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): October 18, 2005 -------------- NN, INC. (Exact Name of Registrant as Specified in Charter) Delaware 0-23486 62-1096725 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification Number) 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 ------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below 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 Furnished as Exhibit 99.1 is a copy of a Press Release issued by NN, Inc. on October 18, 2005. Item 9.01. Financial Statements and Exhibits (c) 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: Exhibits: Exhibit Number Description of Exhibit ------- --------------------------------------------------- 99.1 Press Release of NN, Inc. dated October 18, 2005
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. Dated: October 18, 2005 By: /s/ William C. Kelly, Jr. ------------------------------------------ William C. Kelly, Jr. Secretary, Treasurer and Chief Administrative Officer
EXHIBIT 99.1 NEWS FINANCIAL RELATIONS BOARD Re: NN, Inc. 2000 Waters Edge Drive Johnson City, TN 37604 FOR FURTHER INFORMATION: AT THE COMPANY: AT FINANCIAL RELATIONS BOARD - -------------- ------------------------------- Will Kelly Marilynn Meek Susan Garland Vice President, Chief Administrative Officer (General info) (Analyst info) (423) 743-9151 212-827-3773 212-827-3775 FOR IMMEDIATE RELEASE October 18, 2005 NN, INC.TO REPORT THIRD QUARTER 2005 RESULTS AND HOLD CONFERENCE CALL ON NOVEMBER 1, 2005 ADJUSTS 2005 FULL YEAR EPS GUIDANCE Johnson City, Tenn., October 18, 2005 - NN, Inc. (NASDAQ: NNBR) today announced that it will release third quarter 2005 financial results for the period ended September 30, 2005 before the opening of the market on November 1, 2005. Management will hold a conference call at 11:00 a.m. ET that day to review the Company's results. The call can be accessed via the internet live or as a replay at www.fulldisclosure.com. For those who are unavailable to listen to the live broadcast, a replay will be available shortly after the call for 90 days. The Company also announced that it is revising its previously announced 2005 full year guidance of $0.90 to $0.94 per diluted share and now expects to report earnings of $0.77 to $0.81 per diluted share for 2005 full year. The reduction of approximately $0.13 per diluted share is attributable to three factors: lower second half sales volume and resulting inefficiencies in Europe ($0.06 per share), currency translation ($0.05 per share), and an adjustment to the U.S. tax provision and the recording of a reserve for Delphi accounts receivable ($0.02 per share). As mentioned in the Company's second quarter release, overall global demand remained strong during the first half of 2005. However, demand from certain European customershas weakened in the second half of the year. Additionally, production delays at the Company's new manufacturing facility in Slovakia have negatively impacted planned sales volumes and resulting profitability. These lower sales volumes have adversely affected capacity utilization rates in Slovakia and also the remaining NN Europe facilities, thus lowering anticipated margins. Currency translation associated with the U.S. Dollar-Euro exchange rates, which was also mentioned in the second quarter earnings release, is now forecasted to negatively impact sales and net income by approximately $12.0 million and $0.05 per diluted share, respectively for the 2005 full year. Finally, two additional factors have contributed to the revised guidance, but to a lesser degree. On Saturday, October 8, 2005, Delphi Corporation filed for Chapter 11 bankruptcy protection. Due to this filing, the Company has reserved certain amounts of its accounts receivable balance with Delphi. The recording of this reserve resulted in a charge to after-tax earnings of approximately $0.01 per diluted share. The Company believes that Delphi post-bankruptcy is an acceptable credit risk and plans to continue normal shipments of its product to them. Secondly, the Company recorded a charge in the third quarter of approximately $0.01 per diluted share related to an adjustment of its corporate tax rate. NN, Inc. manufacturers and supplies high precision bearing components consisting of balls, rollers, seals, and retainers for leading bearing manufacturers on a global basis. In addition, the company manufactures a variety of other plastic components. NN, Inc. had sales of US $304 million in 2004. 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 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, 2004.