footprint optimization - NN, Inc. is a global diversified industrial company that designs and manufactures high-precision components and assemblies primarily for the automotive, general industrial, electrical, aerospace, defense, and medical markets[21](index=21&type=chunk) - The company incurred **$0.2 million** in fees related to the sale of receivables on a non-recourse basis during the three months ended March 31, 2023[25](index=25&type=chunk) - A **$0.5 million** loss on sales of machinery and equipment from Irvine and Taunton locations (part of Power Solutions segment) was recognized in Q1 2023, as part of a strategic shift to optimize manufacturing footprint[26](index=26&type=chunk) [Note 2. Segment Information](index=8&type=section&id=Note%202.%20Segment%20Information) This note details the company's two reportable segments, Mobile Solutions and Power Solutions, and presents their financial performance, showing a slight decrease in total net sales but a significant increase in loss from operations - The company operates in two reportable segments: Mobile Solutions (automotive and general industrial) and Power Solutions (electrical, general industrial, automotive, and medical)[27](index=27&type=chunk) Net sales by Segment (in thousands) | Metric | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | Change (YoY) | | :-------------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | **Net sales:** | | | | | Mobile Solutions | $78,018 | $76,070 | 2.6% | | Power Solutions | $49,072 | $52,011 | (5.7%) | | Intersegment sales eliminations | $(2) | $(14) | (85.7%) | | Total | $127,088 | $128,067 | (0.8%) | | **Income (loss) from operations:** | | | | | Mobile Solutions | $(3,319) | $1,969 | (268.6%) | | Power Solutions | $1,747 | $364 | 380.0% | | Corporate | $(5,503) | $(5,753) | 4.3% | | Total | $(7,075) | $(3,420) | (107.0%) | [Note 3. Inventories](index=9&type=section&id=Note%203.%20Inventories) This note provides a breakdown of inventory components, showing a slight increase in total inventories from December 31, 2022, to March 31, 2023, driven by increases in work in process and finished goods, partially offset by a decrease in raw materials | Category | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :-------------- | :---------------------------- | :------------------------------- | | Raw materials | $31,462 | $32,146 | | Work in process | $25,433 | $24,610 | | Finished goods | $24,883 | $23,926 | | Total inventories | $81,778 | $80,682 | [Note 4. Intangible Assets, Net](index=9&type=section&id=Note%204.%20Intangible%20Assets%2C%20Net) This note presents the changes in intangible assets, net, by segment, indicating a decrease due to amortization. Despite market capitalization falling below stockholders' equity, an impairment analysis concluded no impairment charge was necessary | Segment | Balance as of December 31, 2022 (in thousands) | Amortization (in thousands) | Balance as of March 31, 2023 (in thousands) | | :---------------- | :--------------------------------------------- | :-------------------------- | :------------------------------------------ | | Mobile Solutions | $22,356 | $(839) | $21,517 | | Power Solutions | $50,535 | $(2,725) | $47,810 | | Total | $72,891 | $(3,564) | $69,327 | - No impairment charge was recorded during the three months ended March 31, 2023, despite market capitalization being less than the net book value of stockholders' equity, which triggered an impairment analysis[32](index=32&type=chunk) [Note 5. Investment in Joint Venture](index=9&type=section&id=Note%205.%20Investment%20in%20Joint%20Venture) This note details the company's 49% equity method investment in Wuxi Weifu Autocam Precision Machinery Company, Ltd., showing an increase in the investment's carrying value due to its share of earnings and foreign currency translation gains - The company owns a **49% equity method investment** in Wuxi Weifu Autocam Precision Machinery Company, Ltd. (JV) in Wuxi, China[33](index=33&type=chunk) Investment in Joint Venture (in thousands) | Item | Amount (in thousands) | | :------------------------ | :-------------------- | | Balance as of December 31, 2022 | $31,802 | | Share of earnings | $281 | | Foreign currency translation gain | $129 | | Balance as of March 31, 2023 | $32,212 | [Note 6. Income Taxes](index=9&type=section&id=Note%206.