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SEC Filings

10-Q
NN INC filed this Form 10-Q on 08/14/2017
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Table of Contents

The following table provides a reconciliation of option activity for the six months ended June 30, 2017:

 

Options

   Shares (000)      Weighted-
Average
Exercise
Price
(per share)
     Weighted-
Average
Remaining
Contractual
Term (years)
     Aggregate
Intrinsic Value
 

Outstanding at January 1, 2017

     897      $ 12.22        

Granted

     126        24.20        

Exercised

     (220      11.81        

Forfeited or expired

     (6      7.72        
  

 

 

    

 

 

       

Outstanding at June 30, 2017

     797      $ 14.22        6.6      $ 10,538 (1) 
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at June 30, 2017

     555      $ 12.17        5.5      $ 8,490 (1) 
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1)  The intrinsic value is the amount by which the market price of our stock was greater than the exercise price of any individual option grant at June 30, 2017.

Restricted Stock

During the six months ended June 30, 2017, we granted 85,393 restricted stock awards to non-executive directors, officers and certain other key employees. The shares of restricted stock granted during the six months ended June 30, 2017, vest pro-rata over three years for officers and certain other key employees and over one year for non-executive directors. The fair value of the shares issued was determined by using the closing price of our common stock as of the date of grant. The weighted average grant date value of restricted stock granted in the six months ended June 30, 2017, was $24.29 per share.

Performance Share Units

During the six months ended June 30, 2017, we granted 98,618 performance share units to officers and certain other key employees. The performance share units granted will be satisfied in the form of shares of common stock during 2020 if certain performance and/or market conditions are met. We are recognizing the compensation expense over the three-year period in which the performance and market conditions are measured. The fair value per share of the performance share units issued was determined by using the grant date closing price of our common stock for the units with a performance condition, or $24.20, and a Monte Carlo valuation model for the units that have a market condition, or $29.84.

Note 9. Income Taxes

Our effective tax rate was 29% for the three and six months ended June 30, 2017. Our effective tax rate was 48% and 2% for the three and six months ended June 30, 2016, respectively. The loss on extinguishment of our Senior Notes impacted the 2017 tax rate and was treated as a discrete item during the three months ended June 30, 2017. The 2016 effective rate was impacted by changes in forecasted income and loss and driven by the application of the three- and six-month results against the permanent book to tax differences. The effective tax rates for 2017 and 2016 differ from the U.S. federal statutory rate of 34% due primarily to our earnings outside the United States that are indefinitely reinvested and taxed at rates lower than the U.S. federal statutory rate.

Management believes that it is reasonably possible that the amount of unrecognized income tax benefits and interest may decrease during the next 12 months by approximately $0.6 million related to the expiration of the statutes of limitations, of which $0.5 million would reduce income tax expense.

Note 10. Commitments and Contingencies

Brazil ICMS Tax Matter

Prior to our acquisition of Autocam, Autocam’s Brazilian subsidiary received notification from the Brazilian tax authorities regarding ICMS (state value added tax or VAT) tax credits claimed on intermediary materials (tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing process. Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process.

 

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