UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended June 30, 2005
OR
[ ] 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 0-23486
NN, Inc.
(Exact name of registrant as specified in its charter)
Delaware 62-1096725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2000 Waters Edge Drive
Building C, Suite 12
Johnson City, Tennessee 37604
(Address of principal executive offices, including zip code)
(423) 743-9151
(Registrant's telephone number, including area code)
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 [X] No [_]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [_]
As of August 1, 2005 there were 17,176,172 shares of the registrant's common
stock, par value $0.01 per share, outstanding.
NN, Inc.
INDEX
Page No.
Part I. Financial Information
Item 1. Financial Statements:
Consolidated Statements of Income and Comprehensive Income
for the three and six months ended June 30, 2005 and 2004
(Unaudited)............................................................ 2
Condensed Consolidated Balance Sheets at June 30, 2005
and December 31, 2004 (unaudited)...................................... 3
Consolidated Statements of Changes in Stockholders' Equity for the
six months ended June 30, 2005 and 2004 (unaudited).................... 4
Consolidated Statements of Cash Flows for the six months ended
June 30, 2005 and 2004 (unaudited)..................................... 5
Notes to Consolidated Financial Statements (unaudited)................. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations................................ 14
Item 3. Quantitative and Qualitative Disclosures about Market Risk......... 24
Item 4. Controls and Procedures............................................ 24
Part II. Other Information
Item 1. Legal Proceedings.................................................. 25
Item 2. Changes in Securities and Use of Proceeds.......................... 25
Item 3. Defaults Upon Senior Securities.................................... 25
Item 4. Submission of Matters to a Vote of Security Holders................ 25
Item 5. Other Information.................................................. 25
Item 6. Exhibits and Reports on Form 8-K................................... 26
Signatures.................................................................. 27
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
NN, Inc.
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
(Thousands of Dollars, Except Per Share Data) 2005 2004 2005 2004
- --------------------------------------------------- ----------- ----------- ------------ ------------
Net sales $ 83,787 $75,265 $ 170,502 $152,897
Cost of products sold (exclusive of depreciation
shown separately below) 66,005 58,937 133,670 119,326
Selling, general and administrative 7,297 8,041 14,782 15,184
Depreciation and amortization 4,130 3,969 8,303 7,918
Loss on disposal of assets 2 -- 6 --
----------- ----------- ------------ ------------
Income from operations 6,353 4,318 13,741 10,469
Interest expense, net 1,025 932 2,008 1,824
Other (income) expense, net (168) 25 (340) (31)
----------- ----------- ------------ ------------
Income before provision for income taxes 5,496 3,361 12,073 8,676
Provision for income taxes 2,184 1,375 4,736 3,472
----------- ----------- ------------ ------------
Net income 3,312 1,986 7,337 5,204
Other comprehensive income (loss):
Unrealized holding gain on securities,
net of tax -- -- (73) --
Foreign currency translation (5,895) (524) (9,965) (3,013)
----------- ----------- ------------ ------------
Comprehensive income (loss) $ (2,583) $ 1,462 $ (2,701) $ 2,191
=========== =========== ============ ============
Basic income per common share: $ 0.20 $ 0.12 $ 0.43 $ 0.31
=========== =========== ============ ============
Weighted average shares outstanding 16,971 16,721 16,914 16,713
=========== =========== ============ ============
Diluted income per common share: $ 0.19 $ 0.12 $ 0.43 $ 0.30
=========== =========== ============ ============
Weighted average shares outstanding 17,328 17,177 17,252 17,176
=========== =========== ============ ============
Cash dividends per common share $ 0.08 $ 0.08 $ 0.16 $ 0.16
=========== =========== ============ ============
See accompanying notes.
2
NN, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, December 31,
(Thousands of Dollars) 2005 2004
- ---------------------------------------------------------------------- ------------------ ----- ------------------
Assets
Current assets:
Cash and cash equivalents $ 8,038 $ 10,772
Accounts receivable, net 56,554 51,597
Inventories, net 33,161 35,629
Income tax receivable 2,837 4,401
Other current assets 9,183 5,939
------------------ ------------------
Total current assets 109,773 108,338
Property, plant and equipment, net 115,214 131,169
Goodwill, net 42,044 44,457
Other assets 5,840 5,905
------------------ ------------------
Total assets $ 272,871 $ 289,869
================== ==================
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 38,869 $ 45,217
Accrued salaries and wages 13,944 16,332
Income taxes 3,459 1,599
Current maturities of long-term debt 7,255 7,160
Other current liabilities 3,061 4,123
------------------ ------------------
Total current liabilities 66,588 74,431
Non-current deferred tax liability 16,760 17,857
Long-term debt 64,669 67,510
Accrued pension and other 13,009 14,931
------------------ ------------------
Total liabilities 161,026 174,729
Total stockholders' equity 111,845 115,140
------------------ ------------------
Total liabilities and stockholders' equity $ 272,871 $ 289,869
================== ==================
See accompanying notes.
3
NN, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(Unaudited)
Common Stock Accumulated
Number Additional Other
Of Par paid in Retained Comprehensive
(Thousands of Dollars and Shares) Shares value capital Earnings Income (Loss) Total
- ------------------------------------------- ---------- -------- ----------- ------------- -------------- -----------
Balance, January 1, 2004 16,712 $168 $ 52,960 $ 43,931 $ 9,409 $ 106,468
Shares issued 15 -- 89 -- -- 89
Net income -- -- -- 5,204 -- 5,204
Dividends declared -- -- -- (2,674) -- (2,674)
Other comprehensive income (loss) -- -- -- -- (3,013) (3,013)
---------- -------- ----------- ------------ ------------ -----------
Balance, June 30, 2004 16,727 $168 $ 53,049 $ 46,461 $ 6,396 $ 106,074
========== ======== =========== ============ ============ ===========
Balance, January 1, 2005 16,777 $168 $ 53,423 $ 45,676 $ 15,873 $ 115,140
Shares issued 285 3 2,120 -- -- 2,123
Net income -- -- -- 7,337 -- 7,337
Dividends declared -- -- -- (2,717) -- (2,717)
Unrealized holding gain on
available for sale securities -- -- -- -- (73) (73)
Other comprehensive income (loss) -- -- -- -- (9,965) (9,965)
---------- -------- ----------- ------------ ------------ -----------
Balance, June 30, 2005 17,062 $171 $ 55,543 $ 50,296 $ 5,835 $ 111,845
========== ======== =========== ============ ============ ===========
See accompanying notes.
4
NN, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
Six Months Ended
June 30,
(Thousands of Dollars) 2005 2004
- ---------------------------------------------------------------------------------- ------------ -- ----------
Operating Activities:
Net income $ 7,337 $ 5,204
Adjustments to reconcile net income to net cash provided (used) by operating
activities:
Depreciation and amortization 8,303 7,918
Amortization of debt issue costs 119 106
Write-off of unamortized debt issue costs -- 260
Gain (loss) on disposal of property, plant and equipment 6 (2)
Changes in operating assets and liabilities:
Accounts receivable (8,563) (7,951)
Inventories 277 3,694
Other current assets (2,969) 86
Other assets (314) (222)
Accounts payable (4,549) 2,959
Income tax receivable 1,274 1,259
Other liabilities (599) 81
---------- -----------
Net cash provided by operating activities 322 13,392
---------- -----------
Investing Activities:
Acquisition of property, plant, and equipment (2,906) (5,178)
Proceeds from disposals of property, plant and equipment -- 87
------------ ----------
Net cash used by investing activities (2,906) (5,091)
------------ ----------
Financing Activities:
Proceeds from long-term debt -- 40,000
Proceeds from short-term debt 899 --
Increase in cash from reclassification of book overdraft 2,008 --
Debt issue costs paid -- (703)
Repayment of long-term debt (1,560) (41,075)
Repayment of short-term debt -- (2,000)
Proceeds from issuance of stock 2,123 90
Dividends paid (2,717) (2,674)
------------ ----------
Net cash provided (used) by financing activities 753 (6,362)
------------ ----------
Effect of exchange rate changes on cash and cash equivalents (903) (273)
Net Change in Cash and Cash Equivalents (2,734) 1,666
Cash and Cash Equivalents at Beginning of Period 10,772 4,978
------------ ---------
Cash and Cash Equivalents at End of Period $ 8,038 $ 6,644
============ ==========
See accompanying notes.
5
NN, Inc.
Notes To Consolidated Financial Statements
(unaudited)
Note 1. Interim Financial Statements
The accompanying consolidated financial statements of NN, Inc. (the "Company")
have not been audited by our independent registered public accounting firm,
except that the balance sheet at December 31, 2004 is derived from the Company's
audited financial statements. In the opinion of the Company's management, the
financial statements reflect all adjustments necessary to present fairly the
results of operations for the three and six month periods ended June 30, 2005
and 2004, the Company's financial position at June 30, 2005 and December 31,
2004, and the cash flows for the six month periods ended June 30, 2005 and 2004.
