~~Table of Contents~~

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-23486

NN, Inc.

(Exact name of registrant as specified in its charter)


Delaware						62-1096725
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification ~~Number)~~No.)

6210 Ardrey Kell Road, Suite 600

Charlotte, North Carolina 28277

(Address of principal executive offices, including zip code)

(980) 264-4300

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Common Stock, par value $0.01 ~~per share~~

NNBR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☒

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 ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November 1, 2021,~~July 29, 2022, there were ~~43,033,548~~43,884,408 shares of the registrant’s common stock, par value $0.01 per share, outstanding.

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NN, Inc.

INDEX


		Page
PART I. FINANCIAL INFORMATION		3

Item 1.	Financial Statements	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)	3
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)	5
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	8
	Note 1. Interim Financial Statements	8
	Note 2. ~~Discontinued Operations~~Segment Information	9
	Note 3. ~~Segment Information~~Inventories	10
	Note 4. Intangible Assets, Net	10
	Note 5. Investment in Joint Venture	10
	Note 6. Income Taxes	10
	Note 7. Debt	11
	Note ~~4. Inventories~~8. Leases	12
	Note ~~5. Goodwill~~9. Commitments and Contingencies	12
	Note ~~6. Intangible Assets, Net~~10. Preferred Stock and Stockholders' Equity	13
	Note ~~7. Investment in Joint Venture~~11. Revenue from Contracts with Customers	13
	Note ~~8. Income Taxes~~	13
	~~Note 9. Debt~~	13
	~~Note 10. Leases~~	15
	~~Note 11. Commitments and Contingencies~~12. Share-Based Compensation	16
	Note ~~12. Preferred Stock and Stockholders' Equity~~	17
	~~Note~~ 13. ~~Revenue from Contracts with Customers~~Accumulated Other Comprehensive Income	18
	Note 14. ~~Share-Based Compensation~~	21
	~~Note 15. Accumulated Other Comprehensive Income~~	23
	~~Note 16.~~ Net Income (Loss) Per Common Share	2418
	Note ~~17.~~15. Fair Value Measurements	2620

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3023

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3829

Item 4.	Controls and Procedures	3830

PART II. OTHER INFORMATION		4031

Item 1.	Legal Proceedings	4031
Item 1A.	Risk Factors	4031
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4031
Item 3.	Defaults Upon Senior Securities	4032
Item 4.	Mine Safety Disclosures	4032
Item 5.	Other Information	4032
Item 6.	Exhibits	4132
SIGNATURES		4233

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1.Financial Statements

NN, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
(in thousands, except per share data)	(in thousands, except per share data)	2021		2020		2021		2020			(in thousands, except per share data)	2022		2021		2022		2021
Net sales	Net sales	$	117,244	$	113,761	$	367,205	$	308,506		Net sales	$	125,362	$	123,157	$	253,429	$	249,961
Cost of sales (exclusive of depreciation and amortization shown separately below)	Cost of sales (exclusive of depreciation and amortization shown separately below)	98,642		90,076		298,127		249,612			Cost of sales (exclusive of depreciation and amortization shown separately below)	103,889		99,797		208,467		199,485
Selling, general, and administrative expense	Selling, general, and administrative expense	12,181		13,745		40,341		44,178			Selling, general, and administrative expense	14,794		13,585		28,248		28,160

Depreciation and amortization	Depreciation and amortization	11,605		11,435		34,860		34,119			Depreciation and amortization	11,340		11,687		22,769		23,255

Goodwill impairment		—		—		—		92,942

Other operating expense (income), net	Other operating expense (income), net	(572)		(39)		(901)		4,138			Other operating expense (income), net	(147)		(324)		1,879		(329)
Loss from operations	Loss from operations	(4,612)		(1,456)		(5,222)		(116,483)			Loss from operations	(4,514)		(1,588)		(7,934)		(610)
Interest expense	Interest expense	3,578		6,873		9,175		17,036			Interest expense	3,488		3,573		6,927		5,597
Loss on extinguishment of debt and write-off of debt issuance costs	Loss on extinguishment of debt and write-off of debt issuance costs	—		144		2,390		144			Loss on extinguishment of debt and write-off of debt issuance costs	—		—		—		2,390
Derivative payments on interest rate swap	Derivative payments on interest rate swap	—		—		1,717		—			Derivative payments on interest rate swap	—		—		—		1,717
Loss on interest rate swap	Loss on interest rate swap	—		—		2,033		—			Loss on interest rate swap	—		—		—		2,033
Other expense (income), net	Other expense (income), net	(4,346)		(262)		(2,788)		67			Other expense (income), net	(67)		1,680		(3,063)		1,558
Loss from continuing operations before benefit (provision) for income taxes and share of net income from joint venture		(3,844)		(8,211)		(17,749)		(133,730)
Loss before benefit (provision) for income taxes and share of net income from joint venture											Loss before benefit (provision) for income taxes and share of net income from joint venture	(7,935)		(6,841)		(11,798)		(13,905)
Benefit (provision) for income taxes	Benefit (provision) for income taxes	(375)		8,715		612		7,935			Benefit (provision) for income taxes	(1,051)		231		(2,582)		987
Share of net income from joint venture	Share of net income from joint venture	842		1,136		3,456		1,792			Share of net income from joint venture	419		1,219		2,511		2,614
Income (loss) from continuing operations		(3,377)		1,640		(13,681)		(124,003)
Income (loss) from discontinued operations, net of tax (Note 2)		—		20,330		—		(123,966)
Net income (loss)		$	(3,377)	$	21,970	$	(13,681)	$	(247,969)

Net loss											Net loss	$	(8,567)	$	(5,391)	$	(11,869)	$	(10,304)
Other comprehensive income (loss):	Other comprehensive income (loss):										Other comprehensive income (loss):

Foreign currency translation gain (loss)	Foreign currency translation gain (loss)	$	(2,612)	$	6,712	$	(1,550)	$	(6,636)		Foreign currency translation gain (loss)	$	(8,490)	$	4,409	$	(5,890)	$	1,062
Interest rate swap:	Interest rate swap:										Interest rate swap:
Change in fair value, net of tax	Change in fair value, net of tax	(176)		21		(176)		(12,443)			Change in fair value, net of tax	373		—		1,560		—
Reclassification adjustment for losses included in net income (loss), net of tax		22		3,148		2,873		6,838
Reclassification adjustment for losses included in net loss, net of tax											Reclassification adjustment for losses included in net loss, net of tax	31		—		65		2,851
Other comprehensive income (loss)	Other comprehensive income (loss)	$	(2,766)	$	9,881	$	1,147	$	(12,241)		Other comprehensive income (loss)	$	(8,086)	$	4,409	$	(4,265)	$	3,913
Comprehensive income (loss)		$	(6,143)	$	31,851	$	(12,534)	$	(260,210)
Basic net income (loss) per common share:
Income (loss) from continuing operations per common share		$	(0.13)	$	(0.04)	$	(0.75)	$	(3.16)
Income (loss) from discontinued operations per common share		—		0.49		—		(2.94)
Net income (loss) per common share		$	(0.13)	$	0.45	$	(0.75)	$	(6.10)
Comprehensive loss											Comprehensive loss	$	(16,653)	$	(982)	$	(16,134)	$	(6,391)
Basic net loss per common share:											Basic net loss per common share:

Net loss per common share											Net loss per common share	$	(0.25)	$	(0.17)	$	(0.38)	$	(0.62)
Weighted average common shares outstanding	Weighted average common shares outstanding	44,455		42,202		43,862		42,170			Weighted average common shares outstanding	44,708		44,440		44,649		43,561
Diluted net income (loss) per common share:
Income (loss) from continuing operations per common share		$	(0.13)	$	(0.04)	$	(0.75)	$	(3.16)
Income (loss) from discontinued operations per common share		—		0.49		—		(2.94)
Net income (loss) per common share		$	(0.13)	$	0.45	$	(0.75)	$	(6.10)
Diluted net loss per common share:											Diluted net loss per common share:

Net loss per common share											Net loss per common share	$	(0.25)	$	(0.17)	$	(0.38)	$	(0.62)
Weighted average common shares outstanding	Weighted average common shares outstanding	44,455		42,202		43,862		42,170			Weighted average common shares outstanding	44,708		44,440		44,649		43,561

See notes to condensed consolidated financial statements (unaudited).

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NN, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except per share data)	(in thousands, except per share data)	September 30, 2021		December 31, 2020		(in thousands, except per share data)	June 30, 2022		December 31, 2021
Assets	Assets					Assets
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	24,611	$	48,138	Cash and cash equivalents	$	15,186	$	28,656
Accounts receivable, net		83,990		84,615
Accounts receivable, net of allowances of $1,762 and $1,352 at June 30, 2022 and December 31, 2021, respectively						Accounts receivable, net of allowances of $1,762 and $1,352 at June 30, 2022 and December 31, 2021, respectively	82,621		71,419
Inventories	Inventories	75,321		62,517		Inventories	84,726		75,027
Income tax receivable	Income tax receivable	11,742		8,800		Income tax receivable	10,931		11,808

Other current assets	Other current assets	11,837		11,148		Other current assets	13,267		9,372
Total current assets	Total current assets	207,501		215,218		Total current assets	206,731		196,282
Property, plant and equipment, net		212,468		223,690
Property, plant and equipment, net of accumulated depreciation of $210,618 and $197,936 at June 30, 2022 and December 31, 2021, respectively						Property, plant and equipment, net of accumulated depreciation of $210,618 and $197,936 at June 30, 2022 and December 31, 2021, respectively	202,239		209,105
Operating lease right-of-use assets	Operating lease right-of-use assets	47,449		50,264		Operating lease right-of-use assets	46,042		46,443

Intangible assets, net	Intangible assets, net	92,305		103,065		Intangible assets, net	81,545		88,718
Investment in joint venture	Investment in joint venture	30,799		26,983		Investment in joint venture	30,875		34,045
Deferred tax assets	Deferred tax assets	131		—		Deferred tax assets	375		314

Other non-current assets	Other non-current assets	4,053		5,742		Other non-current assets	5,350		4,194
Total assets	Total assets	$	594,706	$	624,962	Total assets	$	573,157	$	579,101
Liabilities, Preferred Stock, and Stockholders’ Equity	Liabilities, Preferred Stock, and Stockholders’ Equity					Liabilities, Preferred Stock, and Stockholders’ Equity
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	44,033	$	37,435	Accounts payable	$	47,859	$	36,710
Accrued salaries, wages and benefits	Accrued salaries, wages and benefits	18,858		21,296		Accrued salaries, wages and benefits	15,217		17,739
Income tax payable	Income tax payable	1,339		3,557		Income tax payable	687		2,072
Current maturities of long-term debt	Current maturities of long-term debt	3,355		4,885		Current maturities of long-term debt	3,139		3,074
Current portion of operating lease liabilities	Current portion of operating lease liabilities	5,505		4,797		Current portion of operating lease liabilities	5,103		5,704

Other current liabilities	Other current liabilities	11,983		31,261		Other current liabilities	12,439		8,718
Total current liabilities	Total current liabilities	85,073		103,231		Total current liabilities	84,444		74,017
Deferred tax liabilities	Deferred tax liabilities	8,344		11,178		Deferred tax liabilities	8,141		7,456

Long-term debt, net of current portion	Long-term debt, net of current portion	151,323		79,025		Long-term debt, net of current portion	151,317		151,052
Operating lease liabilities, net of current portion	Operating lease liabilities, net of current portion	52,417		55,053		Operating lease liabilities, net of current portion	50,899		51,295

Other non-current liabilities	Other non-current liabilities	21,337		17,237		Other non-current liabilities	13,031		17,289
Total liabilities	Total liabilities	318,494		265,724		Total liabilities	307,832		301,109
Commitments and contingencies (Note 11)		0		0
Series D perpetual preferred stock - $0.01 par value per share, 65 shares authorized, issued and outstanding at September 30, 2021		51,383		—
Series B convertible preferred stock - $0.01 par value per share, 100 shares authorized, issued and outstanding at December 31, 2020		—		105,086
Commitments and contingencies (Note 9)						Commitments and contingencies (Note 9)	0		0
Series D perpetual preferred stock - $0.01 par value per share, 65 shares authorized, issued and outstanding at June 30, 2022 and December 31, 2021, respectively						Series D perpetual preferred stock - $0.01 par value per share, 65 shares authorized, issued and outstanding at June 30, 2022 and December 31, 2021, respectively	59,003		53,807
Stockholders' equity:	Stockholders' equity:					Stockholders' equity:
Common stock - $0.01 par value per share, 90,000 shares authorized, 42,686 and 43,034 shares issued and outstanding at December 31, 2020 and September 30, 2021, respectively		430		427
Common stock - $0.01 par value per share, 90,000 shares authorized, 43,884 and 43,027 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively						Common stock - $0.01 par value per share, 90,000 shares authorized, 43,884 and 43,027 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively	439		430
Additional paid-in capital	Additional paid-in capital	476,540		493,332		Additional paid-in capital	473,019		474,757

Accumulated deficit	Accumulated deficit	(219,556)		(205,875)		Accumulated deficit	(230,969)		(219,100)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(32,585)		(33,732)		Accumulated other comprehensive loss	(36,167)		(31,902)
Total stockholders’ equity	Total stockholders’ equity	224,829		254,152		Total stockholders’ equity	206,322		224,185
Total liabilities, preferred stock, and stockholders’ equity	Total liabilities, preferred stock, and stockholders’ equity	$	594,706	$	624,962	Total liabilities, preferred stock, and stockholders’ equity	$	573,157	$	579,101

See notes to condensed consolidated financial statements (unaudited).

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NN, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

(Unaudited)

Common Stock Accumulated deficit Accumulated other comprehensive income (loss)
(in thousands) Number
of
shares Par
value Additional
paid-in
capital Total
Balance, June 30, 2021 43,034 $ 430 $ 477,923 $ (216,179) $ (29,819) $ 232,355
Net loss — — — (3,377) — (3,377)
Dividends accrued for preferred stock — — (2,314) — — (2,314)
Share-based compensation expense — — 931 — — 931
Change in fair value of interest rate swap, net of tax of $53 — — — — (176) (176)
Reclassification of interest rate swap to net loss, net of tax of $7 — — — — 22 22
Foreign currency translation loss — — — — (2,612) (2,612)
Balance, September 30, 2021 43,034 $ 430 $ 476,540 $ (219,556) $ (32,585) $ 224,829


	Common Stock					Accumulated deficit		Accumulated other comprehensive income (loss)
(in thousands)	Number of shares	Par value		Additional paid-in capital						Total
Balance at March 31, 2022	43,890	$	439	$	473,072	$	(222,402)	$	(28,081)	$	223,028
Net loss	—	—		—		(8,567)		—		(8,567)

Dividends accrued for preferred stock	—	—		(2,658)		—		—		(2,658)


Share-based compensation expense	(5)	—		2,606		—		—		2,606
Restricted shares forgiven for taxes	(1)	—		(1)		—		—		(1)



Change in fair value of interest rate swap, net of tax of $98	—	—		—		—		373		373
Reclassification of interest rate swap settlement to net loss, net of tax of $8	—	—		—		—		31		31
Foreign currency translation loss	—	—		—		—		(8,490)		(8,490)


Balance at June 30, 2022	43,884	$	439	$	473,019	$	(230,969)	$	(36,167)	$	206,322

Common Stock Accumulated deficit Accumulated other comprehensive income (loss)
(in thousands) Number
of
shares Par
value Additional
paid-in
capital Warrants Total
Balance, June 30, 2020 42,747 $ 427 $ 498,294 $ 1,076 $ (375,222) $ (66,676) $ 57,899
Net income — — — — 21,970 — 21,970
Dividends accrued for preferred stock — — (3,139) — — — (3,139)
Share-based compensation expense — — 1,435 — — — 1,435
Restricted shares forgiven for taxes (8) — (46) — — — (46)
Change in estimate of share-based award vesting — — (577) — — — (577)
Reclassification of warrants to liabilities — — — (1,076) — — (1,076)
Change in fair value of interest rate swap, net of tax of $6 — — — — — 21 21
Reclassification of interest rate swap settlement to net income, net of tax of $952 — — — — — 3,148 3,148
Foreign currency translation gain — — — — — 6,712 6,712
Balance, September 30, 2020 42,739 $ 427 $ 495,967 $ — $ (353,252) $ (56,795) $ 86,347


	Common Stock					Accumulated deficit		Accumulated other comprehensive income (loss)
(in thousands)	Number of shares	Par value		Additional paid-in capital						Total
Balance at March 31, 2021	43,049	$	430	$	479,341	$	(210,788)	$	(34,228)	$	234,755
Net loss	—	—		—		(5,391)		—		(5,391)

Dividends accrued for preferred stock	—	—		(2,211)		—		—		(2,211)

Shares issued for option exercises	6	—		48		—		—		48
Share-based compensation expense	(19)	—		1,100		—		—		1,100
Restricted shares forgiven for taxes	(2)	—		(18)		—		—		(18)
Change in estimate of share-based award vesting	—	—		(337)		—		—		(337)




Foreign currency translation gain	—	—		—		—		4,409		4,409


Balance at June 30, 2021	43,034	$	430	$	477,923	$	(216,179)	$	(29,819)	$	232,355

See notes to condensed consolidated financial statements (unaudited).