%20Income%20Taxes) This note explains the company's effective tax rates for the three months ended March 31, 2023, and 2022, highlighting deviations from the U.S. federal statutory rate due to foreign subsidiary earnings and limitations on loss carryforward benefits - The effective tax rate was **(14.2)% for Q1 2023**, compared to **(39.6)% for Q1 2022**[35](index=35&type=chunk) - Deviations from the **21% U.S. federal statutory tax rate** are primarily due to tax accrual on non-permanently reinvested unremitted earnings of foreign subsidiaries and limitations on tax benefits for loss carryforwards[35](index=35&type=chunk) - The effective tax rate was unfavorably impacted by the U.S. tax on foreign subsidiary earnings under the global intangible low-taxed income regime[36](index=36&type=chunk) [Note 7. Debt](index=10&type=section&id=Note%207.%20Debt) This note provides details on the Term Loan Facility and ABL Facility, including recent amendments to adjust covenants and replace LIBOR with SOFR. It outlines outstanding balances, interest rates, payment terms, and confirms compliance with all debt requirements | Debt Type | March 31, 2023 (in thousands) | December 31, 2022 (in thousands) | | :------------------ | :---------------------------- | :------------------------------- | | Term Loan Facility | $147,000 | $147,375 | | ABL Facility | $1,000 | $1,000 | | International loans | $11,290 | $8,729 | | Total principal | $159,290 | $157,104 | | Long-term debt, net of current portion | $146,228 | $149,389 | - The Term Loan Facility and ABL Facility were amended on March 3, 2023, to adjust covenants and replace LIBOR with SOFR for interest rate calculations[37](index=37&type=chunk) - The Term Loan Facility bore interest at **11.782%** as of March 31, 2023, and will include paid-in-kind (PIK) interest (**0.50% to 2.00%**) starting in Q2 2023. The ABL Facility had a weighted average interest rate of **6.89%** as of March 31, 2023[39](index=39&type=chunk)[43](index=43&type=chunk) - The company was in compliance with all requirements under both the Term Loan Facility and ABL Facility as of March 31, 2023[40](index=40&type=chunk)[45](index=45&type=chunk) [Note 8. Leases](index=11&type=section&id=Note%208.%20Leases) This note provides supplemental cash flow information related to the company's operating and finance leases, detailing cash payments for lease liabilities and the value of right-of-use assets obtained | Item | Three Months Ended March 31, 2023 (in thousands) | Three Months Ended March 31, 2022 (in thousands) | | :---------------------------------------------- | :----------------------------------------------- | :----------------------------------------------- | | Operating cash flows used in finance leases | $84 | $80 | | Operating cash flows used in operating leases | $4,056 | $4,204 | | Financing cash flows used in finance leases | $689 | $700 | | Right-of-use assets obtained in exchange for new finance lease liabilities | — | $395 | | Right-of-use assets obtained in exchange for new operating lease liabilities | $477 | $1,305 | [Note 9. Commitments and Contingencies](index=11&type=section&id=Note%209.%20Commitments%20and%20Contingencies) This note discusses the Brazil ICMS Tax Matter, where the company is defending against disallowed tax credits, and other routine legal matters. The company expects indemnification from former shareholders for the Brazil tax matter and does not anticipate a material loss - The company is vigorously defending against disallowed ICMS tax credits in Brazil, believing it has substantial legal and factual defenses[49](index=49&type=chunk) - The cumulative potential liability for the remaining open lawsuits in the Brazil ICMS Tax Matter is estimated to be less than **$5.0 million**, inclusive of interest and penalties, in the event of unfavorable decisions[49](index=49&type=chunk) - The company expects indemnification from the former shareholders of Autocam for amounts owed related to the Brazil tax matter, and therefore does not expect to incur a loss[50](index=50&type=chunk) [Note 10. Preferred Stock and Stockholders' Equity](index=12&type=section&id=Note%2010.%20Preferred%20Stock%20and%20Stockholders%27%20Equity) This note details the Series D Perpetual Preferred Stock, including its classification as mezzanine equity, dividend rates (cash and in-kind), and changes in its carrying value due to accruals and amortization - The Series D Preferred Stock was issued at **$1,000 per share** with detachable warrants, earning cash dividends at **10.0% per year** or an increase in liquidation preference by **12.0% per year** if not paid[52](index=52&type=chunk) - The Series D Preferred Stock is classified as mezzanine equity due to features that could require redemption upon a change of control not solely within the company's control[53](index=53&type=chunk) Series D Perpetual Preferred Stock (in thousands) | Item | Amount (in thousands) | | :------------------------------ | :-------------------- | | Balance as of December 31, 2022 | $64,701 | | Accrual of in-kind dividends | $2,410 | | Amortization | $641 | | Balance as of March 31, 2023 | $67,752 | [Note 11. Revenue from Contracts with Customers](index=12&type=section&id=Note%2011.