These adjustments are of a normal recurring nature and are, in the opinion of
management, necessary for fair presentation of the financial position and
operating results for the interim periods. As used in this Quarterly Report on
Form 10-Q, the terms "NN", "the Company", "we", "our", or "us" mean NN, Inc. and
its subsidiaries.
Certain information and footnote disclosures normally included in the financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted from the interim financial statements presented
in this Quarterly Report on Form 10-Q. These Condensed, Consolidated, Unaudited
Financial Statements should be read in conjunction with our audited Consolidated
Financial Statements and the Notes thereto included in our most recent annual
report on Form 10-K which we filed with the Securities and Exchange Commission
on March 16, 2005.
The results for the first and second quarters of 2005 are not necessarily
indicative of future results.
Note 2. Derivative Financial Instruments
We have an interest rate swap accounted for in accordance with Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities", effective January 1, 2001. The Company
adopted SFAS No. 133 on January 1, 2001, which establishes accounting and
reporting standards for derivative instruments and for hedging activities. The
Standard requires the recognition of all derivative instruments on the balance
sheet at fair value. The Standard allows for hedge accounting if certain
requirements are met including documentation of the hedging relationship at
inception and upon adoption of the Standard.
In connection with a variable Euribor rate debt financing in July 2000, our
subsidiary, NN Europe ApS (formerly known as NN Euroball ApS) entered into an
interest rate swap with a notional amount of 12.5 million Euro for the purpose
of fixing the interest rate on a portion of its debt financing. The interest
rate swap provides for the Company to receive variable Euribor interest payments
and pay 5.51% fixed interest. The interest rate swap agreement expires in July
2006 and the notional amount amortizes in relation to initially established
principal payments on the underlying debt over the life of the swap. This
original debt was repaid in May 2003, however, the swap remains pursuant to its
original terms.
As of June 30, 2005, the fair value of the swap was approximately $108,000 which
is recorded in other non-current liabilities. The change in fair value during
the three and six month periods ending June 30, 2005 was a loss of approximatley
$46,000 and a loss of approximately $60,000, respectively, which have been
included as components of other (income)expense. The change in fair value during
the three and six month periods ending June 30, 2004 was a loss of approximately
$8,000 and a gain of approximately $84,000, respectively.
6
Inventories
Inventories are stated at the lower of cost or market. Cost is determined using
the first-in, first-out method.
Inventories are comprised of the following (in thousands):
June 30, December 31,
2005 2004
------------------ -----------------
Raw materials $ 8,396 $ 8,584
Work in process 6,417 6,356
Finished goods 19,793 22,334
Less inventory reserves (1,445) (1,645)
------------------ -----------------
$ 33,161 $ 35,629
================== =================
Inventories on consignment at customer locations as of June 30, 2005 and
December 31, 2004 totaled $3.8 million at each date.
Note 4. Net Income Per Share
Three months ended Six months ended
(Thousands of Dollars, Except Share and June 30, June 30,
Per Share Data) 2005 2004 2005 2004
- --------------------------------------------------- ------------- ------------- -------------- -------------
Net income $ 3,312 $ 1,986 $ 7,337 $ 5,204
============= ============= ============== =============
Weighted average basic shares 16,970,929 16,720,858 16,914,044 16,712,867
Effect of dilutive stock options 357,487 455,695 338,150 462,832
------------- ------------- -------------- -------------
Weighted average dilutive shares outstanding 17,328,416 17,176,553 17,252,194 17,175,699
============= ============= ============== =============
Basic net income per share $ 0.20 $ 0.12 $ 0.43 $ 0.31
============= ============= ============== =============
Diluted net income per share $ 0.19 $ 0.12 $ 0.43 $ 0.30
============= ============= ============== =============
Excluded from the shares outstanding for each of the periods ended June 30, 2005
and 2004 were 357,000 and 438,000 antidilutive options, respectively, which had
exercise prices of $12.62 as of June 30, 2005 and as of June 30, 2004.
Note 5. Segment Information
During 2005 and 2004, the Company's reportable segments are based on differences
in product lines and geographic locations and are divided among Domestic Ball
and Roller, European operations ("NN Europe") and Plastic and Rubber Components.
The Domestic Ball and Roller Segment is comprised of two manufacturing
facilities in the eastern United States. The NN Europe Segment is comprised of
precision ball, roller and metal cage manufacturing facilities located in
Kilkenny, Ireland; Eltmann, Germany; Pinerolo, Italy; Kysucke Nove Mesto,
Slovakia (which began production in the second quarter of 2004); and Veenendaal,
The Netherlands ("Veenendaal"). All of the facilities in the Domestic Ball and
Roller Segment are engaged in the production of precision balls and rollers used
primarily in the bearing industry. All of the facilities in the NN Europe
Segment are engaged in the production of precision balls used primarily in the
bearing industry, except for Veenendaal which is engaged in the production of
tapered rollers and cages for use primarily in the bearing industry. The Plastic
and Rubber Components Segment is comprised of the Industrial Molding Corporation
("IMC") business, located in Lubbock, Texas and The Delta Rubber Company
("Delta") business, located in Danielson, Connecticut. IMC is engaged in the
production of plastic injection molded products for the bearing, automotive,
instrumentation, fiber optic and office automation markets. Delta is engaged
principally in the production of engineered bearing seals used principally in
automotive, industrial, agricultural, mining and aerospace applications.
7
The accounting policies of each segment are the same as those described in the
summary of significant accounting policies in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2004. We evaluate segment
performance based on profit or loss from operations before income taxes. We
account for inter-segment sales and transfers at current market prices; however,
we did not have any material inter-segment transactions during the three or six
month periods ended June 30, 2005 or 2004.
Three Months Ended June 30,
2005 2004
-------------------------------------------- ---------------------------------------------
(In Thousands of Dollars) Domestic Plastic and Domestic Plastic and
Ball & NN Europe Rubber Ball & NN Europe Rubber
Roller Segment Components Roller Segment Components
- ----------------------------- ------------ -------------- --------------- ------------- --------------- ---------------
Revenues from external $ 16,508 $ 52,773 $ 14,506 $ 14,550 $ 48,387 $ 12,328
customers
Pretax profit (loss) 374 5,147 (25) (137) 3,088 410
Assets 51,818 162,716 58,337 50,072 157,027 56,761
Six Months Ended June 30,
2005 2004
-------------------------------------------- ---------------------------------------------
(In Thousands of Dollars) Domestic Plastic and Domestic Plastic and
Ball & NN Europe Rubber Ball & NN Europe Rubber
Roller Segment Components Roller Segment Components
- ----------------------------- ------------ --------------- --------------- ------------- --------------- ---------------
Revenues from external $ 32,435 $108,711 $ 29,356 $ 28,977 $ 98,441 $ 25,479
customers
Pretax profit (loss) 1,698 9,698 677 630 6,878 1,168
Assets 51,818 162,716 58,337 50,072 157,027 56,761
Note 6. Acquisitions
During 2004, we formed a wholly-owned subsidiary, NN Precision Bearing Products
Company, LTD, ("NN Asia)". This subsidiary, which is expected to begin precision
ball production during the second half of 2005, will be located in the Kunshan
Economic and Technology Development Zone, Jiangsu, The People's Republic of
China and is a component of our strategy to globally expand our manufacturing
base. The costs incurred as a result of this start-up for the six month periods
ended June 30, 2005 and 2004 of approximately $0.4 million and $0.1 million,
respectively, were classified as selling, general and administrative expense and
are included in the Domestic Ball and Roller Segment.
On July 22, 2005, we acquired an adjacent building to the existing building in
Kysucke Nove Mesto, Slovakia for approximately 1.2 million Euros ($1.4 million),
which will allow for future growth in manufacturing capacity.
Note 7. Pensions
In December 2003 the FASB issued SFAS No. 132 (revised 2003), "Employers'
Disclosures about Pensions and Other Postretirement Benefits". SFAS No. 132R
revises employers' disclosures about pension plans and other postretirement
benefit plans. It does not change the measurement or recognition of those plans
required by FASB Statements No. 87, "Employers' Accounting for Pensions", No.
88, "Employers' Accounting for Settlements and Curtailments of Defined Benefit
Pensions Plans and for Termination Benefits", and No. 106, "Employers'
Accounting for Postretirement Benefits Other Than Pensions".
SFAS No. 132R requires additional disclosures to those in the original Statement
132 about the assets, obligations, cash flows, and net periodic benefit cost of
defined benefit pension plans and other defined benefit postretirement plans. At
June 30, 2005, we have complied with the disclosure requirements of SFAS No.
132R. We have a defined benefit pension plan covering the employees at our
Eltmann, Germany facility. The benefits are based on the expected years of
service including the rate of compensation increase. The plan is unfunded.