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NN, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022 and ~~2020~~2021

(Unaudited)


	Common Stock					Accumulated deficit		Accumulated other comprehensive income (loss)
(in thousands)	Number of shares	Par value		Additional paid-in capital						Total
Balance at December 31, 2021	43,027	$	430	$	474,757	$	(219,100)	$	(31,902)	$	224,185
Net loss	—	—				(11,869)		—		(11,869)

Dividends accrued for preferred stock	—	—		(5,196)		—		—		(5,196)


Share-based compensation expense	888	9		3,546		—		—		3,555
Restricted shares forgiven for taxes	(31)	—		(88)		—		—		(88)



Change in fair value of interest rate swap, net of tax of $414	—	—		—		—		1,560		1,560
Reclassification of interest rate swap settlement to net loss, net of tax of $17	—	—		—		—		65		65
Foreign currency translation loss	—	—		—		—		(5,890)		(5,890)


Balance at June 30, 2022	43,884	$	439	$	473,019	$	(230,969)	$	(36,167)	$	206,322

Common Stock Accumulated deficit Accumulated other comprehensive income (loss)
(in thousands) Number
of
shares Par
value Additional
paid-in
capital Total
Balance, December 31, 2020 42,686 $ 427 $ 493,332 $ (205,875) $ (33,732) $ 254,152
Net loss — — — (13,681) — (13,681)
Dividends accrued for preferred stock — — (19,054) — — (19,054)
Shares issued for option exercises 6 — 48 — — 48
Share-based compensation expense 394 4 2,913 — — 2,917
Restricted shares forgiven for taxes (52) (1) (362) — — (363)
Change in estimate of share-based award vesting — — (337) — — (337)
Change in fair value of interest rate swap, net of tax of $53 — — — — (176) (176)
Reclassification of interest rate swap to net loss, net of tax of $868 — — — — 2,873 2,873
Foreign currency translation loss — — — — (1,550) (1,550)
Balance, September 30, 2021 43,034 $ 430 $ 476,540 $ (219,556) $ (32,585) $ 224,829


		Common Stock							Accumulated deficit				Accumulated other comprehensive income (loss)									Common Stock							Accumulated deficit				Accumulated other comprehensive income (loss)
(in thousands)	(in thousands)	Number of shares	Par value		Additional paid-in capital		Warrants								Total		(in thousands)				Number of shares		Par value			Additional paid-in capital					Total
Balance, December 31, 2019		42,313	$	423	$	501,615	$	1,076			$	(105,283)			$	(44,554)			$	353,277
Balance at December 31, 2020																			Balance at December 31, 2020			42,686		$	427		$	493,332			$	(205,875)			$	(33,732)			$	254,152
Net loss	Net loss	—	—		—		—		(247,969)				—				(247,969)		Net loss			—		—			—		(10,304)				—				(10,304)

Dividends accrued for preferred stock	Dividends accrued for preferred stock	—	—		(9,133)		—		—				—				(9,133)		Dividends accrued for preferred stock			—		—			(16,740)		—				—				(16,740)

Shares issued for option exercises																			Shares issued for option exercises			6		—			48		—				—				48
Share-based compensation expense	Share-based compensation expense	442	4		4,138		—		—				—				4,142		Share-based compensation expense			394		4			1,982		—				—				1,986
Restricted shares forgiven for taxes	Restricted shares forgiven for taxes	(16)	—		(76)		—		—				—				(76)		Restricted shares forgiven for taxes			(52)		(1)			(362)		—				—				(363)
Change in estimate of share-based award vesting	Change in estimate of share-based award vesting	—	—		(577)		—		—				—				(577)		Change in estimate of share-based award vesting			—		—			(337)		—				—				(337)

Reclassification of warrants to liabilities		—	—		—		(1,076)		—				—				(1,076)
Change in fair value of interest rate swap, net of tax of $3,764		—	—		—		—		—				(12,443)				(12,443)
Reclassification of interest rate swap settlement to net loss, net of tax of $2,068		—	—		—		—		—				6,838				6,838
Foreign currency translation loss		—	—		—		—		—				(6,636)				(6,636)

Balance, September 30, 2020		42,739	$	427	$	495,967	$	—	$	(353,252)			$	(56,795)			$	86,347
Reclassification of interest rate swap settlement to net loss, net of tax of $861																			Reclassification of interest rate swap settlement to net loss, net of tax of $861			—		—			—		—				2,851				2,851
Foreign currency translation gain																			Foreign currency translation gain			—		—			—		—				1,062				1,062

Balance at June 30, 2021																			Balance at June 30, 2021			43,034		$	430		$	477,923	$	(216,179)			$	(29,819)			$	232,355

See notes to condensed consolidated financial statements (unaudited).

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NN, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended
September 30,
(in thousands) 2021 2020
Cash flows from operating activities
Net loss $ (13,681) $ (247,969)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization of continuing operations 34,860 34,119
Depreciation and amortization of discontinued operations — 35,731
Amortization of debt issuance costs and discount 1,049 4,981
Goodwill impairment of continuing operations — 92,942
Goodwill impairment of discontinued operations — 146,757
Loss on extinguishment of debt and write-off of debt issuance costs 2,390 1,532
Total derivative loss, net of cash settlements 3,750 —
Share of net income from joint venture (3,456) (1,792)
Compensation expense from issuance of share-based awards 2,580 3,565
Deferred income taxes (3,720) (61,889)
Other (1,834) (1,516)
Changes in operating assets and liabilities:
Accounts receivable 136 4,894
Inventories (13,252) 4,149
Accounts payable 7,982 (1,702)
Income taxes receivable and payable, net (5,171) (10,753)
Other (5,942) 16,295
Net cash provided by operating activities 5,691 19,344
Cash flows from investing activities
Acquisition of property, plant and equipment (14,556) (20,518)
Proceeds from sale of property, plant, and equipment 1,177 3,153
Cash paid for post-closing adjustments on sale of business (3,880) —
Cash settlements of interest rate swap (15,420) —
Net cash used in investing activities (32,679) (17,365)
Cash flows from financing activities
Cash paid for debt issuance costs (7,360) (661)
Proceeds from issuance of preferred stock 61,793 —
Redemption of preferred stock (122,434) —
Proceeds from long-term debt 166,000 64,716
Repayments of long-term debt (88,058) (17,123)
Repayments of short-term debt, net (1,563) (849)
Other (3,859) (2,142)
Net cash provided by financing activities 4,519 43,941
Effect of exchange rate changes on cash flows (1,058) (5,506)
Net change in cash and cash equivalents (23,527) 40,414
Cash and cash equivalents at beginning of period (1) 48,138 31,703
Cash and cash equivalents at end of period (1) $ 24,611 $ 72,117

(1) Cash and cash equivalents include $16.0 million and $13.8 million of cash and cash equivalents that were included in current assets of discontinued operations as of September 30, 2020, and December 31, 2019, respectively.


	Six Months Ended June 30,
(in thousands)	2022		2021
Cash flows from operating activities
Net loss	$	(11,869)	$	(10,304)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	22,769		23,255

Amortization of debt issuance costs and discount	662		718



Loss on extinguishment of debt and write-off of debt issuance costs	—		2,390
Total derivative loss (gain), net of cash settlements	(3,237)		3,973
Share of net income from joint venture, net of cash dividends received	1,515		(2,614)
Compensation expense from issuance of share-based awards	3,555		1,649
Deferred income taxes	94		(3,050)
Other	(2,763)		(1,154)
Changes in operating assets and liabilities:
Accounts receivable	(13,264)		2,685
Inventories	(10,586)		(12,052)
Accounts payable	11,960		9,441
Income taxes receivable and payable, net	(475)		(6,326)
Other	(905)		(2,713)
Net cash provided by (used in) operating activities	(2,544)		5,898
Cash flows from investing activities
Acquisition of property, plant and equipment	(9,703)		(11,015)
Proceeds from sale of property, plant, and equipment	422		74
Cash paid for post-closing adjustments on sale of business	—		(3,880)
Cash settlements of interest rate swap	—		(15,420)

Net cash used in investing activities	(9,281)		(30,241)
Cash flows from financing activities
Cash paid for debt issuance costs	—		(6,981)
Dividends paid	—		—
Proceeds from issuance of preferred stock	—		61,793
Redemption of preferred stock	—		(122,434)
Proceeds from long-term debt	20,000		156,000
Repayments of long-term debt	(19,482)		(77,442)
Repayments of short-term debt, net	—		(1,321)
Other	(1,528)		(2,685)
Net cash provided by (used in) financing activities	(1,010)		6,930
Effect of exchange rate changes on cash flows	(635)		818
Net change in cash and cash equivalents	(13,470)		(16,595)
Cash and cash equivalents at beginning of period	28,656		48,138
Cash and cash equivalents at end of period	$	15,186	$	31,543

See notes to condensed consolidated financial statements (unaudited).

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NN, Inc.

Notes to Condensed Consolidated Financial Statements

~~September~~June 30, ~~2021~~2022

(Unaudited)

Note 1. Interim Financial Statements

Nature of Business

NN, Inc. is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies primarily for the automotive, general industrial, electrical, aerospace, defense, and medical markets. As used in this Quarterly Report on Form 10-Q (this “Quarterly Report”), the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc., and its subsidiaries.

Basis of Presentation

The accompanying condensed consolidated financial statements have not been audited. The Condensed Consolidated Balance Sheet as of December 31, ~~2020,~~2021, was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 (the ~~“2020~~“2021 Annual Report”), which we filed with the U.S. Securities and Exchange Commission (the “SEC”) on March ~~15, 2021. Historical periods presented reflect reclassifications for discontinued operations (see Note 2).~~11, 2022. In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to fairly state our results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020;~~2021; financial position as of ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020;~~2021; and cash flows for the ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, on a basis consistent with our audited consolidated financial ~~statements other than the adoption of new accounting standards (see~~ ~~Accounting Standards Recently Adopted~~ ~~section below).~~statements. These adjustments are of a normal recurring nature and are, in the opinion of management, necessary to state fairly the Company’s financial position and operating results for the interim periods. Certain prior period amounts have been reclassified to conform to the current year’s presentation.

Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted from the ~~interim~~unaudited condensed consolidated financial statements presented in this Quarterly Report. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the ~~2020~~2021 Annual Report. The results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, are not necessarily indicative of results for the year ending December 31, ~~2021,~~2022, or any other future periods.

Except for per share data or as otherwise indicated, all U.S. dollar amounts and share counts presented in the tables in these Notes to Condensed Consolidated Financial Statements are in thousands.

Accounting Standards Recently Adopted

In ~~December 2019, the FASB issued ASU 2019-12,~~ ~~Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes,~~ (“ASU 2019-12”) as part of its initiative to reduce complexity in accounting standards. ASU 2019-12 removes certain exceptions and provides simplification to specific tax items to improve consistent application. This standard was effective for us beginning January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on our consolidated financial statements and related disclosures.

~~Accounting Standards Not Yet Adopted~~

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. In addition, ASU 2020-06 removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. Further, for the diluted earnings-per-share calculation, the new guidance requires entities to use the if-converted method for all convertible instruments and generally requires entities to include the effect of share settlement for instruments that may be settled in cash or shares, among other things. ~~We plan to adopt~~The adoption of ASU 2020-06 effective January 1, 2022 ~~using the modified retrospective adoption method. We do~~did not ~~anticipate that the adoption will~~ have a material impact on our consolidated financial statements and related disclosures.

In May 2021, the FASB issued ASU 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options, (“ASU 2021-04”), which clarifies the accounting for modifications or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. Specifically,

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ASU 2021-04 requires the issuer to treat a modification of an equity-classified warrant as an exchange of the original warrant. The difference between the fair value of the modified warrant and the fair value of the warrant immediately before modification is then recognized as an issuance cost or discount of the related transaction. ASU 2021-04 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted. ASU 2021-04 should be applied prospectively to modifications or exchanges occurring after the effective date. Either the full or modified retrospective adoption method is allowed. WeSince we do not have any equity-classified written call options that would be subject to this ~~guidance. Therefore, we do~~guidance, the adoption of ASU 2021-04 did not ~~expect~~have any impact on our consolidated financial statements and related ~~disclosures.~~disclosures during the six months ended June 30, 2022.

Accounting Standards Not Yet Adopted

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance (“ASU 2021-10”), which requires business entities to provide certain annual disclosures when

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~~Note 2. Discontinued Operations~~

~~In October 2020, we closed on~~they have received government assistance and use a grant or contribution accounting model by analogy to other accounting guidance. Such disclosures include the sale of our Life Sciences business under the terms of a Stock Purchase Agreement (the “SPA”) with affiliates of American Securities LLC for $753.3 million cash. The SPA includes a potential earnout payment of up to $70.0 million based on the performancenature of the ~~Life Sciences business during~~transactions, significant terms and conditions, accounting policies, and affected financial statement line items. ASU 2021-10 may be applied either prospectively or retrospectively. We are in the process of assessing the impact ASU 2021-10 may have on our annual disclosures for the year ending December 31, 2022, measured by Adjusted EBITDA targets, as defined by the SPA. After working capital and other closing adjustments, we received cash proceeds at closing of $757.2 million in 2020 and paid $3.9 million to the buyer during the nine months ended September 30, 2021, for post-closing adjustments.

Under the terms of a transition services agreement, we provided certain support services after the sale. In accordance with the terms of the SPA, we agreed to indemnify the buyer for certain tax liabilities on its consolidated federal income tax return related to the Life Sciences business during the portion of the year ended December 31, 2020, prior to the change in ownership on October 6, 2020. We estimate that the tax indemnification will result in a payment of approximately $1.2 million to the buyer during the year ending December 31, 2021, and we have recorded this estimated obligation in the “Other current liabilities” line item on the Condensed Consolidated Balance Sheets as of September 30, 2021, and December 31, 2020.

~~In accordance with ASC 205-20,~~ ~~Presentation of Financial Statements - Discontinued Operations~~, the operating results of the Life Sciences business are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations as well as any gain on the disposition of the business, all net of tax, as one line item on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for all historical periods presented have been revised to reflect this presentation. Accordingly, the results of the Life Sciences business have been excluded from continuing operations and segment results for all historical periods presented in the condensed consolidated financial statements and the accompanying notes unless otherwise stated. The Condensed Consolidated Statements of Cash Flows for historical periods include cash flows of the Life Sciences business in each line item unless otherwise stated.

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~~The following table presents the operating results of the discontinued operations.~~

Three Months Ended
September 30, 2020 Nine Months Ended
September 30, 2020
Net sales $ 68,525 $ 223,944
Cost of sales (exclusive of depreciation and amortization shown separately below) 50,444 158,538
Selling, general, and administrative expense 6,164 20,189
Depreciation and amortization 12,030 35,731
Goodwill impairment — 146,757
Other operating expense, net 24 20
Loss from operations (137) (137,291)
Interest expense 12,248 37,857
Loss on extinguishment of debt and write-off of debt issuance costs 1,388 1,388
Other income, net (234) (325)
Loss from discontinued operations before costs of disposal and benefit for income taxes (13,539) (176,211)
Benefit for income taxes 39,954 59,598
Income (loss) from discontinued operations before costs of disposal 26,415 (116,613)
Costs of disposal of discontinued operations (1) (6,598) (7,956)
Benefit for income taxes on costs of disposal 513 603
Income (loss) from discontinued operations, net of tax $ 20,330 $ (123,966)

~~(1)Represents incremental direct costs related to the sale of the Life Sciences business that were incurred prior to the closing of the sale.~~

Our previous credit facility, which was in place at the time, required us to use proceeds from the sale of the Life Sciences business to prepay a portion of our previous debt. We paid $700.0 million in the aggregate on our term loans immediately after the transaction closed on October 6, 2020. The prepayment was applied to debt in accordance with the prepayment provisions of the previous credit agreement, which was in place at the time.Average quarterly interest rates were multiplied by the required prepayment amounts to calculate interest expense to be reclassified to discontinued operations for historical periods presented. The following table summarizes the amount of interest expense related to the previous credit facility that has been reclassified to discontinued operations.

Three Months Ended
September 30, 2020 Nine Months Ended
September 30, 2020
Interest on debt $ 11,060 $ 34,410
Amortization of debt issuance costs 1,215 3,692
Capitalized interest (114) (519)
Other 87 274
Total interest expense of discontinued operations $ 12,248 $ 37,857

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~~The following table presents the significant noncash items and cash paid for capital expenditures of discontinued operations for the historical period presented.~~


	Nine Months Ended September 30, 2020
~~Depreciation and amortization~~	$	~~35,731~~
~~Goodwill impairment~~	~~146,757~~
~~Amortization of debt issuance costs~~	~~3,692~~
~~Loss on extinguishment of debt and write-off of debt issuance costs~~	~~1,388~~
~~Acquisition of property, plant and equipment~~	~~7,626~~
~~Right-of-use assets obtained in exchange for new finance lease liabilities~~	~~695~~
~~Right-of-use assets obtained in exchange for new operating lease liabilities (1)~~	~~6,174~~

~~(1) Includes new leases, renewals, and modifications.~~2022.

Note 3.2. Segment Information

Our business is aggregated into the following 2 reportable segments:

•Mobile Solutions, which is focused on growth in the automotive and general industrial end markets; and

•Power Solutions, which is focused on growth in the electrical, general industrial, automotive, aerospace, defense, and medical end markets.

These divisions are considered our 2 operating segments as each engages in business activities for which it earns revenues and incurs expenses, discrete financial information is available for each, and this is the level at which the chief operating decision maker reviews discrete financial information for purposes of allocating resources and assessing performance. Historically, we had a third operating segment, Life Sciences, that was focused on growth in the medical end market. See Note 2 for information regarding the sale of the Life Sciences business on October 6, 2020. The results of the Life Sciences business are classified as discontinued operations for the three and nine months ended September 30, 2020, and therefore are not included in the tabular presentation below.

The following tables present results of ~~continuing~~ operations by reportable segment.


