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NN(NNBR) - 2021 Q1 - Quarterly Report
2021-05-07 14:41
PART I. FINANCIAL INFORMATION [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2021, including operations, balance sheets, equity, and cash flows [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)](index=3&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)%20(Unaudited)) The company reported increased net sales and significantly reduced losses from continuing and total operations in Q1 2021 Condensed Consolidated Statements of Operations (in thousands) | | Three Months Ended March 31, | | :--- | :--- | :--- | | | **2021** | **2020** | | **Net sales** | $126,804 | $116,213 | | Income (loss) from operations | $978 | $(103,850) | | Loss from continuing operations | $(4,913) | $(108,077) | | Loss from discontinued operations, net of tax | — | $(140,114) | | **Net loss** | **$(4,913)** | **$(248,191)** | | Net loss per common share | $(0.46) | $(5.96) | [Condensed Consolidated Balance Sheets (Unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(Unaudited)) Total assets slightly decreased, while liabilities significantly increased due to debt refinancing, impacting stockholders' equity as of March 31, 2021 Condensed Consolidated Balance Sheets (in thousands) | | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total current assets** | $222,496 | $215,218 | | **Total assets** | **$622,316** | **$624,962** | | **Total current liabilities** | $98,070 | $103,231 | | **Total liabilities** | **$340,703** | **$265,724** | | **Total stockholders' equity** | $234,755 | $254,152 | [Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statement%20of%20Changes%20in%20Stockholders'%20Equity%20(Unaudited)) Total stockholders' equity decreased in Q1 2021, primarily due to net loss and accrued preferred stock dividends - The main drivers for the change in stockholders' equity during Q1 2021 were the net loss of **$4.9 million** and accrued preferred stock dividends of **$14.5 million**[18](index=18&type=chunk) [Condensed Consolidated Statements of Cash Flows (Unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(Unaudited)) Net cash provided by operations, used in investing, and provided by financing activities resulted in a decrease in cash and cash equivalents for Q1 2021 Condensed Consolidated Statements of Cash Flows (in thousands) | | Three Months Ended March 31, | | :--- | :--- | :--- | | | **2021** | **2020** | | Net cash provided by operating activities | $7,884 | $10,224 | | Net cash used in investing activities | $(20,877) | $(11,178) | | Net cash provided by financing activities | $9,628 | $53,900 | | **Net change in cash and cash equivalents** | **$(5,105)** | **$47,511** | | Cash and cash equivalents at end of period | $43,033 | $79,214 | [Notes to Condensed Consolidated Financial Statements (Unaudited)](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section provides detailed explanations for financial statement line items, covering business divestiture, debt refinancing, and preferred stock issuance - In October 2020, the company sold its Life Sciences business for **$753.3 million** in cash, with a potential earnout of up to **$70 million**[30](index=30&type=chunk) - In March 2021, the company entered into a new **$150.0 million** Term Loan Facility and a **$50.0 million** ABL Facility, using the proceeds to terminate its previous credit facility[54](index=54&type=chunk) - In March 2021, the company issued **65,000 shares** of Series D Perpetual Preferred Stock for **$65 million** and used the proceeds to redeem all outstanding Series B Convertible Preferred Stock[78](index=78&type=chunk)[83](index=83&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q1 2021 operational and financial results, highlighting increased net sales, debt and preferred stock refinancing, and ongoing COVID-19 impacts - Net sales increased by **$10.6 million (9%)** in Q1 2021 compared to Q1 2020, primarily due to a **$11.2 million** increase in organic volume from the recovering automotive industry[156](index=156&type=chunk) - The company refinanced its credit facility and preferred stock in Q1 2021, entering a new **$150.0 million** term loan and a **$50.0 million** ABL facility, and issuing new Series D Preferred Stock to redeem the existing Series B[148](index=148&type=chunk)[149](index=149&type=chunk)[153](index=153&type=chunk) - The COVID-19 pandemic continues to create disruptions, including a worldwide semiconductor chip shortage affecting customer volumes[145](index=145&type=chunk) Segment Performance - Q1 2021 vs Q1 2020 (in thousands) | Segment | Net Sales Q1 2021 | Net Sales Q1 2020 | Income