8
Components of Net Periodic Pension Cost:
Three months ended Six months ended
June 30, June 30,
--------------------------- --------------------------
(In Thousands of Dollars) 2005 2004 2005 2004
------------------------------- ------------ ----------- ----------- -----------
Service cost $ 25 $ 26 $ 52 $ 52
Interest cost 50 58 103 116
Amortization of net gain 3 -- 5 --
------------ ----------- ----------- -----------
Net periodic pension cost $ 78 $ 84 $ 160 $ 168
============ =========== =========== ===========
We expect to contribute approximately $0.3 million to our pension plan in 2005.
As of June 30, 2005, approximately $0.2 million of contributions have been made.
Note 8. New Accounting Pronouncements
In March 2005 the FASB issued FASB Interpretation No. 47, "Accounting for
Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47 clarifies that the
term "conditional asset retirement obligation" as used in FASB Statement No.
143, "Accounting for Asset Retirement Obligations", refers to a legal obligation
to perform an asset retirement activity in which the timing and (or) method of
settlement are conditional on a future event that may or may not be within the
control of the entity. FIN 47 is effective no later than the end of fiscal years
ending after December 15, 2005. We are currently evaluating the impacts of FIN
47 on the Company's consolidated financial statements.
On December 16, 2004, the FASB issued SFAS No. 123R, "Share-Based Payment,"
which requires companies to expense the value of employee stock options and
similar awards and establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments for goods. SFAS No. 123R was
effective for annual periods beginning after June 15, 2005 and applies to all
outstanding and unvested share-based payment awards. This Statement requires a
public entity to measure the cost of employee services received in exchange for
an award of equity instruments based on the grant-date fair value of the award
(with limited exception). That cost will be recognized over the period during
which an employee is required to provide service in exchange for the award - the
requisite service period (usually the vesting period). We are currently
evaluating the impacts of SFAS No. 123R on the Company's consolidated financial
statements.
In November 2004, the FASB issued SFAS No. 151, "Inventory Costs". SFAS No. 151
clarifies the accounting for abnormal amounts of idle facility expense, freight,
handling costs and wasted material (spoilage). SFAS No. 151 requires that these
items be recognized as current-period charges. In addition, SFAS No. 151
requires that the allocation of fixed production overheads to the costs of
conversion be based on the normal capacity of the production facilities. This
statement is effective for fiscal years beginning after June 15, 2005. We are
currently evaluating the impact of SFAS No. 151 on the company's financial
statements.
In December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary Assets
an amendment of APB Opinion No. 29". SFAS No. 153 eliminates the exception from
fair value measurement for nonmonetary exchanges of similar productive assets in
paragraph 21(b) of APB Opinion No. 29, Accounting for Nonmonetary Transactions,
and replaces it with an exception for exchanges that do not have commercial
substance. This Statement specifies that a nonmonetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The provisions of this Statement are
effective for nonmonetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005.
Deduction for Qualified Domestic Production Activities
On October 22, 2004, the President signed the American Jobs Creation Act of 2004
(the "Act"). The Act provides a deduction for income from qualified domestic
production activities, which will be phased in from 2005 through 2010. In
return, the Act also provides for a two-year phase out of the existing
extra-territorial income exclusion (ETI) for foreign sales that was viewed to be
inconsistent with international trade protocols by the European Union. We are
not yet in a position to determine the net effect of the phase out of the ETI
and the phase in of this new deduction on the effective tax rate in future
years. We expect to be in a position to finalize our assessment by December 31,
2005.
9
Under the guidance in FASB Staff Position No. FAS 109-1, Application of FASB
Statement No. 109, "Accounting for Income Taxes," to the Tax Deduction on
Qualified Production Activities Provided by the American Jobs Creation Act of
2004, issued and effective on December 21, 2004, the deduction will be treated
as a "special deduction" as described in FASB Statement No. 109. As such, the
special deduction has no effect on deferred tax assets and liabilities existing
at the enactment date. Rather, the impact of this deduction will be reported in
the period in which qualifying activities occur.
Repatriation of Foreign Earnings
On October 22, 2004, the President signed the American Jobs Creation Act of 2004
(the "Act"). The Act creates a temporary incentive for U.S. corporations to
repatriate accumulated income earned abroad by providing an 85 percent dividends
received deduction for certain dividends from controlled foreign corporations.
The deduction is subject to a number of limitations and uncertainty remains as
to how to interpret numerous provisions in the Act. As such, we are not yet in a
position to decide on whether, and to what extent, we might repatriate foreign
earnings that have not yet been remitted to the U.S. We expect to be in a
position to finalize our assessment by December 31, 2005.
Note 9. Long-Term Debt and Short-Term Debt
On May 1, 2003, we entered into a $90.0 million syndicated credit facility with
AmSouth Bank ("AmSouth") as the administrative agent and Suntrust Bank as the
Euro loan agent for the lenders under which we borrowed $60.4 million and 26.3
million Euros ($29.6 million) (the "$90.0 million credit facility"). This
financing arrangement replaced our prior credit facility with AmSouth and Hypo
Vereinsbank Luxembourg, S.A. The credit facility as originally entered into
consisted of a $30.0 million revolver ("$30.0 million revolver") expiring on
March 15, 2005, subsequently extended to June 30, 2007 bearing interest at a
floating rate equal to LIBOR (3.34% at June 30, 2005) plus an applicable margin
of 1.25 to 2.0, a $30.4 million term loan expiring on May 1, 2008, bearing
interest at a floating rate equal to LIBOR (3.34% at June 30, 2005) plus an
applicable margin of 1.25 to 2.0 and a 26.3 million Euro ($29.6 million) term
loan ("26.3 million Euro term loan") expiring on May 1, 2008 which bears
interest at a floating rate equal to Euro LIBOR (2.10% at June 30, 2005) plus an
applicable margin of 1.25 to 2.0. All amounts owed under the $30.4 million term
loan were paid during the second quarter of 2004 with the proceeds from our
$40.0 million notes and we no longer have borrowing capacity under that portion
of the $90.0 million credit facility. The terms of the $30.0 million revolver
and the 26.3 million Euro term loan remain unchanged. The loan agreement
contains customary financial and non-financial covenants. Such covenants specify
that we must maintain certain liquidity measures. The loan agreement also
contains customary restrictions on, among other things, additional indebtedness,
liens on our assets, sales or transfers of assets, investments, restricted
payments (including payment of dividends and stock repurchases), issuance of
equity securities, and mergers, acquisitions and other fundamental changes in
the Company's business. The credit agreement is un-collateralized except for the
pledge of stock of certain foreign subsidiaries. We were in compliance with all
such covenants as of June 30, 2005.
10
On April 26, 2004 we issued $40.0 million aggregate principal amount of senior
notes in a private placement (the "$40.0 million notes"). These notes bear
interest at a fixed rate of 4.89% and mature on April 26, 2014. Interest is paid
semi-annually. As of June 30, 2005, $40.0 million remained outstanding. Annual
principal payments of approximately $5.7 million begin on April 26, 2008 and
extend through the date of maturity. Proceeds from this credit facility were
used to repay our existing US dollar denominated term loan, $24.0 million, and
repay a portion, of our borrowings under our US dollar denominated revolving
credit facility, $13.0 million, which are both components of our $90.0 million
credit facility, and to repay other short term borrowings totaling approximately
$4.7 million. The agreement contains customary financial and non-financial
covenants. Such covenants specify that we must maintain certain liquidity
measures. The agreement also contains customary restrictions on, among other
things, additional indebtedness, liens on our assets, sales or transfers of
assets, investments, restricted payments (including payment of dividends and
stock repurchases), issuance of equity securities, and mergers, acquisitions and
other fundamental changes in our business. We were in compliance with all such
covenants as of June 30, 2005. The notes are not collateralized except for the
pledge of stock of certain foreign subsidiaries. We incurred $0.7 million of
related costs as a result of issuing these notes which have been recorded as a
component of other non-current assets and are being amortized over the term of
the notes.
Debt outstanding under the various agreements as of June 30, 2005 and December
31, 2004 was as follows:
(In Thousands of Dollars) June 30, December 31,
2005 2004
------------------------------------------- ------------------- ----------------
$90 million credit facility
Current maturities of long-term debt $ 7,255 $ 7,160
Long-term debt 24,669 27,510
------------------ -----------------
Total $31,924 $34,670
================== =================
$40 million notes
Current maturities of long-term debt -- --
Long-term debt 40,000 40,000
------------------ -----------------
Total $40,000 $40,000
================== =================
The fair value of our fixed rate long-term borrowings are estimated using
discounted cash flow analysis based on our incremental borrowing rates for
similar types of borrowing arrangements. We estimate the fair value of the $40.0
million notes to be $40.1 million at June 30, 2005 and $40.4 million at December
31, 2004.
