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NN(NNBR) - 2023 Q4 - Annual Report
2024-03-12 17:09
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)
NN(NNBR) - 2023 Q4 - Annual Results
2024-03-11 21:20
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 ...
NN(NNBR) - 2023 Q3 - Earnings Call Presentation
2023-11-07 20:15
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 (+) ...
NN(NNBR) - 2023 Q3 - Quarterly Report
2023-11-07 16:54
☒ 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 ...
NN(NNBR) - 2023 Q2 - Quarterly Report
2023-08-04 16:37
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 ...
NN(NNBR) - 2023 Q1 - Earnings Call Transcript
2023-05-05 22:05
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]
NN(NNBR) - 2023 Q1 - Earnings Call Presentation
2023-05-05 20:04
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]
NN(NNBR) - 2023 Q1 - Quarterly Report
2023-05-05 16:41
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, 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) Indicate by check mark whether the registrant has submitted electroni ...
NN(NNBR) - 2022 Q4 - Annual Report
2023-03-10 21:45
UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Exact name of registrant as specified in its charter) 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, 2022 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 001-39268 NN, Inc. Delaware 62-1096725 (State or other jurisdiction of incorporation or organ ...
NN(NNBR) - 2022 Q2 - Quarterly Report
2022-08-05 17:19
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, 2022 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 ...