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): March 16, 2016 (March 15, 2016)
NN, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-23486 | 62-1096725 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 207 Mockingbird Lane, Johnson City, Tennessee | 37604 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(423) 434-8310
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
On March 10, 2016, NN, Inc. (the “Company”) announced its earnings for the three and twelve months ended December 31, 2015 in a press release, which was an exhibit to its Current Report on Form 8-K dated March 10, 2016. On March 15, 2016, the Company issued a press release describing certain changes to previously announced results, which press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
Pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), the information furnished pursuant to Item 2.02 of this Current Report on Form 8-K is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| Exhibit |
Description | |
| 99.1 | Press Release of NN, Inc. dated March 15, 2016 | |
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.
Date: March 16, 2016
| NN, INC. | ||
| By: | /s/ Matthew S. Heiter | |
| Name: | Matthew S. Heiter | |
| Title: | Senior Vice President and General Counsel | |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release of NN, Inc. dated March 15, 2016 | |
Exhibit 99.1
| RE: NN, Inc. | ||
| 207 Mockingbird Lane | ||
| 3rd Floor | ||
| Johnson City, TN 37604 | ||
| FOR FURTHER INFORMATION: | ||
| AT THE COMPANY | AT FINANCIAL RELATIONS BOARD | |
| Robbie Atkinson | Marilynn Meek | |
| Corporate Treasurer & Investor Relations | (General info) | |
| (423) 434-8398 | 212-827-3773 | |
FOR IMMEDIATE RELEASE
March 15, 2016
NN, INC. FILES ANNUAL REPORT ON FORM 10-K FOR 2015
Johnson City, Tenn, March 15, 2016 - NN, Inc., (NASDAQ: NNBR), a diversified industrial company, reported that it has today filed its Annual Report on Form 10-K for the year ended December 31, 2015. The report may be viewed or downloaded from the company’s website, www.nninc.com. The Company initially reported its financial results for the fourth quarter and year ended December 31, 2015 on March 10, 2016.
In the GAAP Results section of the March 10, 2016 release, the Company overstated its net loss for the quarter of $27.1 million or $(1.01) per share. The correct net loss for the quarter, as filed in the Company’s Annual Report on Form 10-K on March 15, 2016, is $25.0 million or $(0.93) per share. Similarly, the Company overstated its net loss for the year of $9.6 million or $(0.45) per share. The correct net loss for the year is $7.4 million or $(0.35) per share. The changes resulted primarily from adjustments in income tax expense related to non-deductible mergers and acquisitions expense. Additionally, the Company identified an adjustment related to the Chinese Joint Venture that impacted the share of net income from joint venture and provision for income taxes but did not impact net income.
The changes noted above did not change the Company’s adjusted income from operations, adjusted net income or adjusted earnings per share.
Please see the following reconciliation of changes to the income statement attached in the tables below.
The Company discloses in this press release the non-GAAP financial measures of adjusted income from operations and adjusted net income. Each of adjusted income from operations and adjusted net income provide supplementary information about the impacts of acquisition related expenses, foreign-exchange and other non-operating impacts on its business. The Company believes the presentation of adjusted income from operations and adjusted net income provides useful information in assessing our results of operations
The attached financial tables include a reconciliation of adjusted income from operations and adjusted net income to the GAAP financial measures of income from operations and net income.
NN, Inc., a diversified industrial company, combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for a variety of markets on a global basis. Headquartered in Johnson City, Tennessee, NN has 42 manufacturing plants in North America, Western Europe, Eastern Europe, South America and China.
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, and the successful implementation of the global growth plan including development of new products. Similarly, statements made herein and elsewhere regarding completed acquisitions are also forward-looking statements, including statements relating to the future performance and prospects of an acquired business, the expected benefits of an acquisition on the Company’s future business and operations and the ability of the Company to successfully integrate recently acquired businesses.
For additional information concerning such risk factors and cautionary statements, please see the section titled “Risk Factors” in the Company’s periodic reports filed with the Securities and Exchange Commission, including, but not limited to, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2015. Except as required by law, we undertake no obligation to update or revise any forward-looking statements we make in our press releases, whether as a result of new information, future events or otherwise.
Financial Tables Follow
NN, Inc.