As a result of the Company's cash management system, checks issued but not
presented to the banks for payment may create negative book cash balances. Such
negative balances are included in accounts payable and totaled 2.0 million and
0.0 as of June 30, 2005 and December 30, 2004, respectively.
Note 10. Goodwill
The changes in the carrying amount of goodwill for the six month periods ended
June 30, 2005 and the twelve month period ended December 31, 2004 are as
follows::
Plastic and
Rubber
Components NN Europe
(In Thousands of Dollars) Segment Segment Total
- ----------------------------------------------------- ------------------ -------------- --------------
Balance as of January 1, 2004 $25,755 $17,138 $42,893
Currency impacts/reclassification -- 1,564 1,564
------------------ -------------- --------------
Balance as of December 31, 2004 $25,755 $18,702 $44,457
================== ============== ==============
Balance as of January 1, 2005 $25,755 $18,702 $44,457
Currency impacts -- (2,413) (2,413)
------------------ -------------- --------------
Balance as of June 30, 2005 $25,755 $16,289 $42,044
================== ============== ==============
11
Note 11. Stock Compensation
We have adopted the provisions of SFAS 123, which encourages but does not
require a fair value based method of accounting for stock compensation plans. We
have elected to continue accounting for our stock compensation plan using the
intrinsic value based method under Auditing Practices Board ("APB") Opinion No.
25 and, accordingly, have not recorded compensation expense for the three and
six month periods ended June 30, 2005 and June 30, 2004, except as related to
stock options accounted for under the variable method of accounting. Had
compensation cost for our stock compensation plan been determined based on the
fair value at the option grant dates, our net income and earnings per share
would have been changed to the pro-forma amounts indicated below:
Three Months Ended Six Months Ended
June 30, June 30,
(In Thousands, Except per Share Data) 2005 2004 2005 2004
- -------------------------------------------------- ----------- ---------- ------------ -----------
Net income - as reported $3,312 $1,986 $7,337 $ 5,204
Stock based compensation costs (income), net of
income tax, included in net income as
reported 3 79 (59) 12
Stock based compensation costs, net of income
tax, that would have been included in net
income if the fair value method had been
applied (34) (8) (469) (64)
----------- ----------- ------------ -----------
Net income - pro-forma $3,281 $2,057 $6,809 $5,152
=========== =========== ============ ===========
Basic earnings per share - as reported $ 0.20 $ 0.12 $ 0.44 $ 0.31
Stock based compensation costs (income), net of
income tax, included in net income as
reported -- -- -- --
Stock based compensation costs, net of income
tax, that would have been included in net
income if the fair value method had been
applied -- -- (0.03) --
----------- ----------- ------------ -----------
Basic earnings per share - pro-forma $ 0.20 $ 0.12 $ 0.41 $ 0.31
=========== =========== ============ ===========
Earnings per share-assuming dilution - as
reported $ 0.19 $ 0.12 $ 0.43 $ 0.30
Stock based compensation costs (income), net of
income tax, included in net income as
reported -- -- -- --
Stock based compensation costs, net of income
tax, that would have been included in net
income if the fair value method had been
applied -- -- (0.03) --
----------- ----------- ------------ -----------
Earnings per share - assuming dilution-pro-forma $ 0.19 $ 0.12 $ 0.40 $ 0.30
=========== =========== ============ ===========
The fair value of each option grant was estimated based on actual information
available through June 30, 2005 and 2004 using the Black Scholes option-pricing
model with the following assumptions:
Term - Vesting period
Risk free interest rate - 3.76% and 3.79% at June 30, 2005 and 2004, respectively
Dividend yield - 2.52% and 2.52% at June 30, 2005 and 2004, respectively
Volatility - 46.47% and 48.59% at June 30, 2005 and 2004, respectively
12
Note 12. Lease Commitment
On June 1, 2004, our wholly owned subsidiary, NN Precision Bearing Products
Company LTD, entered into a twenty year lease agreement with Kunshan Tian Li
Steel Structure Co. LTD for the lease of land and building (approximately
110,000 square feet) in the Kunshan Economic and Technology Development Zone,
Jiangsu, The People's Republic of China. The building will be newly constructed
and we expect to begin usage of the leased property during the second half of
2005. The land and building remain under the control of the lessor until such
time as usage of the leased property commences. The agreement satisfied the
requirements of a capital lease at June 1, 2004, and we anticipate recording the
lease as a capital lease in our Consolidated Financial Statements when usage of
the leased property begins. Accordingly, as of June 30, 2005, no amount has been
recorded related to the asset and corresponding obligation associated with the
lease agreement in our Consolidated Financial Statements. We estimate the fair
value of the land and building to be approximately $2.0 million and undiscounted
annual lease payments of approximately $0.2 million (approximately $4.1 million
aggregate non-discounted lease payments over the twenty year term). The lease
terms include fair value buy-out provisions, and we maintain the option to
extend the lease term under the same terms and conditions as the original
agreement.
Note 13. Restructuring Charges
Eltmann, Germany Restructuring
During the fourth quarter of 2004, the Company's NN Europe subsidiary, a
component of the Company's NN Europe Segment, announced a reduction in staffing
at its Eltmann, Germany ball production facility. This restructuring will affect
approximately 86 employees and is expected be completed during 2005. As a
result, during 2004, the Company recorded restructuring charges of approximately
1.7 million Euro ($2.3 million) related to severance costs of approximately $2.1
million and other related charges of approximately $0.2 million. The workforce
reduction is a result of the Company's continuing strategy of rationalizing its
global manufacturing capacity and transfer of production principally to its
facility in Kysucke Nove Mesto, Slovakia. The charges were recorded in
restructuring and impairment costs, a component of income from operations in the
fourth quarter of 2004.
The following summarizes the restructuring charges related to the restructuring
at the Company's Eltmann, Germany facility for the twelve months ended December
31, 2004 and the six months ended June 30, 2005:
Twelve months ended December 31, 2004
Reserve Reserve
Balance at Paid in Currency Balance at
(In Thousands of Dollars) 01/01/04 Charges 2004 Impacts 12/31/04
------------- ------------ ---------- ------------ -------------
Severance and other $ -- $ 2,290 $ -- $ -- $ 2,290
employee costs
------------- ------------ ---------- ------------ -------------
$ -- $ 2,290 $ -- $ -- $ 2,290
============= ============ ========== ============ =============
Six months ended June 30, 2005
(In Thousands of Dollars) Reserve Reserve
Balance at Paid in Currency Balance at
01/01/05 Charges 2005 Impacts 06/30/05
------------- ------------ ---------- ------------ -------------
Severance and other $ 2,290 $ -- $ (410) $ (213) $ 1,667
employee costs
------------- ------------ ---------- ------------ -------------
$ 2,290 $ -- $ (410) $ (213) $ 1,667
============= ============ ========== ============ =============
We expect to pay all amounts during 2005 and no additional charges are expected
to be incurred.
13
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview and Management Focus
Our strategy and management focus is based upon the following long-term
objectives:
o Captive growth, providing a competitive and attractive alternative to
the operations of our global customers
o Expansion of our bearing product offering, and
o Global expansion of our manufacturing base to better address the
global requirements of our customers
Management generally focuses on these trends and relevant market
indicators:
o Global industrial growth and economics
o Global automotive production rates
o Costs subject to the global inflationary environment, including, but
not limited to:
o Raw material
o Wages and benefits, including health care costs
o Regulatory compliance
o Energy
o Raw Material Availability
o Trends related to manufacturing's geographic migration of competitive
manufacturing
o Regulatory environment for United States public companies
o Currency and exchange rate movements and trends
o Interest rate levels and expectations
Management generally focuses on the following key indicators of operating
performance:
o Sales growth
o Cost of products sold levels
o Selling, general and administrative expense levels
o Net income
o Cash flow from operations and capital spending
Our core business is the manufacture and sale of high quality, precision steel
balls and rollers. In 2004, sales of balls and rollers accounted for
approximately 77% of the Company's total net sales with 59% and 18% of sales
from balls and rollers, respectively. Sales of metal bearing retainers accounted
for 6% and sales of precision molded plastic and rubber parts accounted for the
remaining 17%.
14
Since our formation in 1980, we have grown primarily through the displacement of
captive ball manufacturing operations of domestic and international bearing
manufacturers resulting in increased sales of high precision balls for quiet
bearing applications. Management believes that our core business sales growth
since our formation has been due to our ability to capitalize on opportunities
in global markets and provide precision products at competitive prices, as well
as our emphasis on product quality and customer service.
