UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest
event reported): May 6, 2009
NN,
INC.
(Exact name of registrant as specified in its
charter)
| Delaware | 0-23486 | 62-1096725 |
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
|
2000 Waters Edge Drive
Johnson City, Tennessee
|
37604 | |
|
(Address of
principal executive offices)
|
(Zip
Code)
|
Registrant's telephone number, including area
code: (423)743-9151
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the obligation of the
registrant under any of the following provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17CFT
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17CFT 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFT
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13c-4(c) under the Exchange Act (17CFT
240.13c-4(c))
ITEM 2.02 RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
NN, Inc. issued a press release dated May
6, 2009 regarding its earnings for the quarter ended
March 31, 2009.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
The following exhibit is furnished pursuant to Item 2.02, is not considered
"filed" under the Securities Exchange Act of 1934, as amended, and shall not be
incorporated by reference into any of the previous or future filings of NN, Inc.
under the Securities Act of 1933, as amended, or the Exchange Act.
Exhibit:
Exhibit
Number Description of Exhibit
99.1
Press Release of NN, Inc. dated May 6, 2009.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| NN, INC. | |||
|
Date: May
6, 2009
|
By:
|
/s/ William C. Kelly, Jr. | |
| Name : William C. Kelly, Jr. | |||
| Title : Vice President and Chief Administrative Officer | |||
EXHIBIT
99.1
RE: NN, Inc.
2000 Waters
Edge Drive
Johnson City,
TN 37604
0;
FOR
FURTHER INFORMATION:
| AT THE COMPANY | AT FINANCIAL RELATIONS BOARD |
| Will Kelly | Marilynn Meek |
| Vice President and Chief Administrative Officer | (General info) |
| (423) 743-9151 | (212) 827-3773 |
FOR
IMMEDIATE RELEASE
May 6,
2009
NN,
INC. REPORTS FIRST QUARTER REVENUES AND EARNINGS
First
Quarter 2009 Revenues Down 52.3% to $57.9 Million; Net Loss of $0.59 per Diluted
Share
Johnson City, Tenn, May 6, 2008
– NN, Inc. (Nasdaq: NNBR) today reported its financial results for the
first quarter ended March 31, 2009. Net sales for the first quarter
of 2009 were $57.9 million, down $63.6 million, or 52.3% as compared to $121.5
million for the same period of 2008. Approximately $61.0 million of
the decrease was attributed to the continued reduction in demand for the
Company’s products caused by the extremely weak global economies and automotive
and industrial end markets. Foreign currency translation accounted
for an additional $4.4 million of the reduction in net sales. These
decreases were slightly offset by positive pricing and the pass through of raw
material price increases of $1.8 million.
Net loss
for the first quarter of 2009 was $9.5 million, or $0.59 per diluted share as
compared to net income of $5.1 million, or $0.32 per diluted share for the first
quarter of 2008. Non-operating items included in the results for the
quarter were the write-off of unamortized loan costs associated with the prior
credit agreement of $0.4 million after-tax, or $0.02 per diluted share and
restructuring costs associated with the previously announced closing of our
Kilkenny, Ireland and Hamilton, Ohio facilities of $0.5 million after-tax, or
$0.03 per diluted share.
James H.
Dorton, Vice President and Chief Financial Officer commented, “The negative
effects of the sudden and dramatic reductions in demand that we first felt in
the fourth quarter of 2008 continued to accelerate into the first quarter of
2009. Further, we believe that in addition to an actual decline in
demand of approximately 30% to 40%, our markets are experiencing a significant
inventory destocking effect throughout the supply chain. This effect
has resulted in an additional sales decline of 10% to 20%, which accounts for
our 52% decline in revenue from the first quarter of 2008.”
1
Mr.
Dorton continued, “As a percentage of net sales, 2009 first quarter cost of
goods sold was 96.8% as compared to 79.4% for last year’s first
quarter. This reflects the impact of the deleveraging of production
efficiencies, mainly in fixed costs and variable labor, due to the large drop in
volume we have experienced. As a percentage of net sales, selling,
general and administrative expenses for the first quarter were 11.9% as compared
to 8.4% for the same period in 2008, again reflecting the deleveraging effect of
the volume reductions. It is important to note that SG&A expenses
were actually down by approximately $3.3 million over the same period in
2008. Approximately $0.5 million of the reduction was due to the
effect of foreign currency exchange rates with the remaining $2.8 million due to
salary reductions and discretionary spending cuts.”
Mr.
Dorton concluded, “On March 16 of this year, we announced that we had revised
and amended our credit agreements. The terms of these agreements were
revised to reflect the current economic and business conditions and to assure
that we have sufficient credit available to us to manage through the current
economic recession.”
Roderick
R. Baty, Chairman and Chief Executive Officer commented, “Although we anticipate
the destocking of inventory that has negatively affected demand from our
customers during the last two quarters to end in the second quarter, we have
seen no signs that the current economic conditions will improve in the near
term. We therefore are assuming the worst case scenario, which is
that the levels of demand we experienced in the first quarter will persist for
the remainder of 2009. Consequently, we will continue to aggressively
cut costs and maximize our cash flow to protect our liquidity
situation. These steps will help to ensure that NN will emerge from
this recession as a stronger and leaner Company.”