Consolidated Statements of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended December 31, 2015 |
Twelve Months Ended December 31, 2015 |
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| (In Thousands of Dollars, Except Per Share Data) |
As Reported in March 10, 2016 Press Release |
As Reported in the 10-K on March 15, 2016 |
Change | As Reported in March 10, 2016 Press Release |
As Reported in the 10-K on March 15, 2016 |
Change | ||||||||||||||||||
| Net sales |
$ | 183,855 | $ | 183,855 | — | $ | 667,280 | $ | 667,280 | — | ||||||||||||||
| Cost of products sold (exclusive of depreciation and amortization shown separately below) |
147,773 | 147,773 | — | 525,993 | 525,993 | — | ||||||||||||||||||
| Selling, general and administrative |
14,771 | 13,835 | (936 | ) | 51,902 | 51,745 | (157 | ) | ||||||||||||||||
| Acquisition related costs excluded from selling, general and administrative |
6,256 | 7,734 | 1,478 | 10,884 | 11,682 | 798 | ||||||||||||||||||
| Depreciation and amortization |
18,780 | 18,780 | — | 44,482 | 44,482 | — | ||||||||||||||||||
| (Gain) loss on disposal of assets |
— | (687 | ) | (687 | ) | (687 | ) | (687 | ) | |||||||||||||||
| Restructuring and impairment charges |
5,195 | 7,268 | 2,073 | 5,294 | 7,268 | 1,974 | ||||||||||||||||||
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| Income from operations |
(8,920 | ) | (10,848 | ) | (1,928 | ) | 28,725 | 26,797 | (1,928 | ) | ||||||||||||||
| Interest expense |
13,357 | 13,357 | — | 29,899 | 29,899 | — | ||||||||||||||||||
| Write-off of unamortized debt issuance cost |
18,673 | 18,673 | — | 18,673 | 18,673 | — | ||||||||||||||||||
| Other expense, net |
1,091 | (837 | ) | (1,928 | ) | 3,103 | 1,175 | (1,928 | ) | |||||||||||||||
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| Income before provision (benefit) for income taxes and share of net income from joint venture |
(42,041 | ) | (42,041 | ) | — | (22,950 | ) | (22,950 | ) | — | ||||||||||||||
| Provision (benefit) for income taxes |
(13,923 | ) | (14,527 | ) | (604 | ) | (9,914 | ) | (10,518 | ) | (604 | ) | ||||||||||||
| Share of net income from joint venture |
951 | 2498 | 1,547 | 3,454 | 5,001 | 1,547 | ||||||||||||||||||
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| Net income (loss) |
$ | (27,167 | ) | $ | (25,016 | ) | 2,151 | $ | (9,582 | ) | $ | (7,431 | ) | 2,151 | ||||||||||
| Basic income (loss) per common share: |
$ | (1.01 | ) | $ | (0.93 | ) | $ | 0.08 | $ | (0.45 | ) | $ | (0.35 | ) | $ | 0.10 | ||||||||
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| Weighted average shares outstanding |
26,840 | 26,840 | — | 21,181 | 21,181 | — | ||||||||||||||||||
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| Diluted income (loss) per common share: |
$ | (1.01 | ) | $ | (.93 | ) | $ | 0.08 | $ | (0.45 | ) | $ | (0.35 | ) | $ | .10 | ||||||||
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| Weighted average shares outstanding |
26,840 | 26,840 | — | 21,181 | 21,181 | — | ||||||||||||||||||
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| Cash dividends per common share |
$ | 0.07 | $ | 0.07 | — | $ | 0.28 | $ | 0.28 | — | ||||||||||||||
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NN, Inc.
Reconciliation of Non-GAAP to GAAP Financial Measures
(Unaudited)
Reconciliation of net income to adjusted net income:
| NN, Inc. – Total Company | Three Months Ended December 31, 2015 |
Three Months Ended December 31, 2014 |
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| (In Thousands) | Diluted Earnings Per Share |
(In Thousands) | Diluted Earnings Per Share |
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| Net Income |
$ | (25,016 | ) | $ | (0.93 | ) | $ | 1,618 | $ | 0.08 | ||||||
| After tax acquisition and integration expenses |
23,410 | 0.87 | 3,199 | 0.17 | ||||||||||||
| After-tax foreign exchange loss on inter-company loans |
31 | 0.00 | 317 | 0.02 | ||||||||||||
| After-tax impairment charges |
4,565 | 0.17 | 577 | 0.03 | ||||||||||||
| Amortization of intangibles & deferred financing costs, net of tax |
3,796 | 0.14 | 969 | 0.05 | ||||||||||||
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| Adjusted Net Income |
$ | 6,786 | $ | 0.25 | $ | 6,680 | $ | 0.35 | ||||||||
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| Reconciliation of net income to adjusted net income: | ||||||||||||||||
| NN, Inc. – Total Company | Twelve Months Ended December 31, 2015 |
Twelve Months Ended December 31, 2014 |
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| (In Thousands) | Diluted Earnings Per Share |
(In Thousands) | Diluted Earnings Per Share |
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| Net Income |
$ | (7,431 | ) | $ | (0.35 | ) | $ | 8,217 | $ | 0.45 | ||||||
| After tax acquisition and integration expenses |
27,222 | 1.29 | 13,553 | 0.74 | ||||||||||||
| After-tax foreign exchange loss on inter-company loans |
952 | 0.04 | 1,197 | 0.07 | ||||||||||||
| After-tax impairment charges |
4,575 | 0.22 | 577 | 0.03 | ||||||||||||
| Amortization of intangibles & deferred financing costs, net of tax |
7,040 | 0.33 | 1,435 | 0.08 | ||||||||||||
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| Adjusted Net Income |
$ | 32,358 | $ | 1.53 | $ | 24,979 | $ | 1.37 | ||||||||
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| Reconciliation of income from operations to adjusted income from operations: | ||||||||||||||||
| NN, Inc. – Total Company | Three Months Ended December 31, 2015 |
Three Months Ended December 31, 2014 |
Twelve Months Ended December 31, 2015 |
Twelve Months Ended December 31, 2014 |
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| (In Thousands) | (In Thousands) | (In Thousands) | (In Thousands) | |||||||||||||
| Income from operations |
$ | (10,848 | ) | $ | 8,560 | $ | 26,797 | $ | 27,687 | |||||||
| Restructuring & impairment charges |
7,379 | 875 | 7,379 | 875 | ||||||||||||
| Acquisition and integration expenses |
17,931 | 1,452 | 23,749 | 11,311 | ||||||||||||
| Amortization of intangibles |
4,940 | 971 | 7,790 | 1,340 | ||||||||||||
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| Adjusted Income from operations |
$ | 19,402 | $ | 11,858 | $ | 65,715 | $ | 41,213 | ||||||||
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