Results of Operations
Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30,
2004
Net Sales. Net sales increased by approximately $8.5 million, or 11.3%, from
$75.3 million for the second quarter of 2004 to $83.8 million for the second
quarter of 2005. By segment, sales increased $4.4 million, $2.2 million and $1.9
million for the NN Europe Segment, Plastic and Rubber Components Segment, and
the Domestic Ball and Roller Segment, respectively. Within the NN Europe
Segment, approximately $2.0 million of the increase is related to the impact of
currency exchange rates, approximately $1.6 million of the increase is related
to price adjustments associated with raw material pass through and approximately
$0.8 million is related to increases in product demand. Within the Plastics and
Rubber Component Segment, approximately $1.8 million of the increase is related
to increased product demand and approximately $0.4 million is related to price
adjustments associated with raw material pass through. Within the Domestic Ball
and Roller Segment, approximately $1.3 million is related to price adjustments
associated with raw material pass through and approximately $0.6 million related
to increased product demand.
Cost of Products Sold. Cost of products sold increased by approximately $7.1
million, or 12.1%, from $58.9 million for the second quarter of 2004 to $66.0
million for the second quarter of 2005. By segment, cost of products sold
increased $2.7 million, $2.5 million and $1.9 million for the Plastics and
Rubber Component Segment, the NN Europe Segment and the Domestic Ball and Roller
Segment, respectively. Within the Plastics and Rubber Components Segment,
approximately $1.8 million is related to increases in volume and approximately
$0.9 million is related to increased material costs, principally higher resin
costs at our Industrial Molding facility. Within the NN Europe Segment,
approximately $1.6 million is related to the impact of currency exchange rates
and approximately $1.8 million is related to increases in volume and increased
material costs offset by productivity improvements of approximately $0.9
million. Within the Domestic Ball and Roller Segment, approximately $0.9 million
is related to increases in material cost, approximately $0.6 million is related
to transportation fuel surcharges and inventory reductions and approximately
$0.4 million is related to increased volume. As a percentage of net sales, cost
of products sold increased from 78.2% during the second quarter of 2004 to 78.8%
during the second quarter of 2005.
The price of steel has risen over the last twelve to eighteen months with the
potential for prices for the remainder of 2005 to reflect even greater
increases. The increase is principally due to general increases in global demand
and, more recently, due to China's increased consumption of steel. This has had
the impact of increasing steel prices we pay in procuring our steel in the form
of higher unit prices and scrap surcharges and could adversely impact the
availability of steel. Our contracts with key customers allow us to pass a
majority of the steel price increases on to those customers. However, for our NN
Europe Segment, material price changes in any given year are typically passed
along with price adjustments in January of the following year. Unless we can
continue to pass these increases through to our customers, income from
operations, net income and cash flow from operations will be adversely affected.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by approximately $0.7 million, or 8.8%, from
$8.0 million during the second quarter of 2004 to $7.3 million during the second
quarter of 2005. By segment, selling, general and administrative expenses
decreased $0.4 million and $0.3 million for the NN Europe Segment and the
Domestic Ball and Roller Segment, respectively. Within the NN Europe Segment the
decrease is principally related to lower consulting costs. Within the Domestic
Ball and Roller Segment the decrease is principally related to lower
Sarbanes-Oxley compliance costs. As a percentage of net sales, selling, general
and administrative expenses decreased from 10.6% during the second quarter of
2004 to 8.7% during the second quarter of 2005.
15
Depreciation and Amortization. Depreciation and amortization expenses increased
by approximately $0.1 million, or 2.5%, from $4.0 million for the second quarter
of 2004 to $4.1 million for the second quarter of 2005. The increase is
principally related to the impact of foreign currency exchange rates within the
NN Europe Segment. As a percentage of net sales, depreciation and amortization
expense decreased from 5.3% during the second quarter of 2004 to 4.9% during the
second quarter of 2005.
Interest Expense. Interest expense increased by approximately $0.1 million, or
11.1%, from $0.9 million in the second quarter of 2004 to $1.0 million in the
second quarter of 2005. The increase is principally related increased market
interest rates. See "Liquidity and Capital Resources".
Net Income. Net income increased by approximately $1.3 million, or 65%, from
$2.0 million in the second quarter of 2004 to $3.3 million in the second quarter
of 2005. As a percentage of net sales, net income increased from 2.7% during the
second quarter of 2004 to 3.9% during the second quarter of 2005.
Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004
Net Sales. Net sales increased by approximately $17.6 million, or 11.5%, from
$152.9 million for the first six months of 2004 to $170.5 million for the first
six months of 2005. By segment, sales increased $10.3 million, $3.9 million and
$3.4 million for the NN Europe Segment, the Plastic and Rubber Components
Segment and the Domestic Ball and Roller Segment, respectively. Within the NN
Europe Segment, approximately $5.1 million of the increase is related to the
impact of currency exchange rates, approximately $3.2 million of the increase is
related to price adjustments associated with raw material pass through and
approximately $2.0 million is related to increases in product demand. Within the
Plastic and Rubber Components Segment, approximately $3.1 million of the
increase is related to increased product demand and approximately $0.8 million
is related to price adjustments associated with raw material pass through.
Within the Domestic Ball and Roller Segment, approximately $2.4 million of the
increase is related to price adjustments associated with raw material pass
through and approximately $1.1 million is related to increases in product
demand.
Cost of Products Sold. Cost of products sold increased by approximately $14.4
million, or 12.1%, from $119.3 million for the first six months of 2004 to
$133.7 million for the first six months of 2005. By segment, cost of products
sold increased $7.4 million, $4.6 million and $2.4 million for the NN Europe
Segment, the Plastics and Rubber Component Segment and the Domestic Ball and
Roller Segment, respectively. Within the NN Europe Segment, approximately $4.3
million of the increase is related to the impact of currency exchange rates and
approximately $4.4 million is related to increases in volume and approximately
$0.8 million is related to increased material costs. These increases were offset
by approximately $2.1 million of productivity improvements. Within the Plastics
and Rubber Component Segment, approximately $2.7 million is related to increased
volume and approximately $1.9 million is related to increases in raw material
costs. Within the Domestic Ball and Roller Segment, approximately $1.1 million
of the increase is related to increased material cost, approximately $0.7
million is related to increased volume and approximately $0.6 million is related
to transportation fuel surcharges and inventory reductions. As a percentage of
net sales, cost of products sold increased from 78.0% during first six months of
2004 to 78.4% during the first six months of 2005.
The price of steel has risen over the last twelve to eighteen months with the
potential for prices for the remainder of 2005 to reflect even greater
increases. The increase is principally due to general increases in global demand
and, more recently, due to China's increased consumption of steel. This has had
the impact of increasing steel prices we pay in procuring our steel in the form
of higher unit prices and scrap surcharges and could adversely impact the
availability of steel. Our contracts with key customers allow us to pass a
majority of the steel price increases on to those customers. However, for our NN
Europe Segment, material price changes in any given year are typically passed
along with price adjustments in January of the following year. Unless we can
continue to pass these increases through to our customers, income from
operations, net income and cash flow from operations will be adversely affected.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses decreased by approximately $0.4 million or 2.6% from
$15.2 million during the first six months of 2004 to $14.8 million during the
first six months of 2005. By segment, selling, general and administrative
expenses decreased $0.2 million, $0.1 million and $0.1 million for the NN Europe
Segment, Domestic Ball and Roller Segment
16
and the Plastic and Rubber Components Segment, respectively. Within the NN
Europe Segment, the decrease is related principally to decreased lower
consulting costs of approximately $0.6 million, offset by the negative impact of
foreign currency exchange rates of approximately $0.4 million. Within the
Domestic Ball and Roller Segment and the Plastics and Rubber Components Segment
the decrease is principally related to decreased Sarbanes-Oxley compliance
costs. As a percentage of net sales, selling, general and administrative
expenses decreased from 9.9% during the first six months of 2004 to 8.7% during
the first six months of 2005.
Depreciation and Amortization. Depreciation and amortization expenses increased
by approximately $0.3 million or 3.8% from $8.0 million for the first six months
of 2004 to $8.3 million for the first six months of 2005. By segment,
depreciation and amortization expenses increased by $0.3 million and $0.2
million for the NN Europe Segment and the Plastics and Rubber Component
Segments, respectively and decreased by $0.2 million for the Domestic Ball and
Roller Segment. Within the NN Europe Segment, the $0.3 million increase is
principally related to the impact of foreign currency exchange rates. Within the
Plastics and Rubber Components Segment the increase is a result of capital
investments in machinery and equipment. Within the Domestic Ball and Roller
Segment, the $0.2 million decrease is a result of a lower level of capital
investments in machinery and equipment for the period. As a percentage of net
sales, depreciation and amortization expense decreased from 5.2% for the first
six months of 2004 to 4.9% for the first six months of 2005.
Interest Expense. Interest expense increased by approximately $0.2 million from
$1.8 million in the first six months of 2004 to $2.0 million in the first six
months of 2005. The increase is principally related to increased market interest
rates. See "Liquidity and Capital Resources".