from Ops Q1 2021 | Income (Loss) from Ops Q1 2020 | | :--- | :--- | :--- | :--- | :--- | | **Mobile Solutions** | $77,776 | $69,884 | $6,090 | $264 | | **Power Solutions** | $49,075 | $46,401 | $2,432 | $(90,334)* | *Includes $92.9M goodwill impairment [Quantitative and Qualitative Disclosures About Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate and foreign currency risks, managing interest rate risk through debt structure and having terminated its interest rate swap - The company terminated its fixed-rate interest rate swap agreement on March 22, 2021, in conjunction with its debt refinancing[185](index=185&type=chunk) - At March 31, 2021, the company had **$150.0 million** of principal outstanding under its new Term Loan Facility, with a **1.00% LIBOR floor** limiting interest expense increase to **$0.2 million** for a one-percent LIBOR rise[187](index=187&type=chunk) - The company is exposed to foreign currency risk from its international operations but did not hold any foreign currency derivatives as of March 31, 2021[188](index=188&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during Q1 2021 - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2021[189](index=189&type=chunk) - No changes occurred during the quarter ended March 31, 2021, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[190](index=190&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings) This section incorporates by reference disclosures on legal proceedings, including tax disputes and lawsuits related to business transactions - The company is engaged in certain legal proceedings, which are detailed in Note 11 of the Notes to Condensed Consolidated Financial Statements[193](index=193&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred to the risk factors previously disclosed in the company's 2020 Annual Report on Form 10-K - No material changes to the risk factors disclosed in the 2020 Annual Report have occurred[194](index=194&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) During the quarter, the company withheld shares to satisfy tax obligations related to the vesting of restricted stock for employees Issuer Purchases of Equity Securities (Q1 2021) | Period | Total Number of Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | January 2021 | — | $ — | | February 2021 | 43,473 | $6.81 | | March 2021 | 6,188 | $7.82 | | **Total** | **49,661** | **$6.94** | - Shares were withheld to pay for tax obligations due upon the vesting of restricted stock under the NN, Inc. 2019 Omnibus Incentive Plan[194](index=194&type=chunk) [Defaults Upon Senior Securities](index=33&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the reporting period - None[195](index=195&type=chunk) [Mine Safety Disclosures](index=33&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company's operations - Not applicable[196](index=196&type=chunk) [Other Information](index=33&type=section&id=Item%205.%20Other%20Information) No other material information is reported in this section - None[197](index=197&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including documents related to preferred stock, credit agreements, and officer certifications - Key exhibits filed include the Certificate of Designation for Series D Preferred Stock, the new Term Loan Credit Agreement, the new ABL Credit Agreement, and certifications by the CEO and CFO[200](index=200&type=chunk) [Signatures](index=35&type=section&id=SIGNATURES)
NN(NNBR) - 2020 Q4 - Annual Report
2021-03-15 15:08
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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) Delaware 62-1096725 (State or other jurisdiction of inco ...
NN(NNBR) - 2020 Q4 - Earnings Call Presentation
2021-03-13 00:16
Q4 2020 Earnings Presentation Forward Looking Statement & Disclosures 2 Forward Looking Statement: With the exception of the historical information contained in this presentation, the matters described herein contain forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties that may cause actual results to be materially different from such forward-looking stat ...
NN(NNBR) - 2020 Q4 - Earnings Call Transcript
2021-03-12 20:14
NN, Inc. (NASDAQ:NNBR) Q4 2020 Earnings Conference Call March 12, 2021 9:00 PM ET Company Participants Mark Schuermann - Vice President Treasurer and Investor Relations Warren Veltman - President and Chief Executive Officer Tom DeByle - Senior Vice President and Chief Financial Officer Conference Call Participants Daniel Moore - CJS Securities Rob Brown - Lake Street Capital Markets Steve Barger - KeyBanc Capital Markets Operator Good day, and welcome to the NN Inc's Fourth Quarter 2020 Earnings Conference. ...