		Mobile Solutions		Power Solutions		Corporate and Consolidations				Total			Mobile Solutions		Power Solutions		Corporate and Consolidations			Total
Three Months Ended September 30, 2021
Three Months Ended June 30, 2022												Three Months Ended June 30, 2022
Net sales	Net sales	$	68,586	$	48,680	$	(22)	(a)		$	117,244	Net sales	$	73,350	$	52,049	$	(37)	(a)	$	125,362

Income (loss) from operations	Income (loss) from operations	(257)		1,252		(5,607)				$	(4,612)	Income (loss) from operations	1,729		1,430		(7,673)			(4,514)
Interest expense	Interest expense									(3,578)		Interest expense								(3,488)
Other	Other									4,346		Other								67
Loss from continuing operations before income taxes and share of net income from joint venture								$	(3,844)
Three Months Ended September 30, 2020
Loss from operations before income taxes and share of net income from joint venture												Loss from operations before income taxes and share of net income from joint venture								$	(7,935)
Three Months Ended June 30, 2021												Three Months Ended June 30, 2021
Net sales	Net sales	$	70,371	$	43,415	$	(25)	(a)		$	113,761	Net sales	$	73,886	$	49,271	$	—		$	123,157

Income (loss) from operations	Income (loss) from operations	4,953		1,143		(7,552)				$	(1,456)	Income (loss) from operations	2,509		2,875		(6,972)			(1,588)
Interest expense	Interest expense									(6,873)		Interest expense								(3,573)
Other	Other									118		Other								(1,680)
Loss from continuing operations before income taxes and share of net income from joint venture								$	(8,211)
Loss from operations before income taxes and share of net income from joint venture												Loss from operations before income taxes and share of net income from joint venture								$	(6,841)

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		Mobile Solutions		Power Solutions		Corporate and Consolidations				Total			Mobile Solutions		Power Solutions		Corporate and Consolidations			Total
Nine Months Ended September 30, 2021
Six Months Ended June 30, 2022												Six Months Ended June 30, 2022
Net sales	Net sales	$	220,248	$	147,026	$	(69)	(a)		$	367,205	Net sales	$	149,420	$	104,060	$	(51)	(a)	$	253,429

Income (loss) from operations	Income (loss) from operations	8,342		6,559		(20,123)				$	(5,222)	Income (loss) from operations	3,698		1,794		(13,426)			(7,934)
Interest expense	Interest expense									(9,175)		Interest expense								(6,927)
Other	Other									(3,352)		Other								3,063
Loss from continuing operations before income taxes and share of net income from joint venture								$	(17,749)

Nine Months Ended September 30, 2020
Loss from operations before income taxes and share of net income from joint venture												Loss from operations before income taxes and share of net income from joint venture								$	(11,798)
Six Months Ended June 30, 2021												Six Months Ended June 30, 2021
Net sales	Net sales	$	181,292	$	127,307	$	(93)	(a)		$	308,506	Net sales	$	151,662	$	98,346	$	(47)	(a)	$	249,961
Goodwill impairment		—		92,942		—				92,942
Income (loss) from operations	Income (loss) from operations	625		(87,737)		(29,371)				$	(116,483)	Income (loss) from operations	8,599		5,307		(14,516)			(610)
Interest expense	Interest expense									(17,036)		Interest expense								(5,597)
Other	Other									(211)		Other								(7,698)
Loss from continuing operations before income taxes and share of net income from joint venture								$	(133,730)
Loss from operations before income taxes and share of net income from joint venture												Loss from operations before income taxes and share of net income from joint venture								$	(13,905)

(a)Includes elimination of intersegment transactions occurring during the ordinary course of business.

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Note 4.3. Inventories

Inventories are comprised of the following amounts:


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Raw materials	Raw materials	$	26,489	$	22,589	Raw materials	$	32,305	$	27,221
Work in process	Work in process	25,978		20,758		Work in process	29,653		24,960
Finished goods	Finished goods	22,854		19,170		Finished goods	22,768		22,846
Total inventories	Total inventories	$	75,321	$	62,517	Total inventories	$	84,726	$	75,027

~~Note 5. Goodwill~~

During the first quarter of 2020, our market capitalization declined to a level that was less than the net book value of our stockholders’ equity. The decline in market capitalization was a triggering event that caused us to perform a goodwill impairment analysis as of March 31, 2020. The goodwill impairment analysis required significant judgments to calculate the fair value for the Power Solutions reporting unit, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for the operating segment, and determination of weighted average cost of capital. Our forecasts used in the goodwill impairment analysis reflected our expectations of declines in sales resulting from COVID-19. Significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, including market growth and market share, sales volumes and prices, costs to produce, discount rate, and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. The carrying value of the Power Solutions reporting unit exceeded the estimated fair value as of the March 31, 2020, analysis. As a result of our analysis, we recorded an impairment loss on goodwill of $92.9 million to the “Goodwill impairment” line on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). As of September 30, 2021, and December 31, 2020, there was no remaining goodwill balance.

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Note 6.4. Intangible Assets, Net

The following table shows changes in the carrying amount of intangible assets, net, by reportable segment.

Mobile
Solutions Power
Solutions Total
Balance as of December 31, 2020 $ 29,062 $ 74,003 $ 103,065
Amortization (2,515) (8,245) (10,760)
Balance as of September 30, 2021 $ 26,547 $ 65,758 $ 92,305


	Mobile Solutions		Power Solutions		Total
Balance as of December 31, 2021	$	25,709	$	63,009	$	88,718
Amortization	(1,677)		(5,496)		(7,173)




Balance as of June 30, 2022	$	24,032	$	57,513	$	81,545

Intangible assets are ~~tested~~reviewed for impairment when changes in circumstances indicate the carrying value of those assets may not be recoverable. AsAt June 30, 2022, our market capitalization declined to a level that was less than the net book value of ~~September~~our stockholders’ equity. The decline in market capitalization was a triggering event that caused us to perform an impairment analysis on our long-lived assets as of June 30, ~~2021,~~2022. Based on our analysis, the carrying values of the long-lived assets were recoverable and ~~December 31, 2020, there were~~ no ~~indicators of impairment.~~impairment charge was recorded during the six months ended June 30, 2022.

Note 7.5. Investment in Joint Venture

We own a 49% investment in Wuxi Weifu Autocam Precision Machinery Company, Ltd. (the “JV”), a joint venture located in Wuxi, China. The JV is jointly controlled and managed, and we account for it under the equity method.

The following table shows changes in our investment in the JV.


Balance as of December 31, ~~2020~~2021	$	~~26,983~~34,045
Share of earnings	~~3,456~~2,511
Dividends paid by joint venture	(4,026)
Foreign currency translation ~~gain~~loss	~~360~~ (1,655)
Balance as of ~~September~~June 30, ~~2021~~2022	$	~~30,799~~30,875

Note 8.6. Income Taxes

Our effective tax rate ~~for continuing operations~~ was ~~(9.8)~~(13.2)% and ~~3.5%~~(21.9)% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, respectively, and ~~106.1%~~3.4% and ~~5.9%~~7.1% for the three and ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, respectively. The effective tax rate for the three and ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022 differs from the U.S. federal statutory tax rate of 21% primarily due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by limitation on the amount of tax benefit recorded for loss carryforwards in certain jurisdictions where we believe it is more likely than not that a portion of the future tax benefit may not be realized. In addition, the effective tax rate was unfavorably impacted by U.S. tax on the earnings of foreign subsidiaries under the global intangible low-taxed income ~~(“GILTI”)~~ regime.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. The provisions of the legislation had a significant impact on our effective tax rate and income tax receivable as of and for the nine months ended September 30, 2020. Under the CARES Act, NOLs arising in tax years beginning after December 31, 2017, were carried back to preceding tax years when the federal tax rate was 35% rather than the currently enacted 21%. The effective tax rate for the three and nine months ended September 30, 2020, was also adversely impacted by the effect of the non-deductible goodwill impairment on the estimated annual effective tax rate and the impact of the minimum GILTI tax, partially offset by impacts from the CARES Act.

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Note 9.7. Debt

On March 22, 2021, we entered into a new $150.0 million term loan facility (the “Term Loan Facility”) and a new $50.0 million asset backed credit facility (the “ABL Facility”). The proceeds from the Term Loan Facility were used to prepay the amounts outstanding on our previous term loans. The previous credit facility was terminated and consisted of a Senior Secured Term Loan, Incremental Term Loan, and Senior Secured Revolver. No amounts were outstanding on the Senior Secured Revolver at the time of termination.

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~~The~~ following table presents debt balances as of ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020.~~2021.


		September 30, 2021		December 31, 2020			June 30, 2022		December 31, 2021
Term Loan Facility	Term Loan Facility	$	149,250	$	—	Term Loan Facility	$	148,125	$	148,875
Senior Secured Term Loan		—		47,728
Incremental Term Loan		—		22,716

ABL Facility						ABL Facility	2,000		—
International lines of credit and other loans	International lines of credit and other loans	11,398		14,418		International lines of credit and other loans	9,306		10,930
Total principal	Total principal	160,648		84,862		Total principal	159,431		159,805
Less-current maturities of long-term debt	Less-current maturities of long-term debt	3,355		4,885		Less-current maturities of long-term debt	3,139		3,074
Principal, net of current portion	Principal, net of current portion	157,293		79,977		Principal, net of current portion	156,292		156,731
Less-unamortized debt issuance costs and discount (1)	Less-unamortized debt issuance costs and discount (1)	5,970		952		Less-unamortized debt issuance costs and discount (1)	4,975		5,679
Long-term debt, net of current portion	Long-term debt, net of current portion	$	151,323	$	79,025	Long-term debt, net of current portion	$	151,317	$	151,052

(1) In addition to this amount, costs of $0.6 million and $0.7 million related to the ABL Facility were recorded in other non-current assets as of ~~September~~June 30, ~~2021,~~2022 and ~~$1.8 million related to the Senior Secured Revolver were recorded in other non-current assets as of~~ December 31, ~~2020.~~2021, respectively.

~~We capitalized interest costs of $0.2 million and $0.2 million in the nine months ended September 30, 2021 and 2020, respectively, related to construction in progress.~~

Term Loan Facility

The Term Loan Facility requires quarterly principal payments of $0.4 million with the remaining unpaid principal amount due on the final maturity date of September 22, 2026. The Term Loan Facility is collateralized by all of our assets. The Term Loan Facility has a first lien on all assets other than accounts receivable and inventory and has a second lien on accounts receivable and inventory. On March 3, 2022, we amended our Term Loan Facility, which increases the quarterly maximum consolidated net leverage ratio. We were in compliance with all requirements under the Term Loan Facility as of ~~September~~June 30, ~~2021.~~2022.

The Term Loan Facility was issued at a $3.8 million ~~discount. We~~discount and we capitalized an additional $2.8 million in new debt issuance costs. These costs ~~related to the Term Loan Facility. Debt issuance costs and original issue discount related to the Term Loan Facility~~ are recorded as a direct reduction to the carrying amount of the associated long-term debt and amortized over the term of the debt.

ABL Facility

The ABL Facility provides for a senior secured revolving credit facility in the amount of $50.0 million, of which $30.0 million is available in the form of letters of credit and $5.0 million is available for the issuance of short-term swingline loans. The availability of credit under the ABL Facility is limited by a borrowing base calculation derived from accounts receivable and inventory held in the United States. Outstanding borrowings under the ABL Facility bear interest on a variable rate structure plus an interest rate spread that is based on the average amount of aggregate revolving commitment available. The variable borrowing rate is either 1) LIBOR plus an applicable margin of 1.75% or 2.00%, depending on availability, or 2) the greater of the federal funds rate or prime, plus an applicable margin of 0.75% or 1.00%, depending on availability. We may elect whether to use one-month, three-month, or six-month LIBOR, subject to a 0.50% floor. Interest payments are due monthly on borrowings that utilize one-month LIBOR and quarterly on borrowings that utilize three-month or six-month LIBOR. At ~~September~~June 30, ~~2021,~~2022, using one-month LIBOR plus a 1.75% spread, the weighted average interest rate on outstanding borrowings under the ABL Facility ~~would have been 2.25% if there had been any balance outstanding.~~was 3.00%. We pay a commitment fee of 0.375% for unused capacity under the ABL Facility and a 1.875% fee on the amount of letters of credit outstanding. The final maturity date of the ABL Facility is March 22, 2026.

WeAs of June 30, 2022, we had no$2.0 million of outstanding borrowings under the ABL Facility, ~~at September 30, 2021. Total capacity under the ABL Facility was $47.7~~$11.1 million as of ~~September 30, 2021,~~outstanding letters of ~~which $36.5~~credit, and $36.9 million ~~was~~ available for future borrowings ~~after reductions for outstanding letters of credit as of September 30, 2021.~~under the ABL Facility. The ABL Facility has a first lien on accounts receivable and inventory. We were in compliance with all requirements under the ABL Facility as of ~~September~~June 30, ~~2021.~~2022.

We capitalized a total of $0.8 million in new debt issuance costs related to the ABL Facility. Costs related to the ABL Facility are recorded in other non-current assets and amortized over the term of the agreement.

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~~Senior Secured Term Loan~~

Outstanding borrowings under the Senior Secured Term Loan bore interest at one-month LIBOR (subject to a 0.75% floor) plus an applicable margin of 5.75%. During 2021 until termination, the Senior Secured Term Loan bore interest at 6.50%.

~~Incremental Term Loan~~

Outstanding borrowings under the Incremental Term Loan bore interest at one-month LIBOR plus an applicable margin of 5.75%. During 2021 until termination, the Incremental Term Loan bore interest at 5.90%.

~~Senior Secured Revolver~~

Outstanding borrowings under the Senior Secured Revolver bore interest on a variable rate structure at either 1) one-month LIBOR plus an applicable margin of 4.00% or 2) the prime lending rate plus an applicable margin of 3.00%. We had no outstanding borrowings under the Senior Secured Revolver during 2021. We incurred a commitment fee of 0.50% for unused capacity under the Senior Secured Revolver until it was terminated.

~~Debt Issuance Costs~~

We recognized a $2.4 million loss on extinguishment for unamortized debt issuance costs that were written off in the nine months ended September 30, 2021, in connection with the termination of our previous credit facility.

~~Interest Rate Swaps~~

On July 22, 2021, we entered into a fixed-rate interest rate swap agreement to change the LIBOR-based component of the interest rate on a portion of the Term Loan Facility to a fixed rate of 1.291%. The interest rate swap has a notional amount of $60.0 million and a maturity date of July 31, 2024.

A portion of the proceeds from the Term Loan Facility was used to settle and terminate our previous fixed-rate interest rate swap agreement with a cash payment of $13.7 million during the first quarter of 2021. Refer to Note 17 for further discussion of the interest rate swap agreements.

Note ~~10.~~8. Leases

The following table contains supplemental cash flow information related to ~~leases of continuing operations.~~leases.


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Cash paid for amounts included in the measurement of lease liabilities:	Cash paid for amounts included in the measurement of lease liabilities:					Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in finance leases	Operating cash flows used in finance leases	$	154	$	127	Operating cash flows used in finance leases	$	172	$	113
Operating cash flows used in operating leases	Operating cash flows used in operating leases	10,369		10,739		Operating cash flows used in operating leases	7,543		7,221
Financing cash flows used in finance leases	Financing cash flows used in finance leases	3,545		1,203		Financing cash flows used in finance leases	1,440		2,370
Right-of-use assets obtained in exchange for new finance lease liabilities	Right-of-use assets obtained in exchange for new finance lease liabilities	1,541		733		Right-of-use assets obtained in exchange for new finance lease liabilities	395		636
Right-of-use assets obtained in exchange for new operating lease liabilities (1)	Right-of-use assets obtained in exchange for new operating lease liabilities (1)	—		9,328		Right-of-use assets obtained in exchange for new operating lease liabilities (1)	2,178		—

(1) Includes new leases, renewals, and modifications.

As disclosed in our 2020 Annual Report, we amended the lease of our corporate headquarters building in March 2020 to exit over half of the previously leased space and reduce annual base rent payments. The amendment was accounted for as a lease modification, and the remeasurement of the lease resulted in an $8.1 million decrease in the operating lease right-of-use (“ROU”) asset, a $10.5 million decrease in the noncurrent portion of the operating lease liability, and a $0.6 million decrease in the current portion of the operating lease liability. The $3.0 million difference between the change in the operating lease ROU asset and the operating lease liabilities was recognized in “Other operating expense (income), net,” on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). In connection with the discontinued use of the previously leased space, we also recognized a $4.4 million termination charge and a $2.9 million impairment charge on the associated leasehold improvements, all of which were also recognized in “Other operating expense (income), net.”

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Note ~~11.~~9. Commitments and Contingencies

Brazil ICMS Tax Matter

Prior to the acquisition of Autocam Corporation (“Autocam”) in 2014, Autocam’s Brazilian subsidiary (“Autocam Brazil”) received notification from the Brazilian tax authority regarding ICMS (state value added ~~tax or “VAT”)~~tax) tax credits claimed on intermediary materials (e.g., tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS tax credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing processes. Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process.

We believe that we have substantial legal and factual defenses, and we plan to defend our interests in this matter vigorously. The matter encompasses several lawsuits filed with the Brazilian courts requesting declaratory actions that no tax is due or seeking a stay of execution on the collection of the tax. In 2018, we obtained a favorable decision in one of the declaratory actions for which the period for appeal has expired. We have filed actions in each court requesting dismissal of the matter based on the earlier court action. In May 2020, we received an unfavorable decision in one of the lawsuits, and as a result have recorded a liability to the Brazilian tax authorities and a receivable from the former shareholders of Autocam for the same amount. Although we anticipate a favorable resolution to the remaining matters, we can provide no assurances that we will be successful in achieving dismissal of all pending cases. The U.S. dollar amount that would be owed in the event of an unfavorable decision is subject to interest, penalties, and currency impacts and therefore is dependent on the timing of the decision. For the remaining open lawsuits, we currently believe the cumulative potential liability in the event of unfavorable decisions on all matters will be less than $5.0 million, inclusive of interest and penalties.

We are entitled to indemnification from the former shareholders of Autocam, subject to the limitations and procedures set forth in the agreement and plan of merger relating to the Autocam acquisition. Management believes the indemnification would include amounts owed for the tax, interest, and penalties related to this matter. Accordingly, we ~~don’t~~do not expect to incur a loss related to this matter even in the event of an unfavorable decision and, therefore, have not accrued an amount for the remaining matters as of ~~September~~June 30, ~~2021.~~2022.