%20Revenue%20from%20Contracts%20with%20Customers) This note summarizes revenue recognition policies and presents revenue breakdowns by customer geographical region and industry for Q1 2023 and 2022, along with deferred revenue information Total Net Sales by Region (in thousands) | Region | 2023 Total Net Sales (in thousands) | 2022 Total Net Sales (in thousands) | Change (YoY) | | :------------------------ | :---------------------------------- | :---------------------------------- | :----------- | | United States and Puerto Rico | $77,426 | $78,282 | (1.1%) | | China | $14,561 | $13,796 | 5.6% | | Brazil | $11,721 | $11,065 | 5.9% | | Mexico | $7,767 | $9,805 | (20.8%) | | Germany | $1,806 | $1,345 | 34.3% | | Poland | $1,861 | $1,344 | 38.5% | | Other | $11,946 | $12,430 | (3.9%) | | **Total Net Sales** | **$127,088** | **$128,067** | **(0.8%)** | Total Net Sales by Industry (in thousands) | Industry | 2023 Total Net Sales (in thousands) | 2022 Total Net Sales (in thousands) | Change (YoY) | | :------------------------ | :---------------------------------- | :---------------------------------- | :----------- | | Automotive | $64,607 | $60,674 | 6.5% | | General Industrial | $34,818 | $38,140 | (8.7%) | | Residential/Commercial Electrical | $14,585 | $17,199 | (15.2%) | | Other | $13,078 | $12,054 | 8.5% | | **Total Net Sales** | **$127,088** | **$128,067** | **(0.8%)** | - Deferred revenue increased to **$1.2 million** as of March 31, 2023, from **$0.7 million** at December 31, 2022. **$0.3 million** of revenue recognized in Q1 2023 was from deferred revenue as of December 31, 2022[61](index=61&type=chunk) [Note 12. Share-Based Compensation](index=14&type=section&id=Note%2012.%20Share-Based%20Compensation) This note outlines the components of share-based compensation expense, which significantly decreased in Q1 2023 compared to Q1 2022, and provides the status of unvested restricted stock awards | Type of Award | 3 Months Ended March 31, 2023 (in thousands) | 3 Months Ended March 31, 2022 (in thousands) | Change (YoY) | | :---------------------- | :--------------------------------------------- | :--------------------------------------------- | :----------- | | Restricted stock | $167 | $604 | (72.3%) | | Performance share units | $200 | $289 | (30.8%) | | Stock options | $14 | $56 | (75.0%) | | **Total** | **$381** | **$949** | **(59.9%)** | - As of March 31, 2023, there were **396 thousand unvested restricted stock shares** with a weighted average grant-date fair value of **$3.55**[66](index=66&type=chunk) [Note 13. Accumulated Other Comprehensive Income](index=14&type=section&id=Note%2013.%20Accumulated%20Other%20Comprehensive%20Income) This note presents the components of accumulated other comprehensive income (loss) (AOCI), including foreign currency translation and interest rate swap effects, showing a decrease in accumulated other comprehensive loss from December 31, 2022, to March 31, 2023 | Item | Foreign Currency Translation (in thousands) | Interest Rate Swap (in thousands) | Income Taxes (in thousands) | Total (in thousands) | | :-------------------------------------- | :------------------------------------------ | :-------------------------------- | :-------------------------- | :------------------- | | Balance as of December 31, 2022 | $(40,172) | $3,149 | $(97) | $(37,120) | | Other comprehensive income (loss) before reclassifications | $1,840 | $(327) | $97 | $1,610 | | Amounts reclassified from AOCI to interest expense | — | $(468) | — | $(468) | | Net other comprehensive income (loss) | $1,840 | $(795) | $97 | $1,142 | | Balance as of March 31, 2023 | $(38,332) | $2,354 | — | $(35,978) | [Note 14. Net Loss Per Common Share](index=15&type=section&id=Note%2014.%20Net%20Loss%20Per%20Common%20Share) This note details the computation of basic and diluted net loss per common share, showing an increased net loss per share in Q1 2023 compared to Q1 2022, and lists securities excluded from diluted EPS calculation due to their anti-dilutive effect Net Loss Per Common Share Calculation | Metric | 3 Months Ended March 31, 2023 | 3 Months Ended March 31, 2022 | | :------------------------------------------ | :---------------------------- | :---------------------------- | | Numerator for basic and diluted net loss per common share (in thousands) | $(13,226) | $(5,840) | | Shares used to calculate basic and diluted net loss per share (in thousands) | 45,309 | 44,594 | | Basic and diluted net loss per common share | $(0.29) | $(0.13) | Anti-dilutive Securities Excluded (in thousands) | Anti-dilutive Securities Excluded (in thousands) | 2023 | 2022 | | :----------------------------------------------- | :--- | :--- | | Options | 516 | 600 | | 2019 Warrants | 1,500 | 1,500 | | Total | 2,016 | 2,100 | [Note 15. Fair Value Measurements](index=15&type=section&id=Note%2015.