NN(NNBR) - 2020 Q3 - Earnings Call Transcript
2020-11-08 13:01
NN, Inc. (NASDAQ:NNBR) Q3 2020 Earnings Conference Call November 6, 2020 9:00 AM ET Company Participants Mark Schuermann - Vice President Treasurer & Investor Relations Warren Veltman - President & Chief Executive Officer Tom DeByle - Senior Vice President & Chief Financial Officer Conference Call Participants Daniel Moore - CJS Securities Ken Newman - KeyBanc Capital Markets Daniel Moore - CJS Securities Steve Barger - KeyBanc Capital Markets Operator Good day, and welcome to the NN Third Quarter 2020 Earn ...
NN(NNBR) - 2020 Q3 - Quarterly Report
2020-11-06 20:50
Table of Contents 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 September 30, 2020 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 o ...
NN(NNBR) - 2020 Q2 - Quarterly Report
2020-08-07 18:59
Table of Contents 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, 2020 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 (980) 264-4300 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) ...
NN(NNBR) - 2020 Q1 - Quarterly Report
2020-05-11 18:59
Table of Contents 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 March 31, 2020 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) Delaware 62-1096725 (State or other jurisdiction of ...
NN(NNBR) - 2019 Q4 - Annual Report
2020-03-16 17:31
Part I [Business](index=4&type=section&id=Item%201.%20Business) NN, Inc. is a global diversified industrial company manufacturing high-precision components across three segments: Life Sciences, Mobile Solutions, and Power Solutions Business Segments Overview | Segment | Focus End Markets | Key Products | | :--- | :--- | :--- | | **Life Sciences** | Medical (Orthopaedics, Medical/Surgical) | Surgical knives, bioresorbable implants, orthopaedic implants and tools, drug delivery devices | | **Mobile Solutions** | General Industrial, Automotive | Components for fuel systems, engines, transmissions, power steering, and electromechanical motors | | **Power Solutions** | Electrical, Aerospace & Defense | Electrical contacts, connectors, precision stampings, and high-precision products for flight control and military devices | - The company's competitive strengths are rooted in its ability to produce high-precision parts with tolerances of less than one micron, its focus on system-critical components with high costs of failure, and its engagement with customers throughout the entire product lifecycle, from design to post-production[21](index=21&type=chunk)[22](index=22&type=chunk)[24](index=24&type=chunk) - In 2019, the top ten customers accounted for approximately **52%** of net sales. Sales to affiliates of Johnson & Johnson were **$93.1 million**, representing **11.0%** of consolidated net sales, primarily within the Life Sciences and Power Solutions segments[30](index=30&type=chunk) - As of December 31, 2019, the company employed **5,418** full and part-time employees and **369** temporary workers. A minority of employees in France, Brazil, Mexico, and one U.S. plant are unionized[33](index=33&type=chunk) Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Warren A. Veltman | 58 | President and Chief Executive Officer | | Thomas D. DeByle | 60 | Senior Vice President and Chief Financial Officer | | John R. Buchan | 58 | Executive Vice President – Mobile Solutions and Power Solutions | | Christopher J. Qualters | 52 | Executive Vice President – Life Sciences | | Matthew S. Heiter | 59 | Senior Vice President and General Counsel | | D. Gail Nixon | 49 | Senior Vice President and Chief Human Resources Officer | [Risk Factors](index=10&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant operational, legal, financial, and internal control risks, including customer concentration, pandemic disruptions, substantial debt, and material weaknesses in financial reporting - The company is heavily dependent on a few major customers, with the ten largest accounting for about **52%** of consolidated net sales in 2019. The loss of a major customer would materially harm revenue and profitability[56](index=56&type=chunk) - Operations are exposed to disruptions from health pandemics, such as the coronavirus, which has impacted facilities in China and suppliers in Italy, potentially harming the global economy and demand for the company's products[58](index=58&type=chunk)[59](index=59&type=chunk) - The company's strategic review, initiated in November 2019 to evaluate options for reducing leverage, carries risks such as management distraction, difficulty retaining key employees, and potential negative market reactions[69](index=69&type=chunk) - Management identified material weaknesses in internal control over financial reporting as of December 31, 2019. If not remediated, these weaknesses could lead to future material misstatements in financial statements[76](index=76&type=chunk) - As of December 31, 2019, the company had approximately **$793.2 million** of indebtedness outstanding. This high degree of leverage increases vulnerability to adverse economic conditions and restricts financial flexibility[79](index=79&type=chunk) [Unresolved Staff Comments](index=18&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - There are no unresolved staff comments[105](index=105&type=chunk) [Properties](index=18&type=section&id=Item%202.