Securities Offering Matter

~~On November 1, 2019,~~As previously disclosed, Erie County Employees’ Retirement System, on behalf of a purported class of plaintiffs, filed a complaint in the Supreme Court of the State of New York, County of New York against ~~the Company,~~us, certain of ~~the Company’s~~our current and former officers and directors, and each of the underwriters involved in ~~the Company’s~~our public offering and sale of 14.4 million shares of ~~its~~our common stock pursuant to a preliminary prospectus supplement, dated September 10, 2018, a final prospectus supplement, dated September 13, 2018, and a base prospectus, dated April 19, 2017, relating to ~~the Company’s~~our effective shelf registration statement on Form S-3 (File No. 333-216737) (the “Offering”)~~, which complaint was~~. The amended ~~on January 24, 2020. The~~ complaint alleges violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 in connection with the Offering. ~~The plaintiffs seek~~

On July 25, 2022, the parties filed a Stipulation of Settlement, which is subject to ~~represent a class of stockholders who purchased shares~~court approval, to settle the securities offering action. Under the terms of the ~~Company’s common stock~~Stipulation of Settlement, the Company and/or its insurance carrier will make a cash payment to the plaintiff in the ~~Offering. The complaint seeks unspecified monetary damages~~amount $9.5 million (the “Settlement Amount”), in exchange for which the Company and the other ~~relief. The Company believes~~named defendants will be released from all claims related to the ~~complaint~~securities offering action. As of June 30, 2022, we have previously

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paid covered expenses totaling $1.0 million meeting our directors' and ~~allegations to~~officers' retention requirement and therefore the Settlement Amount will be ~~without merit~~covered and intends to vigorously defend itself against these actions. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on the Company’s financial position, results of operations, or cash flows.paid by our directors' and officers' insurance carrier.

Other Legal Matters

On ~~October 26, 2020, Corre Opportunities Qualified Master Fund, LP, and Corre Horizon Fund, LP, (collectively, “Corre Partners”) filed~~April 25, 2022, we reached an agreement to settle breach of contract claims brought by a ~~complaint~~former customer regarding the sale of products by us in 2016. Under the agreement, we will pay $1.8 million to the customer in specified installments through July 2023. The $1.8 million settlement is included in the ~~Chancery Court~~Other operating expense (income), net line in the Condensed Consolidated Statements of ~~the State of Delaware against the Company.~~ The complaint alleged that the Company’s sale of its Life Sciences business without obtaining the prior consent of the plaintiffs was a breach of the terms of the Series B Preferred Stock. On May 13, 2021, the Company entered into a cooperation agreement with Corre Partners. In connection with the cooperation agreement, on May 13, 2021, the Company also entered into a settlement agreement with Corre Partners, which resolved the complaint.Operations and Comprehensive Income (Loss).

All other legal proceedings are of an ordinary and routine nature and are incidental to our operations. Management believes that such proceedings should not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations, or cash flows. In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes.

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Note ~~12.~~10. Preferred Stock and Stockholders' Equity

Series D Perpetual Preferred Stock

On March 22, 2021, we completed a private placement of 65 thousand shares of newly designated Series D Perpetual Preferred Stock, with a par value of $0.01 per share (the “Series D Preferred Stock”), at a price of $1,000 per share, together with detachable warrants (the “2021 Warrants”) to purchase up to 1.9 million shares of our common stock at an exercise price of $0.01 per share. The Series D Preferred Stock has an initial liquidation preference of $1,000 per share and is redeemable at our option in cash at a redemption price equal to the liquidation preference then in effect. Series D Preferred Stock shares earn cash dividends at a rate of 10.0% per year, payable quarterly in arrears, accruing whether or not earned or declared. If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases by 12.0% per year. On March 22, 2026, the cash dividend rate and in-kind dividend rate increase by 2.5% per year. Cash dividends are required beginning on September 30, 2027.

The Series D Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Series D Preferred Stock could require redemption of the Series D Preferred Stock upon a change of control event that is considered not solely within our control. For initial recognition, the Series D Preferred Stock was recognized at a discounted value, net of issuance costs and allocation to warrants and a bifurcated embedded derivative. The aggregate discount is amortized as a deemed dividend through March 22, 2026, which is the date the dividend rate begins to increase by 2.5% per year. Deemed dividends adjust retained earnings (or in the absence of retained earnings, additional paid-in capital).

In accordance with ASC 815-15, Derivatives and Hedging - Embedded Derivatives, certain features of the Series D Preferred Stock were bifurcated and accounted for as derivatives separately. Note 1715 discusses the accounting for these features.

As of ~~September~~June 30, ~~2021,~~2022, the carrying value of the Series D Preferred Stock shares was ~~$51.4~~$59.0 million, which included ~~$4.7~~$12.3 million of accumulated unpaid and deemed dividends. The following table presents the change in the Series D Preferred Stock carrying value during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.


	~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022

Beginning balance	$	—53,807
~~Proceeds from issuance of shares, net of issuance costs~~	~~61,793~~
~~Fair value of 2021 Warrants issued~~	~~(14,839)~~
~~Recognition of bifurcated embedded derivative~~	~~(282)~~
~~Accrual of in-kind dividends~~	~~4,142~~
~~Amortization~~	~~569~~

~~Ending balance~~	$	~~51,383~~

Net cash proceeds of $61.8 million from the issuance of the Series D Preferred Stock, along with part of the proceeds from the Term Loan Facility, were used to redeem all of the outstanding shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”).

~~Series B Convertible Preferred Stock~~

The Series B Preferred Stock had a liquidation preference of $1,000 per share and was redeemable in cash at our option, subject to the applicable redemption premium. Series B Preferred Stock shares earned cumulative dividends at a rate of 10.625% per year, and accrued whether or not earned or declared. The Series B Preferred Stock was recognized at a discounted value, net of issuance costs and allocation to warrants and bifurcated embedded derivatives. The aggregate discount was amortized as a deemed dividend through December 31, 2023, which is the date the holders had a non-contingent conversion option into a variable number of common shares equal to the liquidation preference plus accrued and unpaid dividends. Deemed dividends adjust retained earnings (or in the absence of retained earnings, additional paid-in capital).

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At redemption on March 22, 2021, the carrying value of the Series B Preferred Stock shares included $14.3 million of accumulated unpaid and deemed dividends. The following table presents the change in the Series B Preferred Stock carrying value during the nine months ended September 30, 2021.


	Nine Months Ended September 30, 2021

~~Beginning balance~~	$	~~105,086~~




Accrual of in-kind dividends	~~14,008~~4,348
Amortization	~~335~~848
~~Redemption~~	~~(119,429)~~
Ending balance	$	—59,003

~~Preferred Share Purchase Rights~~

On April 15, 2020, our Board of Directors authorized and declared a dividend of 1 preferred share purchase right for each outstanding share of common stock to shareholders of record on April 27, 2020. The rights expired on March 31, 2021.

Note ~~13.~~11. Revenue from Contracts with Customers

Revenue is recognized when control of the good or service is transferred to the customer either at a point in time or, in limited circumstances, as our services are rendered over time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or services. During the six months ended June 30, 2022, we received equipment from a customer as part of the selling price of goods transferred. This noncash consideration was recognized as revenue equal to the fair value of the equipment received.

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The following tables summarize revenue by customer geographical region.

Three Months Ended September 30, 2021
Mobile
Solutions Power
Solutions Intersegment
Sales
Eliminations Total
United States and Puerto Rico $ 35,812 $ 38,313 $ (22) $ 74,103
China 10,849 749 — 11,598
Brazil 8,951 192 — 9,143
Mexico 4,981 4,627 — 9,608
Germany 1,080 159 — 1,239
Poland 698 3 — 701
Other 6,215 4,637 — 10,852
Total net sales $ 68,586 $ 48,680 $ (22) $ 117,244


		Three Months Ended September 30, 2020									Three Months Ended June 30, 2022
		Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total			Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
United States and Puerto Rico	United States and Puerto Rico	$	37,116	$	35,299	$	(25)	$	72,390	United States and Puerto Rico	$	35,954	$	40,377	$	(37)	$	76,294
China	China	12,785		1,580		—		14,365		China	8,764		1,233		—		9,997
Brazil	Brazil	7,100		253		—		7,353		Brazil	11,293		312		—		11,605
Mexico	Mexico	4,454		3,239		—		7,693		Mexico	8,087		4,358		—		12,445
Germany	Germany	1,400		132		—		1,532		Germany	1,121		73		—		1,194
Poland	Poland	1,342		4		—		1,346		Poland	1,158		1		—		1,159
Other	Other	6,174		2,908		—		9,082		Other	6,973		5,695		—		12,668
Total net sales	Total net sales	$	70,371	$	43,415	$	(25)	$	113,761	Total net sales	$	73,350	$	52,049	$	(37)	$	125,362


	Three Months Ended June 30, 2021
	Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
United States and Puerto Rico	$	35,284	$	39,424	$	—	$	74,708
China	13,219		1,282		—		14,501
Brazil	9,985		343		—		10,328
Mexico	4,829		4,349		—		9,178
Germany	1,369		96		—		1,465
Poland	904		3		—		907
Other	8,296		3,774		—		12,070
Total net sales	$	73,886	$	49,271	$	—	$	123,157


	Six Months Ended June 30, 2022
	Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
United States and Puerto Rico	$	73,764	$	80,863	$	(51)	$	154,576
China	21,316		2,477		—		23,793
Brazil	22,013		657		—		22,670
Mexico	13,151		9,099		—		22,250
Germany	2,404		135		—		2,539
Poland	2,498		5		—		2,503
Other	14,274		10,824		—		25,098
Total net sales	$	149,420	$	104,060	$	(51)	$	253,429


	Six Months Ended June 30, 2021
	Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
United States and Puerto Rico	$	72,722	$	79,230	$	(47)	$	151,905
China	27,633		2,788		—		30,421
Brazil	19,653		535		—		20,188
Mexico	9,844		7,746		—		17,590
Germany	3,136		260		—		3,396
Poland	2,084		7		—		2,091
Other	16,590		7,780		—		24,370
Total net sales	$	151,662	$	98,346	$	(47)	$	249,961

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Nine Months Ended September 30, 2021
Mobile
Solutions Power
Solutions Intersegment
Sales
Eliminations Total
United States and Puerto Rico $ 108,534 $ 117,543 $ (69) $ 226,008
China 38,482 3,537 — 42,019
Brazil 28,604 727 — 29,331
Mexico 14,825 12,373 — 27,198
Germany 4,216 419 — 4,635
Poland 2,782 10 — 2,792
Other 22,805 12,417 — 35,222
Total net sales $ 220,248 $ 147,026 $ (69) $ 367,205

Nine Months Ended September 30, 2020
Mobile
Solutions Power
Solutions Intersegment
Sales
Eliminations Total
United States and Puerto Rico $ 94,482 $ 104,455 $ (93) $ 198,844
China 31,203 3,989 — 35,192
Brazil 17,815 446 — 18,261
Mexico 11,746 9,501 — 21,247
Germany 4,401 261 — 4,662
Poland 3,441 11 — 3,452
Other 18,204 8,644 — 26,848
Total net sales $ 181,292 $ 127,307 $ (93) $ 308,506

The following tables summarize revenue by customer industry. Our products in the automotive industry include high-precision components and assemblies for electric power steering systems, electric braking, electric motors, fuel systems, emissions control, transmissions, moldings, stampings, sensors, and electrical contacts. Our products in the general industrial industry include high-precision metal and plastic components for a variety of industrial applications including diesel industrial motors, heating and cooling systems, fluid power systems, power tools, and more. While many of the industries we serve include electrical components, our products in the residential/commercial electrical industry category in the following tables include components used in smart meters, charging stations, circuit breakers, transformers, electrical contact assemblies, precision stampings, welded contact assemblies, and specification plating and surface finishing.


		Three Months Ended September 30, 2021									Three Months Ended June 30, 2022
		Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total			Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
Automotive	Automotive	$	43,486	$	12,455	$	—	$	55,941	Automotive	$	48,850	$	9,728	$	—	$	58,578
General Industrial	General Industrial	21,396		12,273		—		33,669		General Industrial	20,532		16,640		—		37,172
Residential/Commercial Electrical	Residential/Commercial Electrical	—		16,257		—		16,257		Residential/Commercial Electrical	—		18,757		—		18,757
Other	Other	3,704		7,695		(22)		11,377		Other	3,968		6,924		(37)		10,855
Total net sales	Total net sales	$	68,586	$	48,680	$	(22)	$	117,244	Total net sales	$	73,350	$	52,049	$	(37)	$	125,362


	Three Months Ended June 30, 2021
	Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
Automotive	$	46,247	$	9,657	$	—	$	55,904
General Industrial	24,449		15,057		—		39,506
Residential/Commercial Electrical	—		16,219		—		16,219
Other	3,190		8,338		—		11,528
Total net sales	$	73,886	$	49,271	$	—	$	123,157


	Six Months Ended June 30, 2022
	Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
Automotive	$	99,446	$	19,806	$	—	$	119,252
General Industrial	42,337		32,975		—		75,312
Residential/Commercial Electrical	—		35,956		—		35,956
Other	7,637		15,323		(51)		22,909
Total net sales	$	149,420	$	104,060	$	(51)	$	253,429


	Six Months Ended June 30, 2021
	Mobile Solutions		Power Solutions		Intersegment Sales Eliminations		Total
Automotive	$	96,391	$	20,082	$	—	$	116,473
General Industrial	48,759		30,431		—		79,190
Residential/Commercial Electrical	—		31,573		—		31,573
Other	6,512		16,260		(47)		22,725
Total net sales	$	151,662	$	98,346	$	(47)	$	249,961

Deferred Revenue

Deferred revenue relates to payments received in advance of performance under the contract and recognized as revenue as (or when) we perform under the contract. The balance of deferred revenue was $0.6 million and $0.5 million as of June 30, 2022 and December 31, 2021, respectively. Revenue recognized for performance obligations satisfied or partially satisfied during the six months ended June 30, 2022 included $0.5 million that was included in deferred revenue as of December 31, 2021.

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Three Months Ended September 30, 2020
Mobile
Solutions Power
Solutions Intersegment
Sales
Eliminations Total
Automotive $ 47,484 $ 10,629 $ — $ 58,113
General Industrial 19,912 13,142 — 33,054
Residential/Commercial Electrical — 12,996 — 12,996
Other 2,975 6,648 (25) 9,598
Total net sales $ 70,371 $ 43,415 $ (25) $ 113,761

Nine Months Ended September 30, 2021
Mobile
Solutions Power
Solutions Intersegment
Sales
Eliminations Total
Automotive $ 139,877 $ 38,036 $ — $ 177,913
General Industrial 70,155 39,608 — 109,763
Residential/Commercial Electrical — 48,237 — 48,237
Other 10,216 21,145 (69) 31,292
Total net sales $ 220,248 $ 147,026 $ (69) $ 367,205

Nine Months Ended September 30, 2020
Mobile
Solutions Power
Solutions Intersegment
Sales
Eliminations Total
Automotive $ 119,069 $ 29,810 $ — $ 148,879
General Industrial 55,069 37,030 — 92,099
Residential/Commercial Electrical — 39,695 — 39,695
Other 7,154 20,772 (93) 27,833
Total net sales $ 181,292 $ 127,307 $ (93) $ 308,506

Transaction Price Allocated to Future Performance Obligations

We are required to disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of ~~September~~June 30, ~~2021,~~2022, unless our contracts meet one of the practical expedients. Our contracts met the practical expedient for a performance obligation that is part of a contract that has an original expected duration of one year or less.

~~Sales Concentration~~

We recognized sales from a single customer of $11.1 million, or 10%, and $37.3 million, or 10%, of consolidated net sales, during the three and nine months ended September 30, 2021, respectively. Revenues from this customer are primarily in our Mobile Solutions segment.

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Note ~~14.~~12. Share-Based Compensation

~~Share-based~~The following table lists the components of share-based compensation ~~cost~~expense by type of award, which is recognized in the “Selling, general, and administrative expense” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) except for $(0.2) million and $0.2 million, attributable to discontinued operations for the three and nine months ended September 30, 2020, respectively. The following table lists the components of share-based compensation expense by type of award..


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Stock options	Stock options	$	59	$	132	$	207	$	453	Stock options	$	31	$	59	$	87	$	148
Restricted stock	Restricted stock	521		963		1,660		2,791		Restricted stock	2,158		591		2,762		1,139
Performance share units	Performance share units	351		340		1,050		898		Performance share units	417		450		706		699
Change in estimate of share-based award vesting (1)	Change in estimate of share-based award vesting (1)	—		(577)		(337)		(577)		Change in estimate of share-based award vesting (1)	—		(337)		—		(337)
Share-based compensation expense	Share-based compensation expense	$	931	$	858	$	2,580	$	3,565	Share-based compensation expense	$	2,606	$	763	$	3,555	$	1,649

_______________________________

(1)Amounts reflect the decrease in share-based compensation expense based on the change in estimate of the probability of vesting of share-based awards.

Stock Options

The following table presents stock option activity for the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.

Number of Options
(in thousands) Weighted-
Average
Exercise
Price
(per share) Weighted-
Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value
Outstanding at January 1, 2021 871 $ 12.41
Exercised (6) 7.93
Forfeited or expired (118) 15.25
Outstanding at September 30, 2021 747 $ 11.99 3.6 years $ — (1)
Exercisable at September 30, 2021 651 $ 12.45 3.0 years $ — (1)


	Number of Options (in thousands)	Weighted- Average Exercise Price (per share)		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value
Outstanding at January 1, 2022	621	$	12.24



Expired	(79)	9.71
Outstanding at June 30, 2022	542	$	12.61	4.1 years	$	—	(1)
Exercisable at June 30, 2022	515	$	12.77	3.9 years	$	—	(1)

_______________________________

(1)The aggregate intrinsic value is the sum of intrinsic values for each exercisable individual option grant. The intrinsic value is the amount by which the closing market price of our stock at ~~September~~June 30, ~~2021,~~2022, was greater than the exercise price of any individual option grant.

Restricted Stock

During the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, we granted ~~459 thousand~~897,000 shares of restricted stock to non-executive directors, officers and certain other key ~~employees.~~employees under the NN, Inc. 2019 Omnibus Incentive Plan (“2019 Omnibus Plan”). The shares of restricted stock granted during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, vest pro-rata generally over three years for employees and over one year for non-executive directors. We determined the fair value of the shares awarded by using the closing price of our common stock as of the date of grant. The weighted average grant date fair value of restricted stock granted in the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, was ~~$6.84~~$3.31 per share. Total grant date fair value of restricted stock that vested in the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, was ~~$2.8~~$2.1 million.

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The following table presents the status of unvested restricted stock awards as of ~~September~~June 30, ~~2021,~~2022 and changes during the ~~nine~~six months then ended.