%20Fair%20Value%20Measurements) This note explains the company's fair value measurement policies, focusing on embedded derivatives (warrants and preferred stock put feature) and the interest rate swap. It details the valuation methods and the impact of changes in fair value - Embedded derivatives include **2023 Warrants (1.0 million shares)**, **2021 Warrants (1.9 million shares)**, and a Series D Preferred Stock put feature, all with an exercise price of **$0.01 per share**[78](index=78&type=chunk)[79](index=79&type=chunk)[81](index=81&type=chunk) Fair Value of Embedded Derivatives (in thousands) | Item | Amount (in thousands) | | :------------------------ | :-------------------- | | Balance as of December 31, 2022 | $2,959 | | Issuances | $2,712 | | Change in fair value | $(2,009) | | Balance as of March 31, 2023 | $3,662 | - The **2021 interest rate swap**, with a notional amount of **$60.0 million**, was terminated in Q1 2023, resulting in cash proceeds of **$2.5 million**. The gain will be recognized as a reduction to interest expense through July 31, 2024[87](index=87&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the company's financial performance and condition for the three months ended March 31, 2023, compared to the prior year. It discusses macroeconomic factors, footprint optimization initiatives, and detailed consolidated and segment-specific results, highlighting a significant increase in net loss despite a slight decrease in net sales - The company is a global diversified industrial company manufacturing high-precision components for electrical, automotive, general industrial, aerospace, defense, and medical markets[94](index=94&type=chunk) - Macroeconomic conditions, including inflationary cost pressures, rising interest rates, supply chain disruptions, and labor shortages, are expected to persist in 2023[98](index=98&type=chunk)[100](index=100&type=chunk)[102](index=102&type=chunk) - The company is undertaking footprint optimization by closing Taunton and Irvine sites (exiting Aerospace and Defense precision machined components) and three Mobile Solutions sites in 2023 to reduce operating costs[103](index=103&type=chunk) Consolidated Results (Three Months Ended March 31, in thousands) | Metric | 2023 | 2022 | $ Change | % Change | | :------------------------------------------ | :-------- | :-------- | :------- | :------- | | Net sales | $127,088 | $128,067 | $(979) | (0.8%) | | Cost of sales | $108,421 | $104,578 | $3,843 | 3.7% | | Selling, general, and administrative expense | $13,165 | $13,454 | $(289) | (2.1%) | | Other operating expense, net | $1,061 | $2,026 | $(965) | (47.6%) | | Loss from operations | $(7,075) | $(3,420) | $(3,655) | (107.0%) | | Interest expense | $4,288 | $3,439 | $849 | 24.7% | | Other income, net | $(2,208) | $(2,996) | $788 | (26.3%) | | Net loss | $(10,175) | $(3,302) | $(6,873) | (208.1%) | - Mobile Solutions net sales increased by **2.6% to $78.0 million**, but income from operations changed unfavorably by **$5.3 million** to a loss of **$(3.3) million**, primarily due to lower sales volume, production challenges, and unrecovered inflationary costs[112](index=112&type=chunk)[113](index=113&type=chunk) - Power Solutions net sales decreased by **5.7% to $49.1 million**, but income from operations increased by **$1.4 million** to **$1.7 million**, driven by premium pricing on a customer project and a legal settlement in the prior year, partially offset by lower sales volume[114](index=114&type=chunk)[115](index=115&type=chunk) - Cash provided by operations was **$0.2 million** for Q1 2023, a significant improvement from **$5.2 million used** in Q1 2022, primarily due to an increase in accounts receivable related to higher sales[119](index=119&type=chunk) - The company had **$32.5 million** available for future borrowings under the ABL Facility as of March 31, 2023, and was in compliance with all credit facility requirements[122](index=122&type=chunk)[125](index=125&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=22&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the company's exposure to financial market risks, specifically interest rate risk and foreign currency risk, and the strategies employed to mitigate these risks, including the use of debt mixtures and derivatives - The company manages interest expense using a mixture of fixed and variable rate debt and may use interest rate swap agreements to mitigate interest rate risk[130](index=130&type=chunk) - The **2021 interest rate swap**, which fixed the LIBOR-based component on **$60.0 million** of variable rate debt, was terminated in Q1 2023, resulting in **$2.5 million cash proceeds**[131](index=131&type=chunk) - A **one-percent increase** in one-month LIBOR would result in a net increase in interest expense of **$1.5 million** on an annualized basis for the Term Loan Facility[132](index=132&type=chunk) - The company is exposed to foreign currency risk from operating cash flows and intercompany transactions but did not hold any foreign currency derivatives as of March 31, 2023[133](index=133&type=chunk) [Item 4. Controls and Procedures](index=22&type=section&id=Item%204.