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SEC Filings

8-K
NN INC filed this Form 8-K on 08/23/2017
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

(In thousands, except per share information)

Note 1 – Basis of Presentation

The historical consolidated financial statements have been adjusted in the pro forma condensed consolidated financial statements to give effect to pro forma events that are (1) directly attributable to the Transaction, (2) factually supportable and (3) with respect to the pro forma condensed consolidated statements of operations, expected to have a continuing impact on the Company.

The pro forma condensed consolidated financial statements do not necessarily reflect what the consolidated Company’s financial condition or results of operations would have been had the Transaction occurred on the dates indicated. They also may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The condensed consolidated pro forma financial information does not reflect the realization of any expected cost savings from the sale of the PBC Business.

As disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the “10-Q”), the Company corrected misstatements for prior periods by revising the condensed consolidated financial statements and other financial information included in the 10-Q. The accompanying pro forma condensed consolidated financial statements reflect the effect of the revision.

Note 2 – Disposition of Precision Bearing Components Business

The estimated net proceeds and gain on the sale of the PBC Business, based on the historical book balances of the PBC Business as of June 30, 2017, are as follows:

 

Proceeds from sale

   $ 387,630  

Net assets sold

     (174,146

Transaction costs (1)

     (5,675
  

 

 

 

Pre-tax estimated gain on sale

     207,809  

Provision for income taxes (2)

     71,469  
  

 

 

 

Estimated gain on sale

   $ 136,340  
  

 

 

 

 

  (1) Transaction costs include accounting, tax, valuation, consulting, legal and investment banking fees related to the sale of the PBC Business, including approximately $0.3 million of Transaction costs expensed prior to June 30, 2017.
  (2) Provision for income taxes was estimated using facts and circumstances available as of the date of this Current Report on Form 8-K.