		Nonvested Restricted Shares (in thousands)	Weighted Average Grant-Date Fair Value (per share)			Nonvested Restricted Shares (in thousands)	Weighted Average Grant-Date Fair Value (per share)
Unvested at January 1, 2021		385	$	9.42
Unvested at January 1, 2022					Unvested at January 1, 2022	469	$	7.28
Granted	Granted	459	6.84		Granted	897	3.31
Vested	Vested	(303)	9.34		Vested	(291)	7.05
Forfeited	Forfeited	(65)	7.20		Forfeited	(9)	4.73
Unvested at September 30, 2021		476	$	7.28
Unvested at June 30, 2022					Unvested at June 30, 2022	1,066	$	4.02

Performance Share Units

Performance Share Units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of our stockholders, and to create long-term stockholder value. ~~PSUs granted in 2021 were made pursuant to the NN, Inc. 2019 Omnibus Incentive Plan and a Performance Share Unit Agreement (the “2019 Omnibus Agreement”).~~ Some PSUs are based on total shareholder return (“TSR Awards”), and other PSUs are based on return on invested capital (“ROIC Awards”). TSR Awards granted in 2022 were made pursuant to the 2019 Omnibus Plan and a Performance Share Unit Agreement (the “2019 Omnibus Agreement”). ROIC Awards granted in 2022 were made pursuant to the NN, Inc. 2022 Omnibus Incentive Plan and a Performance Share Unit Agreement.

The TSR Awards vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of ~~the S&P SmallCap 600 Index~~a specified index during specified performance periods as defined in the 2019 Omnibus Agreement. The ROIC Awards vest, if at all, upon our achieving a specified average return on invested capital during the performance periods. Each performance period generally begins on January 1 of the year of grant and ends 3 years later on December 31.

We recognize compensation expense over the performance period in which the performance and market conditions are measured. If the PSUs do not vest at the end of the performance periods, then the PSUs will expire automatically. Upon vesting, the PSUs will be settled by the issuance of shares of our common stock, subject to the award recipient’s continued employment. The actual number of shares of common stock to be issued to each award recipient at the end of the performance periods will be interpolated between a threshold and maximum payout amount based on actual performance results. No dividends will be paid on outstanding PSUs during the performance period; however, dividend equivalents will be paid based on dividends declared and the number of shares of common stock that are ultimately earned at the end of the performance periods.

With respect to the TSR and ROIC Awards, a participant will earn 50% of the target number of PSUs for “Threshold Performance,” 100% of the target number of PSUs for “Target Performance,” and 150% of the target number of PSUs for “Maximum Performance.” For performance levels falling between the values shown below, the percentages will be determined by interpolation.

The following table presents the goals with respect to ~~TSR Awards and ROIC Awards~~PSUs granted ~~or modified~~ in ~~2021.~~2022.

TSR Awards: Threshold Performance
(50% of Shares) Target Performance
(100% of Shares) Maximum Performance
(150% of Shares)
2021 grants 35th Percentile 50th Percentile 75th Percentile
ROIC Awards: Threshold Performance
(50% of Shares) Target Performance
(100% of Shares) Maximum Performance
(150% of Shares)
2021 grants 6.3% 7.0% 8.6%
2020 grants (1) 6.7% 7.9% 8.7%

Threshold
Performance
(25% of Shares)

Target Performance
(100% of Shares)

Maximum Performance
(150% of Shares)

TSR Awards

25th Percentile

55th Percentile

75th Percentile

Threshold
Performance
(50% of Shares)

Target Performance
(100% of Shares)

Maximum Performance
(150% of Shares)

ROIC Awards

6.4%

8.6%

10.0%

~~(1)~~The performance levels for 2020 grants were modified by the compensation committee of the board of directors in the first quarter of 2021 to adjust for the sale of the Life Sciences business and the ongoing effects of the COVID-19 pandemic.

We estimate the grant date fair value of TSR Awards using the Monte Carlo simulation model, as the total shareholder return metric is considered a market condition under ASC Topic 718, Compensation – stock compensation. The grant date fair value of ROIC Awards is based on the closing price of a share of our common stock on the date of grant.

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~~The following table presents the number of PSUs granted and the grant date fair value in the period presented.~~

TSR Awards ROIC Awards
Award Year Shares
(in thousands) Grant Date
Fair Value
(per share) Shares
(in thousands) Grant Date
Fair Value
(per share)
2021 142 $8.58 172 $7.20

We recognize expense for ROIC Awards based on the probable outcome of the associated performance condition. We generally recognize an expense for ROIC Awards based on the Target Performance threshold of 100% because, at the date of grant, the Target Performance is the probable level of performance achievement.

The following table presents the status of unvested PSUs as of ~~September~~June 30, ~~2021,~~2022 and changes during the ~~nine~~six months then ended.

Nonvested TSR Awards Nonvested ROIC Awards
Shares
(in thousands) Weighted
Average
Grant-Date
Fair Value
(per share) Shares
(in thousands) Weighted
Average
Grant-Date
Fair Value
(per share)
Nonvested at January 1, 2021 138 $ 10.58 160 $ 9.13
Granted 142 8.58 172 7.20
Forfeited (61) 9.61 (71) 8.17
Nonvested at September 30, 2021 219 $ 9.55 261 $ 8.12

~~Change in Vesting Estimates~~

During the nine months ended September 30, 2021, we recognized a decrease in share-based compensation expense in continuing operations of $0.3 million in the “Selling, general, and administrative expense” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) to reverse cumulative expense for restricted stock and PSU awards that were forfeited upon termination of employment and were in excess of our estimated forfeiture rate.


	Nonvested TSR Awards			Nonvested ROIC Awards
	Shares (in thousands)	Weighted Average Grant-Date Fair Value (per share)		Shares (in thousands)	Weighted Average Grant-Date Fair Value (per share)
Nonvested at January 1, 2022	194	$	9.59	228	$	8.14
Granted	382	2.53		408	2.62


Nonvested at June 30, 2022	576	$	4.90	636	$	4.60

Note ~~15.~~13. Accumulated Other Comprehensive Income

The following tables present the components of accumulated other comprehensive income (loss) (“AOCI”).


		Foreign Currency Translation		Interest rate swap		Income taxes (1)		Total			Foreign Currency Translation		Interest rate swap		Income taxes (1)		Total
Balance at June 30, 2021		$	(29,819)	$	—	$	—	$	(29,819)
Balance at March 31, 2022										Balance at March 31, 2022	$	(29,416)	$	1,698	$	(363)	$	(28,081)
Other comprehensive income (loss) before reclassifications	Other comprehensive income (loss) before reclassifications	(2,612)		(229)		53		(2,788)		Other comprehensive income (loss) before reclassifications	(8,490)		471		(98)		(8,117)
Amounts reclassified from AOCI to interest expense (2)	Amounts reclassified from AOCI to interest expense (2)	—		29		(7)		22		Amounts reclassified from AOCI to interest expense (2)	—		38		(7)		31

Net other comprehensive income (loss)	Net other comprehensive income (loss)	(2,612)		(200)		46		(2,766)		Net other comprehensive income (loss)	(8,490)		509		(105)		(8,086)
Balance at September 30, 2021		$	(32,431)	$	(200)	$	46	$	(32,585)
Balance at June 30, 2022										Balance at June 30, 2022	$	(37,906)	$	2,207	$	(468)	$	(36,167)

Balance at June 30, 2020		$	(48,507)	$	(23,662)	$	5,493	$	(66,676)
Other comprehensive income (loss) before reclassifications		6,712		27		(6)		6,733
Amounts reclassified from AOCI to interest expense (2)		—		4,100		(952)		3,148
Balance at March 31, 2021										Balance at March 31, 2021	$	(34,228)	$	—	$	—	$	(34,228)

Net other comprehensive income (loss)	Net other comprehensive income (loss)	6,712		4,127		(958)		9,881		Net other comprehensive income (loss)	4,409		—		—		4,409
Balance at September 30, 2020		$	(41,795)	$	(19,535)	$	4,535	$	(56,795)
Balance at June 30, 2021										Balance at June 30, 2021	$	(29,819)	$	—	$	—	$	(29,819)

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	Foreign Currency Translation		Interest rate swap		Income taxes (1)		Total
Balance at December 31, 2021	$	(32,016)	$	151	$	(37)	$	(31,902)
Other comprehensive income (loss) before reclassifications	(5,890)		1,974		(414)		(4,330)
Amounts reclassified from AOCI to interest expense (2)	—		82		(17)		65

Net other comprehensive income (loss)	(5,890)		2,056		(431)		(4,265)
Balance at June 30, 2022	$	(37,906)	$	2,207	$	(468)	$	(36,167)

Balance at December 31, 2020	$	(30,881)	$	(3,712)	$	861	$	(33,732)
Other comprehensive income (loss) before reclassifications	1,062		—		—		1,062

Amounts reclassified from AOCI to loss on interest rate swap (3)	—		3,712		(861)		2,851
Net other comprehensive income (loss)	1,062		3,712		(861)		3,913
Balance at June 30, 2021	$	(29,819)	$	—	$	—	$	(29,819)

Foreign Currency Translation Interest rate swap Income taxes (1) Total
Balance at December 31, 2020 $ (30,881) $ (3,712) $ 861 $ (33,732)
Other comprehensive income (loss) before reclassifications (1,550) (229) 53 (1,726)
Amounts reclassified from AOCI to interest expense (2) — 29 (7) 22
Amounts reclassified from AOCI to loss on interest rate swap (3) — 3,712 (861) 2,851
Net current-period other comprehensive income (loss) (1,550) 3,512 (815) 1,147
Balance at September 30, 2021 $ (32,431) $ (200) $ 46 $ (32,585)
Balance at December 31, 2019 $ (35,159) $ (12,234) $ 2,839 $ (44,554)
Other comprehensive income (loss) before reclassifications (6,636) (16,207) 3,764 (19,079)
Amounts reclassified from AOCI to interest expense (2) — 8,906 (2,068) 6,838
Net current-period other comprehensive income (loss) (6,636) (7,301) 1,696 (12,241)
Balance at September 30, 2020 $ (41,795) $ (19,535) $ 4,535 $ (56,795)

~~_______________________~~______________________

(1) Income tax effect of changes in interest rate swap.

(2) Represents interest rate swap settlements of effective hedge.

(3) Represents reclassification of derivative loss and settlements after discontinuation of hedge accounting.

Note ~~16.~~14. Net Income (Loss) Per Common Share

In accordance with ASC 260, Earnings Per Share, a company that has participating securities is required to utilize the two-class

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method for calculating earnings per share (“EPS”) unless the treasury stock method results in lower EPS. The two-class method is an allocation of earnings between the holders of common stock and a company’s participating securities. Basic EPS is calculated by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potentially dilutive stock options, warrants, and convertible preferred stock.

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The following table summarizes the computation of basic and diluted net ~~income (loss)~~loss per common share.

Three Months Ended
September 30, Nine Months Ended
September 30,
2021 2020 2021 2020
Numerator:
Income (loss) from continuing operations $ (3,377) $ 1,640 $ (13,681) $ (124,003)
Less: Preferred stock cumulative dividends and deemed dividends (2,314) (3,139) (19,054) (9,133)
Numerator for basic and diluted income (loss) from continuing operations per common share (1) (5,691) (1,499) (32,735) (133,136)
Income (loss) from discontinued operations, net of tax (Note 2) — 20,330 — (123,966)
Numerator for basic and diluted undistributed net loss per common share (1) $ (5,691) $ 18,831 $ (32,735) $ (257,102)
Denominator:
Weighted average common shares outstanding 43,034 42,746 42,980 42,696
Adjustment for unvested restricted common stock (476) (544) (459) (526)
Adjustment for 2021 Warrants outstanding (2) 1,897 — 1,341 —
Shares used to calculate income (loss) per share, basic and diluted 44,455 42,202 43,862 42,170
Per common share net income (loss):
Basic loss from continuing operations per common share $ (0.13) $ (0.04) $ (0.75) $ (3.16)
Basic income (loss) from discontinued operations per common share — 0.49 — (2.94)
Basic income (loss) per common share $ (0.13) $ 0.45 $ (0.75) $ (6.10)
Diluted loss from continuing operations per common share $ (0.13) $ (0.04) $ (0.75) $ (3.16)
Diluted income (loss) from discontinued operations per common share — 0.49 — (2.94)
Diluted income (loss) per common share $ (0.13) $ 0.45 $ (0.75) $ (6.10)
Cash dividends declared per common share $ — $ — $ — $ —


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Numerator:
Net loss	$	(8,567)	$	(5,391)	$	(11,869)	$	(10,304)
Less: Preferred stock cumulative dividends and deemed dividends	(2,658)		(2,211)		(5,196)		(16,740)








Numerator for basic and diluted undistributed net loss per common share (1)	$	(11,225)	$	(7,602)	$	(17,065)	$	(27,044)

Denominator:
Weighted average common shares outstanding	43,885		43,067		43,599		42,952
Adjustment for unvested restricted common stock	(1,070)		(524)		(844)		(450)
Adjustment for 2021 Warrants outstanding (2)	1,893		1,897		1,894		1,059
Shares used to calculate net loss per share, basic and diluted	44,708		44,440		44,649		43,561



Per common share net loss:






Basic and diluted net loss per common share	$	(0.25)	$	(0.17)	$	(0.38)	$	(0.62)
Cash dividends declared per common share	$	—	$	—	$	—	$	—

(1) Preferred Stock does not participate in losses.

(2) Weighted average 2021 Warrants outstanding are included in shares outstanding for calculation of basic earnings per share because they are exercisable at an exercise price of $0.01 per share, subject to certain adjustments (see Note ~~17)~~15).

The following table presents securities that could be potentially dilutive in the future that were excluded from the calculation of diluted net loss per common share because they had an anti-dilutive effect.


		Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
		2021	2020	2021	2020		2022	2021	2022	2021
Options	Options	752	875	812	875	Options	546	825	573	843
2019 Warrants	2019 Warrants	1,500	1,500	1,500	1,500	2019 Warrants	1,500	1,500	1,500	1,500
Series B Preferred Stock, as-converted		—	23,573	—	23,573
		2,252	25,948	2,312	25,948
							2,046	2,325	2,073	2,343

We have elected to allocate undistributed income to participating securities based on year-to-date results. As there was no undistributed income for the ~~three and nine~~six months ended ~~September~~June 30, ~~2021,~~2022, no such allocation was necessary. In addition, given the undistributed loss ~~from continuing operations~~ in the three and ~~nine~~six months ended ~~September~~June 30, ~~2021~~2022 and ~~2020,~~2021, options and the 2019 Warrants are considered anti-dilutive and were excluded from the calculation of diluted net loss per share. Stock options excluded from the calculations of diluted net loss per share had a per share exercise price ranging from $7.93 to

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~~$25.16~~ $25.16 for the three months ended ~~September~~June 30, ~~2021,~~2022, and $7.93 to $25.16 for three months ended ~~September~~June 30, ~~2020.~~2021. Stock options excluded from the calculations of diluted net ~~income (loss)~~loss per share had a per share exercise price ranging from $7.93 to $25.16 for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, and $7.93 to $25.16 for ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The 2019 Warrants excluded from the calculation of diluted net loss per share for the three and ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, had a per share exercise price of $11.49. ~~Series B Preferred Stock excluded from the calculation of diluted net loss per share for the three and nine months ended September 30, 2020, was calculated on an as-converted basis.~~

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Note ~~17.~~15. Fair Value Measurements

Fair value is an exit price representing the expected amount that an entity would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We followed consistent methods and assumptions to estimate fair values as more fully described in the ~~2020~~2021 Annual Report.

Fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the assumptions used to measure assets and liabilities at fair value. An asset or liability’s classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.

Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, derivatives, and long-term debt. As of ~~September~~June 30, ~~2021,~~2022, the carrying values of these financial instruments approximated fair value.

Derivative Financial Instruments

Certain features were bifurcated and accounted for separately from the Series B Preferred ~~Stock.~~Stock, which was redeemed in March 2021. The following ~~features were~~feature was recorded as ~~derivatives.~~

•~~Leverage ratio put feature.~~ ~~The Series B Preferred Stock included~~ a redemption option based on a leverage ratio threshold that provided the preferred holder the option to convert the Series B Preferred Stock to a variable number of shares of common stock at a discount to the then fair value of our common stock. The conversion feature was considered a redemption right at a premium which was not clearly and closely related to the debt host. The conversion feature was terminated upon redemption of the Series B Preferred Stock in March 2021.

•~~Dividends withholding.~~ The Series B Preferred Stock bore a feature that could require us to make an effective distribution to purchasers which is indexed to the tax rate of the purchasers. This distribution would be partially offset by an adjustment to the redemption price and/or conversion rate. The dividends withholding feature was not clearly and closely related to the debt host. Upon redemption of the Series B Preferred Stock in March 2021, we made a net cash distribution of $3.0 million to settle this withholding feature after effectively receiving a $1.0 million offset from the purchasers upon redemption of the Series B Preferred Stock.derivative.

•Warrants. In conjunction with our placement of the Series B Preferred Stock in December 2019, we issued detachable warrants to purchase up to 1.5 million shares of our common stock (the “2019 Warrants”), which are exercisable, in full or in part, at any time prior to December 11, 2026. The original exercise price was $12.00 per share, subject to anti-dilution adjustments in the event of future below market issuances, stock splits, stock dividends, combinations or similar events. The issuance of the 2021 Warrants resulted in2026, at an ~~adjusted~~ exercise price of $11.49 per ~~share for the 2019 Warrants because the new warrants have an exercise price below market value.~~share.

Certain features were bifurcated and accounted for separately from the Series D Preferred Stock that was issued on March 22, 2021. The following features were recorded as derivatives.

•Change-in-control put feature. The Series D Preferred Stock includes a put feature that allows the holder to redeem the Series D Preferred Stock upon a change in control at the greater of 1) the liquidation preference plus accrued dividends or 2) 140% of the liquidation preference. The put feature is considered a redemption right at a premium and is not clearly and closely related to the debt host.

•Warrants. In conjunction with our placement of the Series D Preferred Stock, we issued detachable warrants to purchase up to 1.9 million shares of our common stock. The 2021 Warrants are exercisable, in full or in part, at any time prior to March 22, 2027, at an exercise price of $0.01 per share, subject to anti-dilution adjustments in the event of certain future equity issuances, stock splits, stock dividends, combinations or similar events.