NN, Inc.
manufacturers and supplies high precision metal bearing components, industrial
plastic and rubber products and precision metal components to a variety of
markets on a global basis. Headquartered in Johnson City, Tennessee,
NN has 14 manufacturing plants in the United States, Western Europe, Eastern
Europe and China. NN, Inc. had sales of US $425 million in
2008.
Except for specific historical
information, many of the matters discussed in this press release may express or
imply projections of revenues or expenditures, statements of plans and
objectives or future operations or statements of future economic performance.
These, and similar statements are forward-looking statements concerning matters
that involve risks, uncertainties and other factors which may cause the actual
performance of NN, Inc. and its subsidiaries to differ materially from those
expressed or implied by this discussion. All forward-looking
information is provided by the Company pursuant to the safe harbor established
under the Private Securities Litigation Reform Act of 1995 and should be
evaluated in the context of these factors. Forward-looking statements generally
can be identified by the use of forward-looking terminology such as
“assumptions”, “target”, “guidance”, “outlook”, “plans”, “projection”, “may”,
“will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”,
“potential” or “continue” (or the negative or other derivatives of each of these
terms) or similar terminology. Factors which could materially affect actual
results include, but are not limited to: general economic conditions and
economic conditions in the industrial sector, inventory levels, regulatory
compliance costs and the Company's ability to manage these costs, start-up costs
for new operations, debt reduction, competitive influences, risks that current
customers will commence or increase captive production, risks of capacity
underutilization, quality issues, availability and price of raw materials,
currency and other risks associated with international trade, the Company’s
dependence on certain major customers, the successful implementation of the
global growth plan including development of new products and consummation of
potential acquisitions and other risk factors and cautionary statements listed
from time to time in the Company’s periodic reports filed with the Securities
and Exchange Commission, including, but not limited to, the Company’s Annual
Report on 10-K for the fiscal year ended December 31, 2008.
Financial
Tables Follow
2
NN,
Inc.
Consolidated
Statements of Income
(In
thousands, except per share amounts)
(Unaudited)
|
Three
Months Ended
|
||||||||
|
March
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Net
sales
|
$ | 57,921 | $ | 121,542 | ||||
|
Cost
of goods sold (exclusive of depreciation
shown
separately below)
|
56,054 | 96,494 | ||||||
|
Selling,
general and administrative
|
6,895 | 10,209 | ||||||
|
Depreciation
and amortization
|
5,318 | 6,263 | ||||||
|
(Gain)
loss on disposal of assets
|
14 | (141 | ) | |||||
|
Restructuring
and impairment costs
|
593 | -- | ||||||
|
Income
(loss) from operations
|
(10,953 | ) | 8,717 | |||||
|
Interest
expense
|
1,038 | 1,542 | ||||||
|
Elimination
of unamortized debt cost
|
604 | -- | ||||||
|
Other
income, net
|
(120 | ) | (136 | ) | ||||
|
Income
(loss) before provision (benefit) for income taxes
|
(12,475 | ) | 7,311 | |||||
|
Provision
(benefit) for income taxes
|
(2,950 | ) | 2,209 | |||||
|
Net
income (loss)
|
$ | (9,525 | ) | $ | 5,102 | |||
|
Diluted
income (loss) per common share
|
$ | (0.59 | ) | $ | 0.32 | |||
|
Weighted
average diluted shares
|
16,268 | 15,962 | ||||||
3
NN,
Inc.
Condensed
Balance Sheets
(In
thousands)
(Unaudited)
|
March
31,
2009
|
December
31,
2008
|
|||||||
|
Assets
|
||||||||
|
Current
Assets:
|
||||||||
|
Cash
|
$ | 8,164 | $ | 11,052 | ||||
|
Accounts
receivable, net
|
42,310 | 50,484 | ||||||
|
Inventories,
net
|
42,724 | 53,173 | ||||||
|
Other
current assets
|
9,598 | 9,912 | ||||||
|
Total
current assets
|
102,796 | 124,621 | ||||||
|
Property,
plant and equipment, net
|
138,839 | 145,690 | ||||||
|
Goodwill,
net
|
8,332 | 8,908 | ||||||
|
Other
assets
|
7,539 | 4,821 | ||||||
|
Total
assets
|
$ | 257,506 | $ | 284,040 | ||||
|
Liabilities
and Stockholders’ Equity
|
||||||||
|
Current
liabilities:
|
||||||||
|
Accounts
payable
|
$ | 26,726 | $ | 39,415 | ||||
|
Accrued
salaries and wages
|
10,574 | 12,745 | ||||||
|
Current
portion of long-term debt
|
6,772 | 6,916 | ||||||
|
Other
liabilities
|
4,802 | 4,279 | ||||||
|
Total
current liabilities
|
48,874 | 63,355 | ||||||
|
Deferred
income taxes
|
4,588 | 4,939 | ||||||
|
Long-term
notes payable
|
94,172 | 90,172 | ||||||
|
Other
liabilities
|
15,023 | 15,815 | ||||||
|
Total
liabilities
|
162,657 | 174,281 | ||||||
|
Total
stockholders’ equity
|
94,849 | 109,759 | ||||||
|
Total
liabilities and stockholders’ equity
|
$ | 257,506 | $ | 284,040 | ||||
###
4