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SEC Filings

10-Q
NN INC filed this Form 10-Q on 08/14/2017
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Cash used by investing activities was $20.3 million for the six months ended June 30, 2017, compared with cash used by investing activities of $16.4 million for the six months ended June 30, 2016. The primary difference was capital spending related to growth programs and China’s improvement projects.

Cash provided by financing activities was $39.8 million for the six months ended June 30, 2017, compared with cash provided by financing activities of $6.8 million for the six months ended June 30, 2016. The driver in 2017 was primarily related to net proceeds of debt to fund the Senior Notes call premium.

Liquidity and Capital Resources

On April 3, 2017, we redeemed our Senior Notes for $281.6 million resulting in a loss on debt extinguishment of $36.3 million, including $31.6 million cash paid for the call premium and $4.7 million non-cash write-off of unamortized debt issuance costs. The Senior Notes were redeemed and the call premium was paid with the proceeds of a new $300.0 million Incremental Term Loan that was added by amendment to our existing credit facility. The Incremental Term Loan bears interest at the lower of 0.75% or one-month LIBOR, plus 3.75%, and matures on April 3, 2021, with payments of $3.0 million due quarterly. Concurrent with the amendment, the Senior Secured Revolver was reduced from $143.0 million to $100.0 million until such time as a certain leverage ratio covenant threshold has been met for four consecutive fiscal quarters. Upon satisfaction of the ratio threshold, the Senior Secured Revolver may be restored to $143.0 million. In connection with the amendment, we paid $6.5 million in debt issuance costs of which $4.0 million was recorded as a direct reduction to the carrying amount of the associated debt and $2.5 million was recognized as a loss on modification of the Senior Secured Term Loan. Debt issuance costs related to the amendment were paid with proceeds from the Incremental Term Loan. Also in connection with the amendment, we wrote off $0.8 million of unamortized debt issuance costs related to the modification of the Senior Secured Revolver.

Aggregate amounts outstanding under our Senior Secured Term Loan, Incremental Term Loan, and our Senior Secured Revolver as of June 30, 2017, were $871.0 million (without regard to debt issuance costs). As of June 30, 2017, we could borrow up to $56.2 million under our Senior Secured Revolver, subject to certain limitations. The $56.2 million of availability is net of $10.4 million of outstanding letters of credit at June 30, 2017, which are considered as usage of the Senior Secured Revolver.

Our Senior Secured Term Loan requires us to pay quarterly 0.25% (or $1.4 million) of the initial principal amount through September 30, 2022 with the remaining principal amount due on the maturity date. Additionally, if LIBOR is less than 0.75%, we pay 5.00% per annum in interest. If the LIBOR exceeds 0.75%, then the rate will be the variable LIBOR rate plus an applicable margin of 4.25%. Based on the outstanding balance at June 30, 2017, annual interest payments would have been $29.6 million.

Our Incremental Term Loan requires us to make quarterly payments of $3.0 million through March 31, 2021. If LIBOR is less than 0.75%, then we pay 4.50% per annum in interest. If LIBOR exceeds 0.75%, then we pay the variable LIBOR rate plus an applicable margin of 3.75%. Based on the outstanding balance at June 30, 2017, annual interest payments would have been $14.8 million.

Our Senior Secured Revolver requires us to pay interest at a rate of LIBOR plus an applicable margin of 3.50%. Based on the outstanding balance at June 30, 2017, annual interest payments would have been $1.6 million.

Our Senior Notes required us to pay annual interest of 10.25% payable semi-annually in arrears on May 1 and November 1 of each year. Upon redemption of the Senior Notes, we paid interest of $10.8 million for the period November 1, 2016 through April 3, 2017.

We believe that funds generated from our consolidated operations will provide sufficient cash flow to service the required debt and interest payments under these facilities.

Our arrangements with our domestic customers typically provide that payments are due within 30 to 60 days following the date of our shipment of goods, while arrangements with foreign customers of our domestic business (other than foreign customers that have entered into an inventory management program with us) generally provide that payments are due within 60 to 120 days following the date of shipment to allow for additional transit time and customs clearance. Under the Precision Bearing Components Group’s inventory management program with certain customers, payments typically are due within 30 days after the customer uses the product. Our arrangements with European customers regarding due dates vary from 30 to 90 days following date of sale for European based customers and 60 to 120 days from customers outside of Europe to allow for additional transit time and customs clearance.

Our sales and receivables can be influenced by seasonality due to our relative percentage of European business coupled with many foreign customers slowing production during the month of August.

We invoice and receive payment from many of our customers in euros as well as other currencies. Additionally, we are party to various third party and intercompany loans, payables and receivables denominated in currencies other than the U.S. dollar. As a result of these sales, loans, payables and receivables, our foreign exchange transaction and translation risk has increased. Various strategies to manage this risk are available to management including producing and selling in local currencies and hedging programs. As of June 30, 2017, no currency hedges were in place. In addition, a strengthening of the U.S. dollar and/or euro against foreign currencies could impair our ability to compete with international competitors for foreign as well as domestic sales.

 

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