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The following tables show the liabilities measured at fair value for the ~~above~~Preferred Stock derivatives as of ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020.~~2021.


		Fair Value Measurements as of September 30, 2021							Fair Value Measurements as of June 30, 2022
Description	Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Description	Quoted Prices in Active Markets for Identical Assets (Level 1)	Significant Other Observable Inputs (Level 2)	Significant Unobservable Inputs (Level 3)
Derivative liability - other current liabilities		$	—	$	—	$	—

Derivative liability - other non-current liabilities	Derivative liability - other non-current liabilities	9,956		—		671		Derivative liability - other non-current liabilities	4,788	—	199
Total		$	9,956	$	—	$	671

~~Fair Value Measurements as of December 31, 2020~~

~~Description~~

~~Quoted Prices in Active Markets for Identical Assets (Level 1)~~

~~Significant Other Observable Inputs (Level 2)~~

Significant Unobservable Inputs
(Level 3)

~~Derivative liability - other current liabilities~~

—

~~2,453~~

~~Derivative liability - other non-current liabilities~~

—

~~664~~

~~Total~~

—

~~3,117~~

Fair Value Measurements as of December 31, 2021

Description

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs
(Level 3)

Derivative liability - other non-current liabilities

7,771

—

453

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The following table presents the change in the ~~above~~Preferred Stock derivatives during the ~~nine~~six months ended ~~September~~June 30, ~~2021.~~2022.


			~~Nine~~Six Months Ended ~~September~~June 30, ~~2021~~2022
Beginning balance	$	~~3,117~~8,224
~~Issuances~~			~~15,121~~
Change in fair value (1)		~~(4,606)~~(3,237)
~~Settlements~~			~~(3,005)~~
Ending balance	$	~~10,627~~4,987

(1) Changes in the fair value are recognized in the “Other expense (income), net” line in the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The fair value of the change-in-control put feature utilizes unobservable inputs based on the Company’s assessment of the probability of a change-in-control event occurring in a future period. The probability of a change-in-control event ranged from 1%3% to 10% as of ~~September~~June 30, ~~2021.~~

The leverage ratio put feature, the dividends withholding feature, and the contingent dividends feature utilized unobservable inputs based on the best information available to determine the probability of the Series B Preferred Stock remaining outstanding for future periods. These inputs included probability assessments of how long the Series B Preferred Stock would remain outstanding and whether the leverage ratio threshold would be exceeded. Inputs also included the percentage of Series B Preferred Stock held by non-U.S. resident holders and the applicable tax withholding rates for those holders. The probability of the Series B Preferred Stock remaining in future periods ranged from 3% to 2% as of December 31, 2020. The leverage ratio put feature also utilized unobservable inputs to determine the probability of the leverage ratio put being exercisable as of March 31, 2023, which ranged from 10% to 1% as of December 31, 2020. These probabilities were determined based on management’s assessment of facts and circumstances at each reporting date. An increase in these probabilities would have resulted in an increase in the derivative liability fair value. Given the Series B Preferred Stock value changed by period as a result of dividends and redemption premiums, weighted average values for these assumptions are not meaningful.2022.

The fair value of the 2019 Warrants is determined using a valuation model that utilizes unobservable inputs to determine the probability that the 2019 Warrants will remain outstanding for future periods. The probabilities resulted in a weighted average term of ~~3.6~~2.9 years as of ~~September~~June 30, ~~2021,~~2022, and ~~2.4~~3.6 years as of December 31, ~~2020.~~2021.

The fair value of the 2021 Warrants is determined using the observable market price of a share of our common stock, less the $0.01 per share exercise price.

~~Table of Contents~~

Interest Rate Swaps

We manage our exposure to fluctuations in interest rates using a mix of fixed and variable rate debt. We utilize fixed-rate interest rate swap agreements to change the variable interest rate to a fixed rate on a portion of our variable rate debt.

On July 22, 2021, we entered into a fixed-rate interest rate swap agreement to change the LIBOR-based component of the interest rate on a portion of our variable rate debt to a fixed rate of 1.291% (the “2021 Swap”). The 2021 Swap has a notional amount of $60.0 million and a maturity date of July 31, 2024. The objective of the 2021 Swap is to eliminate the variability of cash flows in interest payments on the first $60.0 million of variable rate debt attributable to changes in benchmark one-month LIBOR interest rates. The hedged risk is the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month LIBOR interest rates over the interest rate swap term. The changes in cash flows of the interest rate swap are expected to exactly offset changes in cash flows of the variable rate debt. We designated the 2021 Swap as a cash flow hedge at inception. Cash settlements of the 2021 Swap are recognized in interest expense.

On February 8, 2019, we entered into a $700.0 million fixed-rate interest rate swap agreement that changed the LIBOR-based portion of the interest rate on a portion of our variable rate debt to a fixed rate of 2.4575% (the “2019 Swap”). On March 22, 2021, we terminated the 2019 Swap with a $13.7 million cash payment in connection with the extinguishment of our previously outstanding long-term variable-rate debt. The 2019 Swap was designated as a cash flow hedge at inception. However, in the fourth quarter of 2020, the 2019 Swap no longer qualified as an effective hedge, and subsequent changes in fair value of the 2019 Swap were recognized in earnings. Amounts recognized in earnings related to the 2019 Swap are recorded in the “Loss on interest rate ~~swap (2)”~~swap” line on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) except that cash settlements prior to termination are recognized in “Derivative payments on interest rate swap.” Cash settlements during 2021 are presented in investing activities on the Condensed Consolidated Statements of Cash Flows.

The following table presents the effect of the interest rate swaps on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).


		Three Months Ended September 30,				Nine Months Ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
		2021		2020		2021		2020			2022		2021		2022		2021
Interest expense (1)	Interest expense (1)	$	29	$	4,100	$	29	$	8,906	Interest expense (1)	$	38	$	—	$	82	$	—
Derivative payments on interest rate swap (2)	Derivative payments on interest rate swap (2)	—		—		1,717		—		Derivative payments on interest rate swap (2)	—		—		—		1,717
Loss on interest rate swap (2)	Loss on interest rate swap (2)	—		—		2,033		—		Loss on interest rate swap (2)	—		—		—		2,033

(1) Represents settlements on the interest rate swaps while the hedges are effective.

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(2) Represents settlements and changes in fair value on the 2019 Swap.

The following tables present the assets and liabilities measured at fair value on a recurring basis for the interest rate swaps as of ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020.~~2021.


	Fair Value Measurements as of June 30, 2022
Description	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Derivative asset - other current assets	$	—	$	1,078	$	—
Derivative asset - other non-current assets	—		1,133		—


Total	$	—	$	2,211	$	—


	Fair Value Measurements as of ~~September 30,~~December 31, 2021
Description		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)


Derivative ~~liability~~asset - other ~~current liabilities~~non-current assets		$	—	$	~~174~~284	$	—
Derivative liability - other ~~non-current~~current liabilities		—		23 (129)		—

Total		$	—	$	~~197~~155	$	—

~~Fair Value Measurements as of December 31, 2020~~

~~Description~~

~~Quoted Prices in Active Markets for Identical Assets (Level 1)~~

~~Significant Other Observable Inputs (Level 2)~~

Significant Unobservable Inputs
(Level 3)

~~Derivative liability - other current liabilities~~

—

~~11,022~~

—

~~Derivative liability - other non-current liabilities~~

—

~~4,357~~

—

~~Total~~

—

~~15,379~~

—

~~Table of Contents~~

The inputs for determining fair value of the interest rate swaps are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. Counterparty to this derivative contract is a highly rated financial institution which we believe carries only a minimal risk of nonperformance.

Fixed Rate Debt

The fair value of our outstanding fixed-rate debt included in the “International lines of credit and other loans” line item within Note 97 to these Notes to Condensed Consolidated Financial Statements approximated carrying value as of ~~September~~June 30, ~~2021,~~2022 and December 31, ~~2020,~~2021, respectively. These fair values represent Level 2 under the three-tier hierarchy described above. The carrying value of this fixed-rate debt was ~~$11.4~~$9.3 million and ~~$14.4~~$10.9 million as of ~~September~~June 30, ~~2021~~2022 and December 31, ~~2020,~~2021, respectively.

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Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

NN, Inc. is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies primarily for the electrical, automotive, general industrial, aerospace, defense, and medical markets. As used in this Quarterly Report, the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc. and its subsidiaries.

Forward-Looking Statements

This Quarterly Report contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NN, Inc., based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or expressions. Forward-looking statements involve a number of risks and uncertainties that are outside of management’s control and that may cause actual results to be materially different from such forward-looking statements. Such factors include, among others, general economic conditions and economic conditions in the industrial sector; the impacts of the COVID-19 pandemic on ~~the Company’s~~our financial condition, business operations and liquidity; competitive influences; risks that current customers will commence or increase captive production; risks of capacity underutilization; quality issues; material changes in the costs and availability of raw materials; economic, social, political and geopolitical instability, currency fluctuation, and other risks ~~associated with international trade;~~of doing business outside of the United States; inflationary pressures and changes in the cost or availability of materials, supply chain shortages and disruptions, and the availability of labor; our dependence on certain major customers, some of whom are not parties to long-term agreements (and/or are terminable on short notice); the impact of acquisitions and divestitures; the level of our indebtedness; the restrictions contained in our debt agreements; our ability to obtain financing at favorable rates, if at all, and to refinance existing debt as it matures; unanticipated difficulties integrating acquisitions; new laws and governmental regulations; the impact of climate change on our operations; cyber liability or potential liability for breaches of our or our service providers’ information technology systems or business operations disruptions; and other risk factors and cautionary statements listed from time-to-time in our periodic reports filed with the Securities and Exchange Commission. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein or therein to reflect future events or developments.

For additional information concerning such risk factors and cautionary statements, please see the sections titled “Item 1A. Risk Factors” in the ~~2020~~2021 Annual Report and this Quarterly Report.

Results of Operations

Factors That May Influence Results of Operations

The following paragraphs describe factors that have influenced results of operations for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, that management believes are important to provide an understanding of the business and results of operations or that may influence operations in the future.

Global COVID-19 Pandemic

The COVID-19 pandemic continues to ~~disrupt the United States~~impact our business operations and ~~global economy,~~our customers' and ~~we cannot predict when a full economic recovery will occur. A new Delta variant of COVID-19, which appears~~suppliers' ability to ~~be the most transmissible variant~~operate at normal levels. Disruptions in normal operating levels continue to ~~date, has been spreading in the United States~~create supply chain disruptions and across the globe. The impact of the Delta variant cannot be predicted at this time and could depend on numerous factors, including vaccination rates among the population, the effectiveness of COVID-19 vaccines against the Delta variant,inflationary cost pressures within our end-markets. We anticipate supply chain constraints and the response by governmental bodies and regulators. Further surges in COVID-19 infection rates could result in the reinstatement of directives and mandates requiring businesses to again curtail or cease normal operations.inflationary environment will continue during 2022.

The spread of COVID-19 and the responses thereto have created, and could continue to create, a disruption in the manufacturing, delivery, and overall supply chain of automobile manufacturers and suppliers, as well as disruption within the power industry. ~~Global vehicle~~During the first half of 2022, production ~~decreased significantly in 2020, but production has since ramped back up. However, production continues~~continued to be impacted by disruptions of global supply chains, which have caused challenges in obtaining raw materials we use in the manufacture of some of our products. ~~We have been increasing our inventories in the current year to mitigate the risk of supply chain disruption for our customers.~~ In addition, power shortages in China have resulted in widespread blackouts, often without any or little notice. These blackouts ~~have~~ caused us and other manufacturers in the region to shut down production until power iswas restored. Supply chain and COVID-19 related disruptions are expected to continue ~~into~~during 2022.

Inflation triggered by the unprecedented economic impact of the COVID-19 pandemic and current geopolitical instability has increased our manufacturing ~~cost,~~costs, particularly labor and materials, in 2022 and is expected to continue into future periods. A worldwide semiconductor chip shortage is affecting automotive original equipment manufacturers, causing unpredictable volumes. The rapid development and fluidity of the situation precludes any prediction as to the ultimate impact COVID-19 will have on our business, financial condition,

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~~results of operations, and cash flows, which will depend largely on future developments directly or indirectly relating to the duration and scope of the COVID-19 pandemic.~~

~~While managing decreased demand in many regions across the globe, we are now operating at all of our business locations.~~ We have ~~implemented training~~undertaken a number of permanent and ~~recruiting programs~~temporary actions to ~~address labor shortages.~~ manage the evolving situation. We continue to streamline facilities and implement cost savings initiatives. Capital expenditures and travel costs remain at relatively low levels.

We are focused on the health and safety of our employees, customers, and ~~suppliers. We~~suppliers and have ~~developed and~~ implemented processes to ensure a safe environment for our employees and any visitors to our facilities, including providing personal protective equipment and establishing social distancing protocols.

These processes include recommendations based on guidelines from the Centers for Disease Control and Prevention and the World Health Organization. The health and safety of our employees remains our top priority. While we are actively promoting vaccination among our employees, ~~new federal COVID-19 vaccine mandates~~vaccination status may affect workforce availability ranging from absences for vaccinations, booster shots, and recovery from ~~side-effects~~side-effects. We have implemented training and recruiting programs to ~~resignations by employees unwilling to comply with the mandate. Significant~~address labor shortages, but, significant workforce availability challenges could have a material effect on our business operations, financial results, liquidity, and financial position.

~~We have undertaken a number~~COVID-19 and its impacts are unprecedented and continuously evolving, and the long-term impacts to our business, financial condition, results of ~~permanent~~operations and temporary actions to manage the evolving situation, as described in our 2020 Annual Report. We continue to streamline facilities and implement cost savings initiatives. Capital expenditures and travel costs remain at relatively low levels. We refinanced our credit facility and preferred stock in the first quarter as discussed below.

~~Credit Facilities~~

Outstanding borrowings under the Term Loan Facility bear interest at either 1) one-month LIBOR (subject to a 1.000% floor) plus an applicable margin of 6.875% or 2) the greater of various benchmark rates plus an applicable margin of 5.875%. At September 30, 2021, the Term Loan Facility bore interest, based on one-month LIBOR, at 7.875%. The Term Loan Facility requires quarterly principal payments of $0.4 million with the remaining unpaid principal amount due on the final maturity date of September 22, 2026. The Term Loan Facility is collateralized by all of our assets. The Term Loan Facility has a first lien on all assets other than accounts receivable and inventory and has a second lien on accounts receivable and inventory. We were in compliance with all requirements under the Term Loan Facility as of September 30, 2021.

On July 22, 2021, we entered into a new fixed-rate interest rate swap agreement to change the LIBOR-based component of the interest rate on $60.0 million of our variable rate debt to a fixed rate of 1.291%. The interest rate swap, which has been designated as a cash ~~flow hedge, has a notional amount of $60.0 million and a maturity date of July 31, 2024.~~

The ABL Facility provides for a senior secured revolving credit facility in the amount of $50.0 million, of which $30.0 million is available in the form of letters of credit and $5.0 million is available for the issuance of short-term swingline loans. The availability of credit under the ABL Facility is limited by a borrowing base calculation derived from accounts receivable and inventory held in the United States. Outstanding borrowings under the ABL Facility bear interest on a variable rate structure plus an interest rate spread that is based on the average amount of aggregate revolving commitment available. The variable borrowing rate is either 1) LIBOR plus an applicable margin of 1.75% or 2.00%, depending on availability, or 2) the greater of the federal funds rate or prime, plus an applicable margin of 0.75% or 1.00%, depending on availability. We may elect whether to use one-month, three-month, or six-month LIBOR, subject to a 0.50% floor. Interest paymentsflows are due monthly on borrowings that utilize one-month LIBOR and quarterly on borrowings that utilize three-month or six-month LIBOR. At September 30, 2021, using one-month LIBOR plus a 1.75% spread, the weighted average interest rate on outstanding borrowings under the ABL Facility would have been 2.25% if there had been any balance outstanding. We pay a commitment fee of 0.375% for unused capacity under the ABL Facility and a 1.875% fee on the amount of letters of credit outstanding. The final maturity date of the ABL Facility is March 22, 2026.

We had no outstanding borrowings under the ABL Facility at September 30, 2021. Total capacity under the ABL Facility was $47.7 million as of September 30, 2021, of which $36.5 million was available for future borrowings after reductions for outstanding letters of credit as of September 30, 2021. The ABL Facility has a first lien on accounts receivable and inventory. We were in compliance with all requirements under the ABL Facility as of September 30, 2021.

~~Preferred Stock~~

~~Table of Contents~~

$0.01 per share. The Series D Preferred Stock has an initial liquidation preference of $1,000 per share and is redeemable at our option in cash at a redemption price equal to the liquidation preference then in effect. Series D Preferred Stock shares earn cash dividends at a rate of 10.0% per year, payable quarterly in arrears, accruing whether or not earned or declared. If no cash dividend is paid, then the liquidation preference per share effective on the dividend date increases by 12.0% per year. On March 22, 2026, the cash dividend rate and in-kind dividend rate increase by 2.5% per year. Cash dividends are required beginning on September 30, 2027.

