UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): October 21, 2019
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.) | ||
6210 Ardrey Kell Road Charlotte, North Carolina |
28277 | |||
(Address of principal executive offices) | (Zip Code) |
(980) 264-4300
(Registrants 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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading |
Name of each exchange | ||
Common Stock, par value $0.01 | NNBR | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 7.01. | REGULATION FD. |
On October 21, 2019, NN, Inc. (the Company) issued a press release regarding initiatives to reduce costs and improve cash flow. A copy of this press release is included as Exhibit 99.1 to this Current Report on Form 8-K.
The information, including the press releases, furnished under this Item 7.01 shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any other filing by the Company under the Exchange Act or the Securities Act of 1933, as amended, except as otherwise expressly stated in such filing.
ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits. |
Exhibit No. |
Description | |
99.1 | Press Release issued by NN, Inc., dated October 21, 2019 |
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: October 21, 2019
NN, INC. | ||
By: | /s/ Matthew S. Heiter | |
Name: |
Matthew S. Heiter | |
Title: | Senior Vice President, General Counsel |
Exhibit 99.1
FOR FURTHER INFORMATION
AT ABERNATHY MACGREGOR
Claire Walsh
(General info)
(212) 371-5999
FOR IMMEDIATE RELEASE
October 21, 2019
NN, Inc. Announces Initiatives to Reduce Costs and Improve Cash Flow
Expected to Yield Approximately $32 Million in Annualized Cash Savings
Charlotte, N.C., October 21, 2019 NN, Inc. (NASDAQ: NNBR), a diversified industrial company, today announced expense reduction and cash savings initiatives to help the Company continue to pay down its debt and support greater growth by reinvesting in its businesses. The initiatives are expected to produce approximately $32 million in annualized cash savings and include the following: streamlining facilities and reducing overall SG&A costs, which are expected to save NN approximately $10 million per year when fully implemented; elimination of the quarterly dividend, which is expected to save the Company approximately $12 million per year; and a reduction in capital expenditures as NN returns to a more normalized level of capital spending after several years of higher investment, which is expected to generate an additional $10 million of savings per year. The Company expects these cost reductions to be fully realized by the second quarter of 2020.
NN has a strong portfolio of businesses and a solid foundation from which we can build, and we are focused on making the most efficient use of our capital to best position NN for the long term, said Warren Veltman, interim President and CEO of NN. The initiatives we are undertaking should generate cash savings of approximately $32 million per year, which we can utilize to de-lever our balance sheet while also making further investments in the areas where we see the highest growth potential. Tom DeByle and I have been working closely with the Board to identify opportunities to improve our overall financial performance. To that end, we will continue to look at the entire business to explore additional cost savings and other strategic actions we could take to improve free cash flow generation and accelerate our ability to pay down our debt.
Commenting on the initiatives, Tom DeByle, Senior Vice President and Chief Financial Officer said, We are focused on carefully evaluating each of our businesses to determine where we can further streamline costs and allocate our capital more strategically and efficiently to ensure that we have the flexibility to continue to de-lever while also making investments that have the highest potential return.
In addition to these initiatives, NN announced that it plans to refinance its existing senior credit facilities to extend the tenor of its capital structure and provide additional liquidity to allow the Company to execute on these and future strategic initiatives. SunTrust Robinson Humphrey and J.P. Morgan are serving as joint lead arrangers on the refinancing. The consummation of the refinancing is subject to the completion of definitive agreements and the satisfaction of customary closing conditions and to market and other conditions.
NNs estimates of the costs related to its cost reduction and cash savings initiatives represent its current best estimates. However, such estimates are preliminary and subject to change as the Company executes on these initiatives. NN will provide a full update on its progress on the Companys third quarter conference call.
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 Charlotte, North Carolina, NN has 50 facilities in North America, 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 Companys 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 level of the Companys indebtedness, the restrictions contained in the Companys debt agreements, the Companys ability to obtain financing at favorable rates, if at all, and to refinance existing debt as it matures, the Companys 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 pending and completed transactions 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 Companys future business and operations and the ability of the Company to successfully integrate recently acquired businesses or the possibility that the Company will be unable to execute on the intended redeployment of proceeds from a divestiture, whether due to a lack of favorable investment opportunities or otherwise.
For additional information concerning such risk factors and cautionary statements, please see the section titled Risk Factors in the Companys periodic reports filed with the Securities and Exchange Commission, including, but not limited to, the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2018. 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.