Net Income. Net income increased by approximately $2.1 million, or 40.4%, from
$5.2 million in the first six months of 2004 to $7.3 million in the first six
months of 2005. As a percentage of net sales, net income increased from 3.4%
during the first six months of 2004 to 4.3% during the first six months of 2005.
Liquidity and Capital Resources
On May 1, 2003, we entered into a $90.0 million syndicated credit facility with
AmSouth Bank ("AmSouth") as the administrative agent and Suntrust Bank as the
Euro loan agent for the lenders under which we borrowed $60.4 million and 26.3
million Euros ($29.6 million) (the "$90.0 million credit facility"). This
financing arrangement replaced our prior credit facility with AmSouth and Hypo
Vereinsbank Luxembourg, S.A. The credit facility as originally entered into
consisted of a $30.0 million revolver ("$30.0 million revolver") expiring on
March 15, 2005, subsequently extended to June 30, 2007 bearing interest at a
floating rate equal to LIBOR (3.34% at June 30, 2005) plus an applicable margin
of 1.25 to 2.0, a $30.4 million term loan expiring on May 1, 2008, bearing
interest at a floating rate equal to LIBOR (3.34% at June 30, 2005) plus an
applicable margin of 1.25 to 2.0 and a 26.3 million Euro ($29.6 million) term
loan ("26.3 million Euro term loan") expiring on May 1, 2008 which bears
interest at a floating rate equal to Euro LIBOR (2.10% at June 30, 2005) plus an
applicable margin of 1.25 to 2.0. All amounts owed under the $30.4 million term
loan were paid during the second quarter of 2004 with the proceeds from our
$40.0 million notes and we no longer have borrowing capacity under that portion
of the $90.0 million credit facility. The terms of the $30.0 million revolver
and the 26.3 million Euro term loan remain unchanged. The loan agreement
contains customary financial and non-financial covenants. Such covenants specify
that we must maintain certain liquidity measures. The loan agreement also
contains customary restrictions on, among other things, additional indebtedness,
liens on our assets, sales or transfers of assets, investments, restricted
payments (including payment of dividends and stock repurchases), issuance of
equity securities, and mergers, acquisitions and other fundamental changes in
the Company's business. The credit agreement is un-collateralized except for the
pledge of stock of certain foreign subsidiaries. We were in compliance with all
such covenants as of June 30, 2005.
17
On April 26, 2004 we issued $40.0 million aggregate principal amount of senior
notes in a private placement (the "$40.0 million notes"). These notes bear
interest at a fixed rate of 4.89% and mature on April 26, 2014. Interest is paid
semi-annually. As of June 30, 2005, $40.0 million remained outstanding. Annual
principal payments of approximately $5.7 million begin on April 26, 2008 and
extend through the date of maturity. Proceeds from this credit facility were
used to repay our existing US dollar denominated term loan, $24.0 million, and
repay a portion, of our borrowings under our US dollar denominated revolving
credit facility, $13.0 million, which are both components of our $90.0 million
credit facility, and to repay other short term borrowings totaling approximately
$4.7 million. The agreement contains customary financial and non-financial
covenants. Such covenants specify that we must maintain certain liquidity
measures. The agreement also contains customary restrictions on, among other
things, additional indebtedness, liens on our assets, sales or transfers of
assets, investments, restricted payments (including payment of dividends and
stock repurchases), issuance of equity securities, and mergers, acquisitions and
other fundamental changes in our business. We were in compliance with all such
covenants as of June 30, 2005. The notes are not collateralized except for the
pledge of stock of certain foreign subsidiaries. We incurred $0.7 million of
related costs as a result of issuing these notes which have been recorded as a
component of other non-current assets and are being amortized over the term of
the notes.
Amounts outstanding under the $90.0 million credit facility and the $40.0
million note as of June 30, 2005 were $31.9 million and $40.0 million,
respectively. See Note 9 of the Notes to Consolidated Financial Statements.
Our arrangements with our domestic customers typically provide that payments are
due within 30 days following the date of shipment of goods by us, while
arrangements with certain export customers (other than export customers that
have entered into an inventory management program with the Company) generally
provide that payments are due within either 90 or 120 days following the date of
shipment. Our net sales have historically been of a seasonal nature due to our
relative percentage of European business coupled with slower European production
during the month of August.
We bill and receive payment from some of our customers in Euros as well as other
currencies. To date, we have not been materially adversely affected by currency
fluctuations. Nonetheless, as a result of these sales, our foreign exchange
transaction and translation risk has increased. Various strategies to manage
this risk are available to management including producing and selling in local
currencies and hedging programs. As of June 30, 2005, no currency hedges were in
place. In addition, a strengthening of the U.S. dollar and/or Euro against
foreign currencies could impair our ability to compete with international
competitors for foreign as well as domestic sales.
Working capital, which consists principally of accounts receivable and
inventories, was $43.2 million at June 30, 2005 as compared to $33.9 million at
December 31, 2004. The ratio of current assets to current liabilities increased
from 1.46:1 at December 31, 2004 to 1.65:1 at June 30, 2005. Cash flow from
operations totaled $0.3 million during the first six months of 2005, compared
with $13.4 million during the first six months of 2004. The primary reason for
the reduction in operating cash flow was an increase in working capital related
to the increase in our sales in the first half of 2005.
During 2005, we plan to spend approximately $9.1 million on capital expenditures
related primarily to equipment and process upgrades and replacements and
approximately $7.9 million principally related to geographic expansion of our
manufacturing base. Of these amounts approximately $2.9 million has been spent
through June 30, 2005. We intend to finance these activities with cash generated
from operations and funds available under the credit facilities described above.
We believe that funds generated from operations and borrowings from the credit
facilities will be sufficient to finance our working capital needs and projected
capital expenditure requirements through June 2006.
18
The Euro
We currently have operations in Italy, Germany, Ireland, and The Netherlands,
all of which are Euro participating countries, and sell product to customers in
many of the participating countries. The Euro has been adopted as the functional
currency at these locations in the NN Europe Segment, except Slovakia whose
functional currency is the Slovak Korona. Slovakia joined the European Union in
May 2004 and the country is expected to adopt the Euro as its currency within
several years.
Seasonality and Fluctuation in Quarterly Results
Our net sales historically have been of a seasonal nature due to a significant
portion of our sales to European customers that cease or significantly slow
production during the month of August.
Inflation and Changes in Prices
Prices for 52100 Steel, engineered resins and other raw materials purchased by
the Company are subject to material change, see "Management's Discussion and
Analysis of Financial Condition and Results of Operations - Overview and
Management Focus". For example, due to an increase in worldwide demand for 52100
Steel and the decrease in the value of the United States dollar relative to
foreign currencies, the Company experienced an increase in the price of 52100
Steel and may experience difficulty in obtaining an adequate supply of 52100
Steel from its existing suppliers. In our U.S. operations, our typical pricing
arrangements with steel suppliers are subject to adjustment once every six
months. The Company's NN Europe Segment has entered into long term agreements
with its primary steel supplier which provide for standard terms and conditions
and annual pricing adjustments to offset material price fluctuations in steel
and quarterly scrap surcharge adjustments. The Company typically reserves the
right to increase product prices periodically in the event of increases in its
raw material costs. In the past, the Company has been able to minimize the
impact on its operations resulting from the 52100 Steel price fluctuations by
taking such measures. However, by contract, material price changes in any given
year are passed along with price adjustments in January of the following year.
Certain sales agreements are in effect with SKF and INA, which provide for
minimum purchase quantities and specified, annual sales price adjustments that
may be modified up or down for changes in material costs. These agreements
expire during 2006 and 2008.
Critical Accounting Policies
Our significant accounting policies, including the assumptions and judgments
underlying them, are disclosed in the Company's Annual Report on Form 10-K, for
the fiscal year ended December 31, 2004 including those policies as discussed in
Note 1. These policies have been consistently applied in all material respects
and address such matters as revenue recognition, inventory valuation, asset
impairment recognition, business combination accounting and pension and
postretirement benefits. Due to the estimation processes involved, management
considers the following summarized accounting policies and their application to
be critical to understanding the Company's business operations, financial
condition and results of operations. There can be no assurance that actual
results will not significantly differ from the estimates used in these critical
accounting policies.
Accounts Receivable. Substantially all of the Company's accounts receivable are
due primarily from the served markets: bearing manufacturers, automotive
industry, electronics, industrial, agricultural and aerospace. In establishing
allowances for doubtful accounts, the Company performs credit evaluations of its
customers, considering numerous inputs when available including the customers'
financial position, past payment history, relevant industry trends, cash flows,
management capability, historical loss experience and economic conditions and
prospects. Accounts receivable are written off when considered to be
uncollectible. While management believes that adequate allowances for doubtful
accounts have been provided in the Consolidated Financial Statements, it is
possible that the Company could experience additional unexpected credit losses.