~~Sales Concentration~~

Three Months Ended ~~September~~June 30, ~~2021,~~2022 compared to the Three Months Ended ~~September~~June 30, ~~2020~~2021

Consolidated Results


		Three Months Ended September 30,									Three Months Ended June 30,
		2021		2020		$ Change					2022		2021		$ Change
Net sales	Net sales	$	117,244	$	113,761	$	3,483			Net sales	$	125,362	$	123,157	$	2,205

Organic growth	Organic growth							$	2,155	Organic growth							$	2,700
Foreign exchange effects	Foreign exchange effects							1,328		Foreign exchange effects							$	(495)
Cost of sales (exclusive of depreciation and amortization shown separately below)	Cost of sales (exclusive of depreciation and amortization shown separately below)	98,642		90,076		8,566				Cost of sales (exclusive of depreciation and amortization shown separately below)	103,889		99,797		$	4,092

Selling, general, and administrative expense	Selling, general, and administrative expense	12,181		13,745		(1,564)				Selling, general, and administrative expense	14,794		13,585		1,209

Depreciation and amortization	Depreciation and amortization	11,605		11,435		170				Depreciation and amortization	11,340		11,687		(347)

Other operating income, net	Other operating income, net	(572)		(39)		(533)				Other operating income, net	(147)		(324)		177
Loss from operations	Loss from operations	(4,612)		(1,456)		(3,156)				Loss from operations	(4,514)		(1,588)		(2,926)
Interest expense	Interest expense	3,578		6,873		(3,295)				Interest expense	3,488		3,573		(85)
Loss on extinguishment of debt and write-off of debt issuance costs		—		144		(144)

Other income, net		(4,346)		(262)		(4,084)
Loss from continuing operations before benefit (provision) for income taxes and share of net income from joint venture		(3,844)		(8,211)		4,367

Other expense (income), net										Other expense (income), net	(67)		1,680		(1,747)
Loss before benefit (provision) for income taxes and share of net income from joint venture										Loss before benefit (provision) for income taxes and share of net income from joint venture	(7,935)		(6,841)		(1,094)
Benefit (provision) for income taxes	Benefit (provision) for income taxes	(375)		8,715		(9,090)				Benefit (provision) for income taxes	(1,051)		231		(1,282)
Share of net income from joint venture	Share of net income from joint venture	842		1,136		(294)				Share of net income from joint venture	419		1,219		(800)
Income (loss) from continuing operations		(3,377)		1,640		(5,017)
Income from discontinued operations, net of tax		—		20,330		(20,330)
Net income (loss)		$	(3,377)	$	21,970	$	(25,347)

Net loss										Net loss	$	(8,567)	$	(5,391)	$	(3,176)

Net Sales. Net sales increased by ~~$3.5~~$2.2 million, or 3%1.8%, during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to the three months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~higher demand within the electrical market that was negatively impacted~~increased pricing to recover certain inflationary costs and underutilized fixed costs caused by ~~the COVID-19 pandemic in the prior year and new business in the general industrial market. In addition, sales were positively impacted by increased selling prices for precious metals allowed under~~lower-than-expected customer ~~contracts due to the sharp rise in underlying commodities costs compared with the same period of 2020.~~demand. These increases were partially offset by ~~decreased~~lower demand ~~from automotive customers due largely to~~in Mobile Solutions which was impacted by the ~~2021 global semi-conductor shortage. We also realized favorable~~war in Ukraine, COVID disruptions in China, continued supply chain disruptions and unfavorable foreign exchange effects of ~~$1.3~~$0.5 million.

Cost of Sales. Cost of sales increased by ~~$8.6~~$4.1 million, or ~~10%~~4.1%, during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to the three months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~variable~~inflationary costs, associated with the above-noted sales increase. In addition, cost of sales increased due to the reintroduction of employee-related costs suspended in the prior year due to the COVID-19 pandemic, such as benefits and overtime hours. Finally, cost of sales increased due to variable cost inefficiencies associated with global supply chain interruptions, inflation, and uneven customer ordering patterns, particularly in the

~~Table of Contents~~

~~automotive market. These increases were~~ partially offset by ~~more favorable overhead absorption compared to prior year due to the increase in inventory.~~lower sales volume.

Selling, General, and Administrative Expense. Selling, general, and administrative expense ~~decreased~~increased by ~~$1.6~~$1.2 million during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to the three months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~cost~~legal fees related to litigation, higher stock compensation expense and higher professional fees. These increases were partially offset by the reduction ~~initiatives that drove decreases~~ in ~~personnel~~severance and ~~professional fees.~~retention costs incurred in the prior year.

~~Other Operating Income, Net.~~Table of Contents ~~Other operating income, net, changed favorably by $0.5 million primarily due to the gain on sale of an idle facility in Texas during the three months ended September 30, 2021.~~

Interest Expense. Interest expense decreased by ~~$3.3~~$0.1 million during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to the three months ended ~~September~~June 30, ~~2020,~~2021, primarily due to a higher ~~settlements on the~~amount of interest ~~rate swap in the prior year as the notional amount outstanding and fixed rate were significantly higher than~~expense that was capitalized in the current ~~year. This decrease was partially offset by higher interest rates on debt in~~quarter compared with the ~~current quarter.~~second quarter of 2021.


		Three Months Ended September 30,					Three Months Ended June 30,
		2021		2020			2022		2021
Interest on debt	Interest on debt	$	3,146	$	2,198	Interest on debt	$	3,109	$	3,110
Interest rate swap settlements	Interest rate swap settlements	32		4,100		Interest rate swap settlements	38		—
Amortization of debt issuance costs and discount	Amortization of debt issuance costs and discount	331		419		Amortization of debt issuance costs and discount	330		313
Capitalized interest	Capitalized interest	(89)		(35)		Capitalized interest	(175)		(80)
Other	Other	158		191		Other	186		230
Total interest expense	Total interest expense	$	3,578	$	6,873	Total interest expense	$	3,488	$	3,573

Other ~~Income,~~Expense, Net. Other ~~income,~~expense (income), net changed favorably by ~~$4.1~~$1.7 million during the three months ended ~~September~~June 30, ~~2021,~~2022, compared to the three months ended ~~September~~June 30, ~~2020,~~2021, due to noncash derivative mark-to-market gains ~~less~~during 2022 and the impact of a litigation settlement reached during the second quarter of 2021. These impacts were partially offset by unfavorable foreign exchange effects associated with intercompany borrowings.

Benefit (Provision) For Income Taxes. Our effective tax rate was ~~(9.8)~~(13.2)% for the three months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~106.1%~~3.4% for the three months ended ~~September~~June 30, ~~2020.~~2021. The rate for the three months ended ~~September~~June 30, ~~2021~~2022 was unfavorably impacted due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by the limitation on the amount of tax benefit recorded for loss carryforwards in certain jurisdictions where we believe it is more likely than not that a portion of the future tax benefit may not be realized.

Share of Net Income from Joint Venture. Share of net income from the JV decreased during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to decreased profits resulting from lower sales and inflationary costs in the current quarter. The ~~rate~~JV, in which we own a 49% investment, recognized net sales of $22.9 million and $22.3 million for the three months ended ~~September~~June 30, ~~2020 was favorably impacted by the CARES Act. Note 8 in the Notes to Condensed Consolidated Financial Statements describes the effective income tax rate for each period presented.~~2022 and 2021, respectively.

Results by Segment

MOBILE SOLUTIONS


		Three Months Ended September 30,									Three Months Ended June 30,
		2021		2020		$ Change					2022		2021		$ Change
Net sales	Net sales	$	68,586	$	70,371	$	(1,785)			Net sales	$	73,350	$	73,886	$	(536)

Organic decline	Organic decline							$	(2,652)	Organic decline							$	(75)
Foreign exchange effects	Foreign exchange effects							867		Foreign exchange effects							(461)
Income (loss) from operations		$	(257)	$	4,953	$	(5,210)
Income from operations										Income from operations	$	1,729	$	2,509	$	(780)

Net sales decreased by ~~$1.8~~$0.5 million, or (0.7)%, during the three months ended June 30, 2022, compared to the three months ended June 30, 2021, primarily due to lower sales of diesel components due to lower European demand which is impacted by the war in Ukraine, pandemic interruptions in China, lost sales associated with certain fuel systems reaching end of production, and unfavorable foreign exchange effects of $0.5 million. These unfavorable impacts were partially offset by increased pricing to recover certain inflationary costs and underutilized fixed costs caused by lower-than-expected customer demand.

Income from operations decreased by $0.8 million during the three months ended ~~September~~June 30, 2021, compared to the three months ended September 30, 2020, primarily due to the global semi-conductor shortage, partially offset by the favorable impact of new business awards in the general industrial market and favorable foreign exchange effects of $0.9 million.

~~Income from operations decreased by $5.2 million during the three months ended September 30, 2021,~~2022, compared to the same period in the prior year, primarily due to ~~higher labor~~inflationary costs ~~caused by the reintroduction of employee-related costs suspended~~not fully recovered in ~~the prior year due to the COVID-19 pandemic, such as travel, benefits~~customer pricing and ~~overtime hours. In addition,~~ variable cost inefficiencies associated with ~~global~~ supply chain interruptions, ~~and~~ uneven customer ordering patterns, ~~particularly in the automotive market, reduced operating income. These decreases were partially offset~~and labor constraints caused by ~~more favorable overhead absorption during the current quarter compared to the prior year.~~pandemic interruptions.

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POWER SOLUTIONS


		Three Months Ended September 30,									Three Months Ended June 30,
		2021		2020		$ Change					2022		2021		$ Change
Net sales	Net sales	$	48,680	$	43,415	$	5,265			Net sales	$	52,049	$	49,271	$	2,778

Organic growth	Organic growth							$	4,804	Organic growth							$	2,812
Foreign exchange effects	Foreign exchange effects							461		Foreign exchange effects							(34)

Income from operations	Income from operations	$	1,252	$	1,143	$	109			Income from operations	$	1,430	$	2,875	$	(1,445)

Net sales increased by ~~$5.3~~$2.8 million, or 5.6%, during the three months ended June 30, 2022 compared to the three months ended June 30, 2021. The increase in sales was the result of increased electric component sales, which were up 15.6% compared with the second quarter of 2021, primarily due to higher customer pricing to recover inflationary costs and improved volume, offset by lower sales to automotive and aerospace and defense customers.

Income from operations decreased by $1.4 million during the three months ended ~~September~~June 30, 2021, compared to the three months ended September 30, 2020 primarily due to higher demand within the electrical market that was negatively impacted by the COVID-19 pandemic in the prior year. Sales were also positively impacted by increased selling prices for precious metals allowed under customer contracts due to the sharp rise in underlying commodities costs compared with the same period in 2020.

~~Income from operations increased by $0.1 million~~2022 compared to the same period in the prior year, primarily due to ~~an increase in sales~~inflationary costs which ~~was partially offset by higher material costs~~were not fully recovered from pricing, variable cost inefficiencies associated with supply chain interruptions and ~~the reintroduction of employee-related costs suspended in the prior year due to the COVID-19 pandemic, such as travel, benefits and overtime hours.~~uneven customer ordering patterns.

~~Nine~~Six Months Ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2020~~2021

Consolidated Results


		Nine Months Ended September 30,									Six Months Ended June 30,
		2021		2020		$ Change					2022		2021		$ Change
Net sales	Net sales	$	367,205	$	308,506	$	58,699			Net sales	$	253,429	$	249,961	$	3,468

Organic growth	Organic growth							$	56,192	Organic growth							$	3,804
Foreign exchange effects	Foreign exchange effects							2,507		Foreign exchange effects							$	(336)
Cost of sales (exclusive of depreciation and amortization shown separately below)	Cost of sales (exclusive of depreciation and amortization shown separately below)	298,127		249,612		48,515				Cost of sales (exclusive of depreciation and amortization shown separately below)	208,467		199,485		$	8,982

Selling, general, and administrative expense	Selling, general, and administrative expense	40,341		44,178		(3,837)				Selling, general, and administrative expense	28,248		28,160		88

Depreciation and amortization	Depreciation and amortization	34,860		34,119		741				Depreciation and amortization	22,769		23,255		(486)

Goodwill impairment		—		92,942		(92,942)

Other operating expense (income), net	Other operating expense (income), net	(901)		4,138		(5,039)				Other operating expense (income), net	1,879		(329)		2,208
Loss from operations	Loss from operations	(5,222)		(116,483)		111,261				Loss from operations	(7,934)		(610)		(7,324)
Interest expense	Interest expense	9,175		17,036		(7,861)				Interest expense	6,927		5,597		1,330
Loss on extinguishment of debt and write-off of debt issuance costs	Loss on extinguishment of debt and write-off of debt issuance costs	2,390		144		2,246				Loss on extinguishment of debt and write-off of debt issuance costs	—		2,390		(2,390)
Derivative payments on interest rate swap	Derivative payments on interest rate swap	1,717		—		1,717				Derivative payments on interest rate swap	—		1,717		(1,717)
Loss on interest rate swap	Loss on interest rate swap	2,033		—		2,033				Loss on interest rate swap	—		2,033		(2,033)
Other expense (income), net	Other expense (income), net	(2,788)		67		(2,855)				Other expense (income), net	(3,063)		1,558		(4,621)
Loss from continuing operations before benefit for income taxes and share of net income from joint venture		(17,749)		(133,730)		115,981
Benefit for income taxes		612		7,935		(7,323)
Loss before benefit (provision) for income taxes and share of net income from joint venture										Loss before benefit (provision) for income taxes and share of net income from joint venture	(11,798)		(13,905)		2,107
Benefit (provision) for income taxes										Benefit (provision) for income taxes	(2,582)		987		(3,569)
Share of net income from joint venture	Share of net income from joint venture	3,456		1,792		1,664				Share of net income from joint venture	2,511		2,614		(103)
Loss from continuing operations		(13,681)		(124,003)		110,322
Loss from discontinued operations, net of tax		—		(123,966)		123,966

Net loss	Net loss	$	(13,681)	$	(247,969)	$	234,288			Net loss	$	(11,869)	$	(10,304)	$	(1,565)

Net Sales. Net sales increased by ~~$58.7~~$3.5 million, or ~~19%~~1.4%, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~higher~~increased pricing to recover certain inflationary costs and underutilized fixed costs caused by lower-than-expected customer demand. These increases were partially offset by lower demand ~~within all markets that were negatively~~in Mobile Solutions which was impacted by the ~~COVID-19 pandemic~~war in ~~the prior year~~Ukraine, COVID disruptions in China, continued supply chain disruptions and ~~favorable~~unfavorable foreign exchange effects ~~of $2.5~~$0.3 million. In addition, sales were positively impacted by increased selling prices for precious metals allowed under customer contracts due to the sharp rise in underlying commodities costs compared with the same period of 2020.

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Cost of Sales. Cost of sales increased by ~~$48.5~~$9.0 million, or ~~19%~~4.5%, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~variable~~inflationary costs, associated with the above-noted sales increase. In addition, cost of sales increased due to the reintroduction of employee-related costs suspended in the prior year due to the COVID-19 pandemic, such as travel, benefits and overtime hours. Finally, cost of sales increased due to variable cost inefficiencies associated with global supply chain interruptions, inflation, and uneven customer ordering patterns, particularly in the automotive market. These increases were partially offset by ~~more favorable overhead absorption compared to prior year due to the increase in inventory.~~lower sales volume.

Selling, General, and Administrative Expense. Selling, general, and administrative expense ~~decreased~~increased by ~~$3.8~~$0.1 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~cost~~legal fees related to litigation, higher stock compensation expense and higher professional fees. These increases were partially offset by the reduction ~~initiatives that drove decreases~~ in ~~personnel~~severance and retention costs ~~and professional fees.~~incurred in the prior year.

~~Goodwill Impairment.~~ Table of Contents~~We recognized goodwill impairment of $92.9 million at Power Solutions in 2020, resulting in no remaining goodwill balance.~~

Other Operating Expense (Income), Net. Other operating expense (income), net changed ~~favorably~~unfavorably by ~~$5.0~~$2.2 million primarily due to ~~charges and costs associated with asset disposals and elimination of~~ a ~~portion of our lease obligation as a result of our decision to vacate a portion of our corporate headquarters building in 2020. These charges were partially offset by a gain on~~legal settlement reached during the ~~sale of a building in Fairfield, Ohio, in the second~~first quarter of ~~2020.~~2022.

Interest Expense. Interest expense ~~decreased~~increased by ~~$7.9~~$1.3 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily due to higher settlements on the interest rate swap in the prior year as the notional amount outstanding and fixed rate were significantly higher than in the current year. This decrease was partially offset by higher interest rates onand a larger average debt inbalance as a result of the ~~current year.~~credit facility and preferred stock refinance during the first quarter of 2021.


		Nine Months Ended September 30,					Six Months Ended June 30,
		2021		2020			2022		2021
Interest on debt	Interest on debt	$	7,695	$	6,381	Interest on debt	$	6,180	$	4,549
Interest rate swap settlements	Interest rate swap settlements	32		8,906		Interest rate swap settlements	82		—
Amortization of debt issuance costs and discount	Amortization of debt issuance costs and discount	1,049		1,289		Amortization of debt issuance costs and discount	662		718
Capitalized interest	Capitalized interest	(200)		(170)		Capitalized interest	(300)		(111)
Other	Other	599		630		Other	303		441
Total interest expense	Total interest expense	$	9,175	$	17,036	Total interest expense	$	6,927	$	5,597

Loss on Extinguishment of Debt and Write-off of Debt Issuance Costs. We recognized $2.4 million in the first quarter of 2021 for the write-off of unamortized debt issuance costs ~~that were~~ associated with the credit facility that was terminated in March 2021.

Derivative Payments on Interest Rate Swap. Derivative payments on interest rate swap represent cash settlements of ~~the~~an interest rate swap ~~after hedge accounting was discontinued in October 2020. Prior to October 2020, interest rate swap settlements were recognized in interest expense. The previous interest rate swap~~which was terminated in the first quarter of 2021. We entered into a new interest rate swap in the third quarter of 2021, which is designated as a cash flow hedge with the impact of settlements recognized in interest expense.

Loss on Interest Rate Swap. ~~Loss on interest rate swap represents mark-to-market adjustments on the interest rate swap after hedge accounting was discontinued in October 2020 as well as amortization of the residual~~We recognized a $2.0 million loss in ~~accumulated other comprehensive income as monthly settlements occur. Prior~~the first quarter of 2021 related to ~~October 2020, mark-to-market adjustments on~~ the ~~interest rate swap were recognized in accumulated other comprehensive income. Upon~~ termination of the previous interest rate swap in March ~~2021, we recognized in earnings the remaining $3.3 million loss that had been deferred in accumulated other comprehensive income.~~2021.

Other Expense (Income), Net. Other expense (income), net changed favorably by ~~$2.9~~$4.6 million during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, due to noncash derivative mark-to-market gains ~~partially offset by~~during 2022 and the impact of a litigation settlement reached during the second quarter of ~~2021 and unfavorable foreign exchange effects associated with intercompany borrowings.~~2021.