%20Controls%20and%20Procedures) This section confirms that management, including the Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of disclosure controls and procedures, concluding they were effective as of March 31, 2023. No material changes to internal control over financial reporting occurred during the quarter - Disclosure controls and procedures were evaluated and concluded to be effective as of March 31, 2023[134](index=134&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended March 31, 2023[135](index=135&type=chunk) [PART II. OTHER INFORMATION](index=23&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section provides additional disclosures on legal proceedings, risk factors, equity transactions, and other required information [Item 1. Legal Proceedings](index=23&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference the disclosures regarding legal proceedings from Note 9 of the Condensed Consolidated Financial Statements - Legal proceedings are disclosed in Note 9 of the Condensed Consolidated Financial Statements[137](index=137&type=chunk) [Item 1A. Risk Factors](index=23&type=section&id=Item%201A.%20Risk%20Factors) This section highlights a new risk factor concerning the potential for assets held at financial institutions to exceed FDIC insurance coverage, citing recent bank failures as context for potential negative impacts on liquidity and operations - A new risk factor identifies that assets held at financial institutions may exceed FDIC insurance coverage, which could severely negatively affect operations and liquidity in the event of a bank failure[138](index=138&type=chunk) - Recent bank failures, such as Silicon Valley Bank and Signature Bank, underscore the potential for loss if deposits exceed insurance limits, although the company did not have funds deposited with these specific banks[138](index=138&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=23&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides information on shares purchased by the company during Q1 2023, which were primarily shares withheld to cover tax obligations upon the vesting of restricted stock awards Shares Purchased (Q1 2023) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :----------- | :------------------------------- | :--------------------------- | | January 2023 | — | $— | | February 2023 | 10,005 | $2.19 | | March 2023 | 73,721 | $1.02 | | **Total** | **83,726** | **$1.16** | - The shares purchased were withheld to pay for tax obligations due upon the vesting of restricted stock held by certain employees under the 2019 Omnibus Plan[140](index=140&type=chunk) [Item 3. Defaults Upon Senior Securities](index=23&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities[141](index=141&type=chunk) [Item 4. Mine Safety Disclosures](index=23&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that the item regarding mine safety disclosures is not applicable to the company - Mine Safety Disclosures are not applicable to the company[142](index=142&type=chunk) [Item 5. Other Information](index=24&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report under this item - No other information is reported under this item[143](index=143&type=chunk) [Item 6. Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including amended by-laws, common stock purchase warrants, and amendments to credit agreements - Key exhibits filed include Amended and Restated By-Laws, Common Stock Purchase Warrant, Amendment No. 2 to Term Loan Credit Agreement, Amendment No. 1 to Credit Agreement (ABL Facility), and Warrant Letter Agreement[144](index=144&type=chunk) [SIGNATURES](index=25&type=section&id=SIGNATURES) This section contains the official signatures of the company's principal executive and financial officers, certifying the accuracy and completeness of the quarterly report - The report was signed by Warren A. Veltman, President, Chief Executive Officer and Director, and Michael C. Felcher, Senior Vice President - Chief Financial Officer, on May 5, 2023[147](index=147&type=chunk)