Inventories. Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out method. The Company's inventories are
not generally subject to obsolescence due to spoilage or expiring product life
cycles. The Company operates generally as a make-to-order business; however, the
Company also stocks products for certain customers in order to meet delivery
schedules. While management believes that adequate write-downs for inventory
obsolescence have been made in the Consolidated Financial Statements, the
Company could experience additional inventory write-downs in the future.
19
Acquisitions and Acquired Intangibles. For new acquisitions, the Company uses
estimates, assumptions and appraisals to allocate the purchase price to the
assets acquired and to determine the amount of goodwill. These estimates are
based on market analyses and comparisons to similar assets. Annual tests are
required to be performed to assess whether recorded goodwill is impaired. The
annual tests require management to make estimates and assumptions with regard to
the future operations of its reporting units, the expected cash flows that they
will generate, and their market value. These estimates and assumptions therefore
impact the recorded value of assets acquired in a business combination,
including goodwill, and whether or not there is any subsequent impairment of the
recorded goodwill and the amount of such impairment.
Impairment of Long-Lived Assets. The Company's long-lived assets include
property, plant and equipment. The recoverability of the long-lived assets is
dependent on the performance of the companies which the Company has acquired, as
well as volatility inherent in the external markets for these acquisitions. In
assessing potential impairment for these assets, the Company will consider these
factors as well as forecasted financial performance. Future adverse changes in
market conditions or adverse operating results of the underlying assets could
result in the Company having to record additional impairment charges not
previously recognized.
Pension and Post-Retirement Obligations. The Company uses several assumptions in
determining its periodic pension and post-retirement expense and obligations
which are included in the Consolidated Financial Statements. These assumptions
include determining an appropriate discount rate, rate of compensation increase,
as well as the remaining service period of active employees. The Company uses an
independent actuary to calculate the periodic pension and post-retirement
expense and obligations based upon these assumptions and actual employee census
data.
Cautionary Statements for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995
The Company wishes to caution readers that this report contains, and future
filings by the Company, press releases and oral statements made by the Company's
authorized representatives may contain, forward-looking statements that involve
certain risks and uncertainties. Statements regarding capital expenditures,
future borrowings, and financial commitments are forward-looking statements.
Readers can identify forward-looking statements by the use of such verbs as
expects, anticipates, believes or similar verbs or conjugations of such verbs.
The Company's actual results could differ materially from those expressed in
such forward-looking statements due to important factors bearing on the
Company's business, many of which already have been discussed in this filing and
in the Company's prior filings. The differences could be caused by a number of
factors or combination of factors including, but not limited to, the risk
factors described below.
You should carefully consider the following risks and uncertainties, and all
other information contained in or incorporated by reference in this quarterly
report on Form 10-Q, before making an investment in our common stock. Any of the
following risks could have a material adverse effect on our business, financial
condition or operating results. In such case, the trading price of our common
stock could decline and you may lose all or part of your investment.
The demand for our products is cyclical, which could adversely impact our
revenues.
The end markets for fully assembled bearings are cyclical and tend to decline in
response to overall declines in industrial production. As a result, the market
for bearing components is also cyclical and impacted by overall levels of
industrial production. Our sales in the past have been negatively affected, and
in the future will be negatively affected, by adverse conditions in the
industrial production sector of the economy or by adverse global or national
economic conditions generally.
20
We depend on a very limited number of foreign sources for our primary raw
material and are subject to risks of shortages and price fluctuation.
The steel that we use to manufacture precision balls and rollers is of an
extremely high quality and is available from a limited number of producers on a
global basis. Due to quality constraints in the U.S. steel industry, we obtain
substantially all of the steel used in our U.S. ball and roller production from
overseas suppliers. In addition, we obtain substantially all of the steel used
in our European ball production from a single European source. If we had to
obtain steel from sources other than our current suppliers, particularly in the
case of our European operations, we could face higher prices and transportation
costs, increased duties or taxes, and shortages of steel. Problems in obtaining
steel, and particularly 52100 chrome steel, in the quantities that we require
and on commercially reasonable terms, could increase our costs, negatively
impact our ability to operate our business efficiently and have a material
adverse effect on the operating and financial results of our Company.
We depend heavily on a relatively limited number of customers, and the loss of
any major customer would have a material adverse effect on our business.
Sales to various U.S. and foreign divisions of SKF, which is one of the largest
bearing manufacturers in the world, accounted for approximately 48% of
consolidated net sales in 2004, and sales to INA accounted for approximately 14%
of consolidated net sales in 2004. During 2004, our ten largest customers
accounted for approximately 81% of our consolidated net sales. None of our other
customers individually accounted for more than 5% of our consolidated net sales
for 2004. The loss of all or a substantial portion of sales to these customers
would cause us to lose a substantial portion of our revenue and would lower our
profit margin and cash flows from operations.
We operate in and sell products to customers outside the U.S. and are subject to
several related risks.
Because we obtain a majority of our raw materials from overseas suppliers,
actively participate in overseas manufacturing operations and sell to a large
number of international customers, we face risks associated with the following:
o adverse foreign currency fluctuations;
o changes in trade, monetary and fiscal policies, laws and regulations,
and other activities of governments, agencies and similar
organizations;
o the imposition of trade restrictions or prohibitions;
o high tax rates that discourage the repatriation of funds to the U.S.;
o the imposition of import or other duties or taxes; and
o unstable governments or legal systems in countries in which our
suppliers, manufacturing operations, and customers are located.
We do not have a hedging program in place associated with consolidating the
operating results of our foreign businesses into U.S. Dollars. An increase in
the value of the U.S. Dollar and/or the Euro relative to other currencies may
adversely affect our ability to compete with our foreign-based competitors for
international, as well as domestic, sales. Also, a decline in the value of the
Euro relative to the U.S. Dollar could negatively impact our consolidated
financial results, which are denominated in U.S. Dollars.
In addition, due to the typical slower summer manufacturing season in Europe, we
expect that revenues in the third fiscal quarter will reflect lower sales, as
our sales to European customers have increased as a percentage of net sales.
21
The costs and difficulties of integrating acquired business could impede our
future growth.
We cannot assure you that any future acquisition will enhance our financial
performance. Our ability to effectively integrate any future acquisitions will
depend on, among other things, the adequacy of our implementation plans, the
ability of our management to oversee and operate effectively the combined
operations and our ability to achieve desired operating efficiencies and sales
goals. The integration of any acquired businesses might cause us to incur
unforeseen costs, which would lower our profit margin and future earnings and
would prevent us from realizing the expected benefits of these acquisitions.
We may not be able to continue to make the acquisitions necessary for us to
realize our growth strategy.
Acquiring businesses that complement or expand our operations has been and
continues to be an important element of our business strategy. This strategy
calls for growth through acquisitions constituting approximately two-thirds of
our future growth, with the remainder resulting from internal growth and market
penetration. We bought our plastic bearing component business in 1999, formed NN
Europe with our two largest bearing customers, SKF and INA/FAG, in 2000 and
acquired our bearing seal operations in 2001. During 2002, we purchased
INA/FAG's minority interest in NN Europe and on May 2, 2003 we acquired SKF's
minority interest in NN Europe, to become the sole owner at NN Europe. On May 2,
2003 we acquired SKF's tapered roller and metal cage manufacturing operations in
Veenendaal, The Netherlands. On October 9, 2003 we acquired the precision ball
producing assets of KLF-Gulickaren in Kysucke Nove Mesto, Slovakia. We cannot
assure you that we will be successful in identifying attractive acquisition
candidates or completing acquisitions on favorable terms in the future. In
addition, we may borrow funds to acquire other businesses, increasing our
interest expense and debt levels. Our inability to acquire businesses, or to
operate them profitably once acquired, could have a material adverse effect on
our business, financial position, results of operations and cash flows.
Our growth strategy depends on outsourcing, and if the industry trend toward
outsourcing does not continue, our business could be adversely affected.
Our growth strategy depends in significant part on major bearing manufacturers
continuing to outsource components, and expanding the number of components being
outsourced. This requires manufacturers to depart significantly from their
traditional methods of operations. If major bearing manufacturers do not
continue to expand outsourcing efforts or determine to reduce their use of
outsourcing, our ability to grow our business could be materially adversely
affected.
Our market is highly competitive and many of our competitors have significant
advantages that could adversely affect our business.
The global market for bearing components is highly competitive, with a majority
of production represented by the captive production operations of certain large
bearing manufacturers and the balance represented by independent manufacturers.
Captive manufacturers make components for internal use and for sale to third
parties. All of the captive manufacturers, and many independent manufacturers,
are significantly larger and have greater resources than do we. Our competitors
are continuously exploring and implementing improvements in technology and
manufacturing processes in order to improve product quality, and our ability to
remain competitive will depend, among other things, on whether we are able to
keep pace with such quality improvements in a cost effective manner.