Benefit (Provision) for Income Taxes. Our effective tax rate was ~~3.5%~~(21.9)% for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to ~~5.9%~~7.1% for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The ~~difference in rates is primarily due to~~rate for the six months ended June 30, 2022 was unfavorably impacted by the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by the limitation on the amount of tax benefit recorded for loss carryforwards in ~~2021 and the impact~~certain jurisdictions where we believe it is more likely than not that a portion of the ~~CARES Act~~future tax benefit may not be realized. The rate for the six months ended June 30, 2021 was favorably impacted by the change in ~~2020. Note 8~~assertion and reduction in the ~~Notes to Condensed Consolidated Financial Statements describes the effective income~~accrual of tax ~~rate for each period presented.~~on non-permanently reinvested unremitted earnings of foreign subsidiaries.

Share of Net Income from Joint Venture. Share of net income from the JV ~~increased~~decreased during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~recovery~~decreased profits resulting from ~~the effects of the COVID-19 pandemic on prior year sales.~~inflationary costs partially offset by higher sales volume. The JV, in which we own a 49% investment, recognized net sales of ~~$68.4~~$49.4 million and ~~$41.5~~

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$45.7 million for the ~~nine~~six months ended ~~September~~June 30, 2022 and 2021, ~~and 2020,~~ respectively. ~~Additionally, profits improved from expanding variable margins as a result of successful process improvement initiatives, improved product mix, and fixed cost reduction actions.~~

Results by Segment

MOBILE SOLUTIONS


		Nine Months Ended September 30,									Six Months Ended June 30,
		2021		2020		$ Change					2022		2021		$ Change
Net sales	Net sales	$	220,248	$	181,292	$	38,956			Net sales	$	149,420	$	151,662	$	(2,242)

Organic growth								$	36,937
Organic decline										Organic decline							$	(1,940)
Foreign exchange effects	Foreign exchange effects							2,019		Foreign exchange effects							(302)

Income from operations	Income from operations	$	8,342	$	625	$	7,717			Income from operations	$	3,698	$	8,599	$	(4,901)

Net sales ~~increased~~decreased by ~~$39.0~~$2.2 million, or (1.5)%, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily due to ~~higher~~lower sales of diesel components due to lower European demand ~~within all markets~~ which ~~were negatively~~was impacted by the ~~COVID-19~~war in Ukraine, pandemic interruptions in ~~the prior year, new business in the general industrial market,~~China, lost sales associated with certain fuel systems reaching end of production, and ~~favorable~~unfavorable foreign exchange ~~effects.~~effects of $0.3 million. These unfavorable impacts were partially offset by increased pricing to recover certain inflationary costs and underutilized fixed costs caused by lower-than-expected customer demand.

Income from operations ~~increased~~decreased by ~~$7.7~~$4.9 million during the six months ended June 30, 2022 compared to the same period in the prior year, primarily due to ~~contribution generated from the above-noted sales increase. Moreover, we built up inventory~~inflationary costs not fully recovered in the nine months ended September 30, 2021, which resulted in more favorable overhead absorption during the current year compared to the prior year. These positive impacts were partially offset by the reintroduction of employee-related costs suspended in the prior year due to the COVID-19 pandemic, such as travel, benefits and overtime hours,customer pricing and variable cost inefficiencies

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associated with ~~global~~ supply chain interruptions, ~~and~~ uneven customer ordering patterns, ~~particularly in the automotive market.~~

and labor constraints caused by pandemic interruptions.

POWER SOLUTIONS


		Nine Months Ended September 30,									Six Months Ended June 30,
		2021		2020		$ Change					2022		2021		$ Change
Net sales	Net sales	$	147,026	$	127,307	$	19,719			Net sales	$	104,060	$	98,346	$	5,714

Organic growth	Organic growth							$	19,231	Organic growth							$	5,748
Foreign exchange effects	Foreign exchange effects							488		Foreign exchange effects							(34)
Goodwill impairment		$	—	$	(92,942)	$	92,942
Income (loss) from operations		$	6,559	$	(87,737)	$	94,296
Income from operations										Income from operations	$	1,794	$	5,307	$	(3,513)

Net sales increased by ~~$19.7~~$5.7 million, or 5.8%, during the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2020,~~2021, primarily due to higher demand within the end markets which were negatively impacted by the COVID-19 pandemic in the prior year. Sales were also positively impacted by increased selling prices for precious metals allowed under customer ~~contracts due~~pricing to ~~the sharp rise in underlying commodities costs compared to the same period of 2020.~~recover inflationary costs.

Income ~~(loss)~~ from operations ~~increased~~decreased by ~~$94.3~~$3.5 million during the six months ended June 30, 2022 compared to the same period in the prior year, primarily due to a ~~goodwill impairment loss of $92.9~~$1.8 million ~~recognized in the first quarter of 2020. In addition, income~~litigation settlement to settle claims from ~~operations increased due to the contribution generated~~2016, inflationary costs which were not fully recovered from ~~the above-noted sales increase. These favorable impacts were partially offset~~pricing, variable cost inefficiencies associated with supply chain interruptions, uneven customer ordering patterns, and labor constraints caused by ~~the reintroduction of employee-related costs suspended in the prior year due to the COVID-19~~ pandemic ~~such as travel, benefits and overtime hours.~~interruptions.

Changes in Financial Condition from December 31, ~~2020,~~2021 to ~~September~~June 30, ~~2021~~2022

Overview

From December 31, ~~2020,~~2021 to ~~September~~June 30, ~~2021,~~2022, total assets decreased by ~~$30.3~~$5.9 million primarily due to normal depreciation and amortization of fixed assets, lease right-of-use assets, and intangible assets. These decreases were partially offset by ~~capital expenditures and~~ increases in accounts receivable and inventories during the ~~nine~~six months ended ~~September~~June 30, 2022. The increase in accounts receivable is due to higher sales during the end of the current quarter compared with the end of the fourth quarter of 2021. ~~Inventories~~The value of inventory increased due to higher material costs as ~~a result of a strategic decision~~well as higher quantities to ~~mitigate potential~~maintain customer safety stock due to ongoing supply chain ~~issues for our customers.~~interruptions, especially in China.

From December 31, ~~2020,~~2021 to ~~September~~June 30, ~~2021,~~2022, total liabilities increased by ~~$52.8~~$6.7 million, primarily due to ~~the refinancing of our credit facilities, termination of the ineffective interest rate swap, and redeeming the Series B Preferred Stock.~~

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increases in accounts payable attributed to higher inventory balances at June 30, 2022.

Working capital, which consists of current assets less current liabilities, was ~~$122.4~~$122.3 million as of ~~September~~June 30, ~~2021, compared to $112.0 million as of~~2022 and December 31, ~~2020.~~2021. The balance of working capital remained constant as an increase in ~~working capital~~accounts receivable and inventory was ~~primarily due to the~~offset by an increase in ~~inventories discussed above~~accounts payable and ~~a decrease in derivative liabilities after the termination of the interest rate swap.~~other current liabilities.

Cash Flows

Cash ~~provided by~~used in operations was ~~$5.7~~$2.5 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with cash provided by operations of ~~$19.3~~$5.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The difference was primarily due to ~~$8.5 million~~an increase in ~~current year income tax payments and building inventory levels~~accounts receivable related to higher sales during the current ~~year to mitigate potential supply chain issues for our customers.~~quarter compared with the fourth quarter of 2021.

Cash used in investing activities was ~~$32.7~~$9.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with cash used in investing activities of ~~$17.4~~$30.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The difference was primarily due to cash paid to settle the interest rate swap ~~and post-closing adjustment on the sale of the Life Sciences business, partially offset by lower capital expenditures~~ in the ~~current year.~~first quarter of 2021.

Cash ~~provided by~~used in financing activities was ~~$4.5~~$1.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2021,~~2022, compared with cash provided by financing activities of ~~$43.9~~$6.9 million for the ~~nine~~six months ended ~~September~~June 30, ~~2020.~~2021. The difference was primarily due to ~~$11.6 million net inflow from~~ the debt and preferred stock refinancing in the ~~current year compared to the $59.0 million net draw on the Senior Secured Revolver in the prior year to strengthen our cash position due to economic uncertainty associated with the COVID-19 pandemic.~~

first quarter of 2021.

Liquidity and Capital Resources

Credit Facilities

The principal amount outstanding under our Term Loan Facility as of ~~September~~June 30, ~~2021,~~2022, was ~~$149.3~~$148.1 million, without regard to unamortized debt issuance costs and discount. As of ~~September~~June 30, ~~2021,~~2022, we had ~~unused borrowing capacity of $36.5~~$36.9 million available for future borrowings under the ABL ~~Facility, subject to certain limitations.~~Facility. This amount of borrowing capacity is net of ~~$11.2~~$2.0 million of outstanding borrowings and $11.1 million of outstanding letters of credit at ~~September~~June 30, ~~2021,~~2022, which are considered as usage of the ABL Facility.

The Term Loan Facility requires quarterly principal payments of $0.4 million with the remaining unpaid principal amount due on the final maturity date of September 22, 2026. IfOutstanding borrowings under the Term Loan Facility bear interest at either 1) one-month LIBOR ~~is less than 1.00%, then we pay 7.875% per annum in interest. If one-month LIBOR exceeds~~(subject to a 1.000%~~, then we pay the variable one-month LIBOR~~ floor) plus an applicable margin of 6.875% or 2) the greater of various benchmark

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rates plus an applicable margin of 5.875%. Based on the interest rate in effect at ~~September~~June 30, ~~2021,~~2022, and the fixed rate on the 2021 interest rate swap, annual interest payments would be approximately ~~$11.9~~$12.4 million.

The ABL Facility bears interest on a variable rate structure with borrowings bearing interest at one-month LIBOR plus an applicable margin of 1.75%. The interest rate in effect at ~~September~~June 30, ~~2021,~~2022, was ~~2.25%~~3.00%. We pay a commitment fee of 0.375% for unused capacity under the ABL Facility.

We were in compliance ~~as of September 30, 2021,~~ with all requirements under our Term Loan Facility and ABL ~~Facility.~~Facility as of June 30, 2022. Both credit facilities allow for optional expansion of available borrowings, subject to certain terms and conditions.

Seasonality and Fluctuation in Quarterly Results

General economic conditions impact our business and financial results, and certain businesses experience seasonal and other trends related to the industries and end markets that they serve. For example, European sales are often weaker in the summer months as customers slow production and sales to original equipment manufacturers are often stronger immediately preceding and following the launch of new products. However, as a whole, we are not materially impacted by seasonality.

~~Off-Balance Sheet Arrangements~~

We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Critical Accounting ~~Policies~~Estimates

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the ~~2020~~2021 Annual Report, including those policies as discussed in Note 1 to the Notes to Consolidated Financial Statements included in the ~~2020~~2021 Annual Report. There have been no material changes to these policies during the ~~nine~~six months ended ~~September~~June 30, ~~2021, except as discussed in Note 1 to the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.~~

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~~Recent Accounting Pronouncements~~

~~See Note 1 in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report.~~2022.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are exposed to changes in financial market conditions in the normal course of business due to use of certain financial instruments as well as transacting business in various foreign currencies. To mitigate the exposure to these market risks, we have established policies, procedures, and internal processes governing the management of financial market risks. We are exposed to changes in interest rates primarily as a result of borrowing activities.

Interest Rate Risk

Our policy is to manage interest expense using a mixture of fixed and variable rate debt. To manage this mixture of fixed and variable rate debt effectively and mitigate interest rate risk, we may use interest rate swap agreements. The nature and amount of borrowings may vary as a result of future business requirements, market conditions, and other factors.

In February 2019, we entered into a fixed-rate interest rate swap agreement that changed the LIBOR-based portion of the interest rate on a portion of our variable rate debt to a fixed rate of 2.4575%. On March 22, 2021, we terminated the interest rate swap agreement in connection with the prepayment of our previously outstanding long-term variable-rate debt.

Refer to Note 1715 in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report for further discussion about the interest rate ~~swaps.~~swap.

At ~~September~~June 30, ~~2021,~~2022, we had ~~$149.3~~$148.1 million of principal outstanding under the Term Loan Facility without regard to capitalized debt issuance costs. A one-percent increase in one-month LIBOR would have resulted in a net increase in interest expense of ~~$0.1~~$0.9 million on an annualized basis due to the fact that the Term Loan Facility is subject to a LIBOR floor of 1.00% and one-month LIBOR was below the floor as of ~~September~~June 30, ~~2021.~~2022.

~~We had no~~At June 30, 2022, using one-month LIBOR plus a 1.75% spread, the interest rate on the $2.0 million of outstanding borrowings under the ABL Facility ~~at September 30, 2021.~~

was 3.00%.

Foreign Currency Risk

Translation of our operating cash flows denominated in foreign currencies is impacted by changes in foreign exchange rates. We participate in various third party and intercompany loans, payables, and receivables denominated in currencies other than the U.S. dollar. To help reduce exposure to foreign currency fluctuation, we have incurred debt in euros in the past. From time to time, we may use foreign currency derivatives to hedge currency exposures when these exposures meet certain discretionary levels. We did not hold a position in any foreign currency derivatives as of ~~September~~June 30, ~~2021.~~2022.

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Item 4.Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2021,~~2022, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

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Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the fiscal quarter ended ~~September~~June 30, ~~2021,~~2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1.Legal Proceedings

As disclosed in Note 119 in the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report, we are engaged in certain legal proceedings, and the disclosure set forth in Note 119 relating to legal proceedings is incorporated herein by reference.

Item 1A.Risk Factors

~~There~~Except as noted below, there have been no material changes to the risk factors disclosed in the ~~2020~~2021 Annual Report under Item 1A, “Risk Factors.”

Our international operations and business, financial condition, and prospects may be adversely affected by the current military conflict between Russia and Ukraine, other future social and geopolitical instability and resulting domestic and foreign economic instability.

We are exposed to the risk of changes in social, geopolitical, legal, and economic conditions. The global economy has been, and may continue to be, negatively impacted by Russia’s invasion of Ukraine. As a result of Russia’s invasion of Ukraine, the United States, the European Union, the United Kingdom, and other G7 countries, among other countries, have imposed substantial financial and economic sanctions on certain industry sectors and parties in Russia. Broad restrictions on exports to Russia have also been imposed. These measures include: (i) comprehensive financial sanctions against major Russian banks; (ii) additional designations of Russian individuals with significant business interests and government connections; (iii) designations of individuals and entities involved in Russian military activities; and (iv) enhanced export controls and trade sanctions limiting Russia’s ability to import various goods. The negative impacts arising from the conflict and these sanctions and export restrictions, including those imposed by Russia, may include reduced consumer demand, supply chain disruptions and increased costs for transportation, energy, and raw materials. Although none of our operations are physically located in Russia or Ukraine, further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business, which may adversely affect our business, financial condition, results of operations and prospects. For example, the prices of oil and other commodities have increased significantly, and, in response to the sanctions imposed on Russia by Western countries, Russia has reduced the volume of natural gas it sends to European countries. As a result of of increased oil prices and Russia’s decision to reduce the volume of natural gas sold to European countries, utility costs in Europe have increased dramatically. Our facilities in Poland and France have been negatively impacted by rising energy costs, which could have a material, adverse effect on our European operations and our business as a whole.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information about purchases we made during the quarter ended June 30, 2022.


Period	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number (or Approximate Dollar Value) of Shares That May Yet Be Purchased Under the Plan or Programs (1)
April 2022	—	$	—	—	—
May 2022	—	—		—	—
June 2022	671	2.85		—	—
Total	671	$	2.85	—	—

(1)Shares were withheld to pay for tax obligations due upon the vesting of restricted stock held by certain employees granted under the 2019 Omnibus Plan. The Plan provides for the withholding of shares to satisfy tax obligations. It does not specify a maximum number of shares that can be withheld for this purpose. These shares may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item.

~~None.~~

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Item 3.Defaults Upon Senior Securities

None.

Item 4.Mine Safety Disclosures

Not applicable.

Item 5.Other Information

None.

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Item 6.Exhibits


Exhibit Number						Description of Exhibit

10.1						2022 Omnibus Incentive Plan (incorporated by reference to Appendix A to NN, Inc.’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 15, 2022)

31.1						Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2						Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

32.1						Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2						Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						XBRL Instance Document

101.SCH						XBRL Taxonomy Extension Service

101.CAL						Taxonomy Calculation Linkbase

101.LAB						XBRL Taxonomy Label Linkbase

101.PRE						XBRL Presentation Linkbase Document

101.DEF						XBRL Definition Linkbase Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

4132

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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 thereunto duly authorized.~~


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 thereunto duly authorized.


			NN, Inc.
			(Registrant)

Date: ~~November~~August 5, ~~2021~~2022			/s/ Warren A. Veltman
			Warren A. Veltman
			President, Chief Executive Officer and Director
			(Principal Executive Officer)
			(Duly Authorized Officer)

Date: ~~November~~August 5, ~~2021~~2022			/s/ Michael C. Felcher
			Michael C. Felcher
			Senior Vice President - Chief Financial Officer
			(Principal Financial and Accounting Officer)
			(Duly Authorized Officer)


	Three Months Ended September 30, 2020		Nine Months Ended September 30, 2020


Net sales	$	68,525	$	223,944
Cost of sales (exclusive of depreciation and amortization shown separately below)	50,444		158,538
Selling, general, and administrative expense	6,164		20,189

Depreciation and amortization	12,030		35,731

Goodwill impairment	—		146,757
Other operating expense, net	24		20
Loss from operations	(137)		(137,291)
Interest expense	12,248		37,857
Loss on extinguishment of debt and write-off of debt issuance costs	1,388		1,388

Other income, net	(234)		(325)
Loss from discontinued operations before costs of disposal and benefit for income taxes	(13,539)		(176,211)
Benefit for income taxes	39,954		59,598
Income (loss) from discontinued operations before costs of disposal	26,415		(116,613)
Costs of disposal of discontinued operations (1)	(6,598)		(7,956)
Benefit for income taxes on costs of disposal	513		603
Income (loss) from discontinued operations, net of tax	$	20,330	$	(123,966)


	TSR Awards		ROIC Awards
Award Year	Shares (in thousands)	Grant Date Fair Value (per share)	Shares (in thousands)	Grant Date Fair Value (per share)
2021	142	$8.58	172	$7.20