%20Properties) As of December 31, 2019, the company operated 50 owned or leased facilities across seven countries, segmented by business group - The company operates **50** owned or leased facilities in seven countries as of December 31, 2019[106](index=106&type=chunk) Facility Count by Segment | Segment | Number of Facilities | | :--- | :--- | | Life Sciences Group | 17 | | Mobile Solutions Group | 17 | | Power Solutions Group | 15 | | Joint Venture | 1 | [Legal Proceedings](index=19&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in a pre-acquisition tax dispute in Brazil and a class-action lawsuit related to a 2018 stock offering, both of which it intends to vigorously defend - A pre-acquisition tax matter in Brazil regarding ICMS (VAT) tax credits has a potential loss range of **$0 to $6.0 million**. The company believes a loss is not probable and is entitled to indemnification from the former shareholders of Autocam[110](index=110&type=chunk)[112](index=112&type=chunk)[113](index=113&type=chunk) - A class-action complaint was filed in November 2019 alleging violations of the Securities Act of 1933 related to the company's September 2018 public stock offering. The company believes the allegations are without merit and intends to defend itself vigorously[114](index=114&type=chunk) [Mine Safety Disclosures](index=20&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[116](index=116&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=20&type=section&id=Item%205.%20Market%20for%20the%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) NN, Inc.'s common stock trades on Nasdaq under "NNBR", with its five-year cumulative total return significantly underperforming both the S&P SmallCap 600 and a peer group - The company's common stock is traded on the Nasdaq Stock Market under the symbol **"NNBR"**[118](index=118&type=chunk) Five-Year Cumulative Total Shareholder Return Comparison | Year | NN, Inc. | Peer Group | S&P SmallCap 600 | | :--- | :--- | :--- | :--- | | 2014 | $100.00 | $100.00 | $100.00 | | 2015 | $78.47 | $84.96 | $98.03 | | 2016 | $95.48 | $99.66 | $124.07 | | 2017 | $139.88 | $125.83 | $140.48 | | 2018 | $34.67 | $103.12 | $128.57 | | 2019 | $48.99 | $147.11 | $157.86 | [Selected Financial Data](index=21&type=section&id=Item%206.%20Selected%20Financial%20Data) This section provides a five-year financial summary (2015-2019) highlighting net sales growth, significant losses from continuing operations due to goodwill impairment, and changes in assets and long-term obligations Selected Financial Data (Years Ended December 31, in thousands) | Metric | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | **Net sales** | $847,451 | $770,657 | $619,793 | $584,954 | $405,443 | | **Goodwill impairment** | $— | $182,542 | $— | $— | $— | | **Income (loss) from operations** | $9,889 | $(179,864) | $31,780 | $34,779 | $58 | | **Income (loss) from continuing operations** | $(46,741) | $(262,987) | $24,549 | $(9,490) | $(24,375) | | **Total assets** | $1,541,984 | $1,500,902 | $1,473,709 | $1,358,274 | $1,388,337 | | **Long-term obligations** | $769,477 | $817,549 | $792,499 | $788,953 | $802,011 | - In 2018, the company recognized goodwill impairment charges of **$182.5 million**[126](index=126&type=chunk) - In 2017, the company completed the sale of its global precision bearing components (PBC) business, recording an after-tax gain of **$127.7 million**, which is reflected in income from discontinued operations[127](index=127&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses 2019 financial performance, including sales growth driven by acquisitions, a reduced net loss, strategic focus on growth and debt reduction, and liquidity management efforts amid restrictive debt covenants and potential coronavirus impacts - Management's long-term objectives include organic growth, improved operating margins, cost reduction, efficient capital deployment, and debt reduction[131](index=131&type=chunk) - In December 2019, the company issued **$100 million** of Series B convertible preferred stock and warrants, receiving net proceeds of **$95.7 million** used for debt repayment and general corporate purposes[150](index=150&type=chunk)[151](index=151&type=chunk) - The coronavirus outbreak led to temporary closures of production facilities in China in early 2020. While most employees have returned, the company warns that a worsening situation could have a material adverse effect on results[152](index=152&type=chunk) - In November 2019, the company initiated a strategic review to evaluate options to reduce leverage and enhance shareholder value, including the potential sale of part or all of the company[184](index=184&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) In 