The production capacity we have added over the last several years has at times
resulted in our having more capacity than we need, causing our operating costs
to be higher than expected.
We have expanded our ball and roller production facilities and capacity over the
last several years. During 1997, we built an additional manufacturing plant in
Kilkenny, Ireland, and we continued this expansion in 2000 through the formation
of NN Europe with SKF and INA/FAG. Our ball and roller facilities have not
always operated at full capacity and from time to time our results of operations
have been adversely affected by the under-utilization of our production
facilities, and we face risks of further under-utilization or inefficient
utilization of our production facilities in future years.
22
The price of our common stock may be volatile.
The market price of our common stock could be subject to significant
fluctuations and may decline. Among the factors that could affect our stock
price are:
o our operating and financial performance and prospects;
o quarterly variations in the rate of growth of our financial
indicators, such as earnings per share, net income and revenues;
o changes in revenue or earnings estimates or publication of research
reports by analysts;
o loss of any member of our senior management team;
o speculation in the press or investment community;
o strategic actions by us or our competitors, such as acquisitions or
restructurings;
o sales of our common stock by stockholders;
o general market conditions; and
o domestic and international economic, legal and regulatory factors
unrelated to our performance.
The stock markets in general have experienced extreme volatility that has often
been unrelated to the operating performance of particular companies. These broad
market fluctuations may adversely affect the trading price of our common stock.
Provisions in our charter documents and Delaware law may inhibit a takeover,
which could adversely affect the value of our common stock.
Our certificate of incorporation and bylaws, as well as Delaware corporate law,
contain provisions that could delay or prevent a change of control or changes in
our management that a stockholder might consider favorable and may prevent you
from receiving a takeover premium for your shares. These provisions include, for
example, a classified board of directors and the authorization of our board of
directors to issue up to 5,000,000 preferred shares without a stockholder vote.
In addition, our restated certificate of incorporation provides that
stockholders may not call a special meeting.
We are a Delaware corporation subject to the provisions of Section 203 of the
Delaware General Corporation Law, an anti-takeover law. Generally, this statute
prohibits a publicly-held Delaware corporation from engaging in a business
combination with an interested stockholder for a period of three years after the
date of the transaction in which such person became an interested stockholder,
unless the business combination is approved in a prescribed manner. A business
combination includes a merger, asset sale or other transaction resulting in a
financial benefit to the stockholder. We anticipate that the provisions of
Section 203 may encourage parties interested in acquiring us to negotiate in
advance with our board of directors, because the stockholder approval
requirement would be avoided if a majority of the directors then in office
approve either the business combination or the transaction that results in the
stockholder becoming an interested stockholder.
These provisions apply even if the offer may be considered beneficial by some of
our stockholders. If a change of control or change in management is delayed or
prevented, the market price of our common stock could decline.
23
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to changes in financial market conditions in the normal course of
our business due to our use of certain financial instruments as well as
transacting in various foreign currencies. To mitigate our exposure to these
market risks, we have established policies, procedures and internal processes
governing our management of financial market risks. We are exposed to changes in
interest rates primarily as a result of our borrowing activities. At June 30,
2005, we had $20.8 million outstanding under the domestic credit facilities,
$40.0 million aggregate principal amount of senior notes outstanding and NN
Europe had 9.2 million Euro ($11.1 million) outstanding under the Euro term
loan. See Note 8 of the Notes to Consolidated Financial Statements. At June 30,
2005, a one-percent increase in the interest rate charged on our outstanding
borrowings under our credit facilities, that are subject to variable interest
rates, would result in interest expense increasing annually by approximately
$0.3 million. In connection with a variable EURIBOR rate debt financing in July
2000 our majority owned subsidiary, NN Europe entered into an interest rate swap
with a notional amount of Euro 12.5 million for the purpose of fixing the
interest rate on a portion of their debt financing. The interest rate swap
provides for us to receive variable Euribor interest payments and pay 5.51%
fixed interest. The interest rate swap agreement expires in July 2006 and the
notional amount amortizes in relation to principal payments on the underlying
debt over the life of the swap. This original debt was repaid in May 2003,
however, the swap remains pursuant to its original terms. On May 1, 2003, we
entered into the $90.0 million credit facility. This new financing arrangement
replaces our prior credit facility with AmSouth and NN Europe's credit facility
with Hypo Vereinsbank Luxembourg, S.A. On April 26, 2004, we issued $40.0
million of aggregate principal amounts of senior notes in a private placement,
replacing a portion of our $90.0 million credit facility, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources". The nature and amount of our borrowings may
vary as a result of future business requirements, market conditions and other
factors.
Translation of our operating cash flows denominated in foreign currencies is
impacted by changes in foreign exchange rates. Our NN Europe Segment bills and
receives payments from some of its foreign customers in their own currency. To
date, we have not been materially adversely affected by currency fluctuations or
foreign exchange restrictions. However, to help reduce exposure to foreign
currency fluctuation, management has incurred debt in Euros and has periodically
used foreign currency hedges. These currency hedging programs allow management
to hedge currency exposures when these exposures meet certain discretionary
levels. We did not hold a position in any foreign currency hedging instruments
as of June 30, 2005.
Item 4. Controls and Procedures
As of June 30, 2005, we carried out an evaluation, under the supervision and
with the participation of the Company's management, including the Company's
Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures
pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934 (the
"Exchange Act"). Based upon that evaluation, the Company's management, including
the Chief Executive Officer and Chief Financial Officer, concluded that the
Company's disclosure controls and procedures are effective.
There have been no changes in this fiscal quarter in the Company's internal
control over financial reporting or in other factors that have materially
affected, or are reasonably likely to materially affect, the registrant's
internal control over financial reporting.
24
Part II. Other Information
Item 1. Legal Proceedings
All legal proceedings and actions involving the Company are of an ordinary and
routine nature and are incidental to the operations of the Company. Management
believes that such proceedings should not, individually or in the aggregate,
have a material adverse effect on the Company's business or financial condition
or on the results of operations.
Item 2. Change in Securities and Use of Proceeds
None
Item 3. Defaults upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
The Company's Annual Meeting of Stockholders was held on May 18, 2005. As of
March 31, 2005, the record date for the meeting, there were 16,910,579 shares of
common stock outstanding and entitled to vote at the meeting. There were present
at said meeting, in person or by proxy, stockholders holding 15,741,978 shares
of common stock, constituting approximately 93% of the shares of common stock
outstanding and entitled to vote, which constituted a quorum.
The first matter voted upon at the meeting was the election of G. Ronald Morris
and Steven T. Warshaw as Class III Directors to serve for three-year terms each.
The vote was 14,935,210 and 15,256,175 For and 806,768 and 485,803 Withheld for
Messrs. Morris and Warshaw, respectively.
The nominees were elected to serve until the 2008 Annual Meeting of Stockholders
and until their successors are duly elected and qualified. In addition to the
foregoing directors, Roderick R. Baty and Robert M. Aiken, Jr. are serving terms
that will expire in 2006, and Michael E. Werner is serving a term that will
expire in 2007.
The second matter voted upon at the meeting was the proposal to approve the NN,
Inc. 2005 Stock Incentive Plan. The vote was 8,993,991 For and 4,006,289
Against, and there were 355,990 Abstentions and 2,385,708 Broker Non-Votes.
The third matter voted upon at the meeting was the ratification of
PricewaterhouseCoopers LLP as the Company's registered independent public
accounting firm for the fiscal year ending December 31, 2005. The vote was
14,821,408 For, 914,522 Against and 6,048 abstentions.
Item 5. Other Information
None
25
Item 6. Exhibits and Reports on Form 8-K.
a. Exhibits Required by Item 601 of Regulation S-K
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
Sarbanes-Oxley Act.
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
Sarbanes-Oxley Act.
32.1 Certification of Chief Executive Officer pursuant to Section 906 of
Sarbanes-Oxley Act.
32.2 Certification of Chief Financial Officer pursuant to Section 906 of
Sarbanes-Oxley Act.
Reports on Form 8-K
The Company furnished a Form 8-K, in response to Items 12 and 7, on April
28, 2005 announcing its first quarter 2005 earnings.
The Company furnished a Form 8-K, in response to Item 5, on June 10, 2005
announcing the appointment of a Corporate Chief Financial Officer.
26
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.
NN, Inc.
------------------------------------
(Registrant)
Date: August 9, 2005 /s/ Roderick R. Baty
------------------------ ------------------------------------
Roderick R. Baty,
Chairman, President and
Chief Executive Officer
(Duly Authorized Officer)
Date: August 9, 2005 /s/ James H. Dorton
------------------------ ------------------------------------
James H. Dorton
Vice President - Corporate Development
and Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Officer)
Date: August 9, 2005 /s/ William C. Kelly, Jr.
------------------------ -----------------------------------
William C. Kelly, Jr.,
Vice President and
Chief Administrative Officer
(Duly Authorized Officer)
27