2019, net sales increased by **$76.8 million** (10.0%) to **$847.5 million**, driven by acquisitions and Life Sciences growth, resulting in a net loss of **$46.7 million**, a significant improvement from the **$263.0 million** loss in 2018 Consolidated Results of Operations Comparison (2019 vs. 2018, in thousands) | Line Item | 2019 | 2018 | $ Change | | :--- | :--- | :--- | :--- | | **Net sales** | $847,451 | $770,657 | $76,794 | | **Cost of sales** | $641,639 | $589,181 | $52,458 | | **Goodwill impairment** | $— | $182,542 | $(182,542) | | **Income (loss) from operations** | $9,889 | $(179,864) | $189,753 | | **Net loss** | $(46,741) | $(262,987) | $216,246 | Segment Performance (2019 vs. 2018, in thousands) | Segment | 2019 Net Sales | 2018 Net Sales | 2019 Income from Ops | 2018 Income (Loss) from Ops | | :--- | :--- | :--- | :--- | :--- | | **Life Sciences** | $359,732 | $248,173 | $28,157 | $19,136 | | **Mobile Solutions** | $297,749 | $335,037 | $9,553 | $(55,079) | | **Power Solutions** | $192,100 | $189,778 | $13,881 | $(95,115) | - The Life Sciences segment's net sales increased by **$111.6 million**, driven by **$71.4 million** from acquisitions (Paragon Medical and Bridgemedica) and a **$41.4 million** increase in organic growth[170](index=170&type=chunk) - The Mobile Solutions segment's net sales decreased by **$37.3 million** due to lower demand in North American and European automotive markets and unfavorable foreign exchange effects[173](index=173&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) The company manages liquidity through cash from operations and its Senior Secured Revolver, having amended its credit facility with more restrictive covenants, and implemented a mitigation plan including expense reductions and preferred stock issuance to manage debt - Cash provided by operations was **$49.2 million** in 2019, compared to **$40.9 million** in 2018, primarily due to improved gross margin[180](index=180&type=chunk) - The company amended its Credit Agreement in December 2019, extending the revolver maturity to July 2022 and the Incremental Term Loan to October 2022, but also establishing more restrictive leverage ratio covenants[185](index=185&type=chunk) - Management has a plan to mitigate the risk of noncompliance with financial covenants, which includes cost reductions, repatriating cash from overseas, managing working capital, and selling underutilized properties[186](index=186&type=chunk) Contractual Obligations as of December 31, 2019 (in thousands) | Obligation | Total | Less than 1 year | 1-3 years | 3-5 years | After 5 years | | :--- | :--- | :--- | :--- | :--- | :--- | | **Long-term debt** | $793,247 | $19,160 | $767,939 | $2,347 | $3,801 | | **Expected interest payments** | $162,496 | $60,639 | $101,447 | $195 | $215 | | **Operating leases** | $109,212 | $12,229 | $22,174 | $18,535 | $56,274 | | **Total** | **$1,083,198** | **$96,335** | **$900,110** | **$26,191** | **$60,562** | [Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to interest rate and foreign currency risks, having hedged **$700.0 million** of variable-rate debt with a fixed-rate swap, while holding no currency derivatives as of December 31, 2019 - In February 2019, the company entered into a **$700.0 million** fixed-rate interest rate swap agreement to convert a portion of its variable-rate debt to a fixed rate of **2.4575%** through October 19, 2022[202](index=202&type=chunk) - As of December 31, 2019, **$700.0 million** of the company's outstanding principal was hedged. A one-percent increase in the interest rate on the remaining unhedged variable rate borrowings would increase annualized interest expense by **$0.8 million**[204](index=204&type=chunk) - The company is exposed to foreign currency transaction and translation risk due to its international operations. As of December 31, 2019, no currency derivatives were in place to hedge this exposure[205](index=205&type=chunk) [Financial Statements and Supplementary Data](index=35&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for 2017-2019, noting the auditor's adverse opinion on internal controls due to material weaknesses, despite an unqualified opinion on the financial statements, which show significant net losses in 2018 and 2019 - The independent auditor, PricewaterhouseCoopers LLP, issued an opinion that the company did not maintain effective internal control over financial reporting as of December 31, 2019, due to multiple material weaknesses[212](index=212&type=chunk)[213](index=213&type=chunk) - The material weaknesses identified by the auditor relate to an ineffective control environment, inadequate monitoring controls over the Paragon Medical business, deficiencies in IT general controls, and intentional override of inventory controls at a foreign subsidiary[212](index=212&type=chunk) Consolidated Statement of Operations Highlights (in thousands) | Line Item | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | **Net sales** | $847,451 | $770,657 | $619,793 | | **Income (loss) from operations** | $9,889 | $(179,864) | $31,780 | | **Income (loss) from continuing operations** | $(46,741) | $(262,987) | $24,549 | | **Net income (loss)** | $(46,741) | $(262,987) | $162,237 | Consolidated Balance Sheet Highlights (in thousands) | Line Item | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Total current assets** | $302,980 | $296,203 | | **Total assets** | $1,541,984 | $1,500,902 | | **Total current liabilities** | $139,481 | $145,030 | | **Long-term debt, net of current portion** | $757,440 | $811,471 | | **Total liabilities** | $1,095,695 | $1,081,631 | | **Total stockholders' equity** | $353,277 | $419,271 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=80&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[466](index=466&type=chunk) [Controls and Procedures](index=80&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2019, due to material weaknesses in internal control over financial reporting, for which remediation plans are underway - The CEO and CFO concluded that disclosure controls and procedures were not effective as of December 31, 2019, due to material weaknesses in internal control over financial reporting[467](index=467&type=chunk) - Material weaknesses identified include: an ineffective control environment (lack of sufficient qualified personnel), ineffective monitoring controls over the Paragon Medical business, and ineffective IT general controls at Paragon Medical[471](index=471&type=chunk)[472](index=472&type=chunk) - A material weakness was identified at a smaller foreign subsidiary where employees intentionally circumvented inventory controls, resulting in unsupported inventory counts and adjustments, which led to a revision of prior period financial statements[473](index=473&type=chunk) - Management has begun remediation efforts, which include hiring qualified finance professionals, reorganizing teams at Paragon Medical, and providing enhanced training on inventory procedures[477](index=477&type=chunk)[478](index=478&type=chunk) [Other Information](index=82&type=section&id=Item%209B.%20Other%20Information) The company reports no other information under this item - None[481](index=481&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=82&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, executive officers, and corporate governance is incorporated by reference from the company's definitive proxy statement - Information required by this item is incorporated by reference from the company's definitive proxy statement[483](index=483&type=chunk) [Executive Compensation](index=83&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the company's definitive proxy statement - Information required by this item is incorporated by reference from the company's definitive proxy statement[486](index=486&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=83&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information on security ownership is incorporated by reference from the company's definitive proxy statement, detailing outstanding equity compensation and securities available for future issuance - Information on security ownership is incorporated by reference from the company's definitive proxy statement[487](index=487&type=chunk) Equity Compensation Plan Information (in thousands) | Plan Category | Securities to be issued upon exercise | Weighted-average exercise price | Securities remaining available for future issuance | | :--- | :--- | :--- | :--- | | **Approved by security holders** | 775 | $13.24 | 3,635 | | **Not approved by security holders** | — | — | — | | **Total** | **775** | **$13.24** | **3,635** | [Certain Relationships and Related Transactions, and Director Independence](index=83&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the company's definitive proxy statement - Information required by this item is incorporated by reference from the company's definitive proxy statement[489](index=489&type=chunk)[490](index=490&type=chunk) [Principal Accountant Fees and Services](index=83&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the company's definitive proxy statement - Information required by this item is incorporated by reference from the company's definitive proxy statement[491](index=491&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=84&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the financial statements and exhibits filed as part of the Form 10-K, with schedules included in the Notes to Consolidated Financial Statements - This section lists the financial statements and exhibits filed with the report[493](index=493&type=chunk) [Form 10-K Summary](index=84&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K summary is provided - None[494](index=494&type=chunk)
NN(NNBR) - 2019 Q3 - Quarterly Report
2019-11-08 13:57
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION ☐ 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) 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 Septem ...