Form 10-K/A For NN, Inc.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K/A
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
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 No.)
2000 Waters Edge Drive
Johnson City, Tennessee 37604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (423) 743-9151
______________________
Securities registered pursuant to Section 12(b) of the Act:
Title of Name of each exchange
each class on which registered
__________ ______________________
None None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01
(Title of class)
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 and 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 if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
The number of shares of the registrant's common stock outstanding on
March 25, 2002 was 15,340,806.
The aggregate market value of the voting stock held by non-affiliates
of the registrant at March 25, 2002, based on the closing price on the NASDAQ
National Market System on that date was approximately $158,010,302.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement with respect to the 2002 Annual Meeting
of Stockholders are incorporated by reference in Part III of this Form 10-K.
Part 1
Item 1. Business
Overview
NN, Inc. (the "Company") is an independent manufacturer and supplier of
high quality, precision components to domestic and international anti-friction
bearing manufacturers, other original equipment manufactures, the automotive
industry, and other aftermarkets. The Company supplies high quality, precision
steel balls and rollers, both directly and indirectly through its sales to
bearing manufacturers, to automotive original equipment manufacturers ("OEMs")
and the automotive aftermarket, to the gas and mining industries, and to
producers of water, gas and oil well drilling bits and stainless steel valves
and pumps. Precision steel balls and rollers are critical moving parts of
anti-friction bearings, which in turn, are integral components of machines with
moving parts. In addition to balls and rollers, the Company provides
full-service design and manufacture of plastic injection molded components to
the bearing, automotive, electronic, leisure and consumer markets with an
emphasis on value-added products that take advantage of its capabilities in
product development, tool design and tight tolerance molding processes. With the
acquisition of The Delta Rubber Co. ("Delta") on February 16, 2001 the Company
now also provides precision bearing seals and other precision molded rubber
products to the bearing, automotive, industrial, agricultural, and aerospace
markets.
The Company was organized in October 1980 by a group of senior managers
of the ball and roller division of Hoover Precision Products, Inc. (formerly
Hoover Universal, Inc.), led by Richard Ennen, the Company's former Chairman.
The Company was founded in order to meet the bearings industry's need for a
dependable source of high quality, precision balls and rollers. During 2001, the
Company sold its products to over 500 customers located in over 24 different
countries. Its primary customers include AB SKF ("SKF"), FAG Kugelfisher Georg
Shafer AG ("FAG"), SNR Roulements, and the Torrington Company.
On July 4, 1999, the Company acquired substantially all of the assets
of Earsley Capital Corporation, formerly known as Industrial Molding Corporation
("IMC"). The Company currently operates the business under the name Industrial
Molding Corporation. Formed in 1947, IMC provides full-service design and
manufacture of plastic injection molded components to the bearing, automotive,
electronic, leisure and consumer markets with an emphasis on value-added
products that take advantage of its capabilities in product development, tool
design and tight tolerance molding processes. IMC operates two manufacturing
facilities in Lubbock, Texas.
On July 31, 2000, the Company formed a majority owned stand-alone
company in Europe, NN Euroball ApS ("Euroball"), for the manufacture and sale of
chrome steel balls used for ball bearings and other products. The Company owns
54% of Euroball. AB SKF and FAG Kugelfisher Georg Shafer AG, the parent
companies of SKF and FAG respectively each own 23%. As part of the transaction,
Euroball acquired the ball factories located in Pinerolo, Italy (previously
owned by SKF), Eltmann, Germany (previously owned by FAG), and Kilkenny, Ireland
(previously owned by the Company).
On August 31, 2000, the Company acquired a 51% ownership interest in NN
Mexico, LLC ("NN Mexico"), a Delaware limited liability company. NN Mexico holds
a 100% ownership interest in NN Arte, a manufacturer of plastic components
located in Guadalajara, Mexico.
On February 16, 2001, the Company acquired of all of the outstanding
stock of The Delta Rubber Company ("Delta"), a Connecticut corporation, for
$22.5 million in cash. Delta provides high quality engineered bearing seals and
other precision-molded rubber products to bearing and other original equipment
manufacturers. Delta operates two facilities in Danielson, Connecticut.
On September 11, 2001, the Company announced the closing of its
Walterboro, South Carolina ball manufacturing facility effective December 2001.
The closing was made as part of the Company's strategy to redistribute its
global production in order to better utilize capacity and serve the needs of its
worldwide customers. The precision ball production of the Walterboro facility
has been fully absorbed by the Company's remaining U.S. ball and roller
manufacturing facilities located in Erwin and Mountain City, Tennessee. The
Company recorded before tax charges associated with the closing of $1.9 million.
This amount includes a $1.1 million before-tax charge for the recording of
impairment on the Company's manufacturing facility located in Walterboro, South
Carolina and $0.8 million related to employee severance costs. These amounts are
reflected as restructuring and impairment costs in the accompanying Consolidated
Statements of Income. The building along with certain machinery and equipment
are held for sale as of December 31, 2001. These assets have an
2
aggregate net book value of $4.3 million. The financial results of this
operation have been reflected in the Balls and Rollers Segment. See Note 10 of
the Notes to Consolidated Financial Statements for additional financial
information.
Effective December 21, 2001, the Company sold its minority interest in
Jiangsu General Ball & Roller Company, LTD, a Chinese ball and roller
manufacturer located in Rugao City, Jiangsu Province, China. To effect the
transaction, the Company sold its 50% ownership in NN General, LLC, which owns a
60% interest in the Jiangsu joint venture to its partner, General Bearing
Corporation for cash of $0.6 million and notes of $3.3 million. The notes are due
on December 21, 2006 with annual installments of $0.2 million. The notes bear
interest at average LIBOR (1.88% at December 31, 2001) plus 1.5%. In 2001, the
Company recorded a non-cash after-tax loss on sale of the investment in this joint
venture of $144,000.
For managerial and financial analysis purposes, management views the
Company's operations in three segments. The domestic ball and roller operations
of Erwin, Tennessee and Mountain City, Tennessee ("Domestic Ball and Roller
Segment"), the Euroball facilities of Kilkenny, Ireland, Eltmann, Germany and
Pinerolo, Italy ("Euroball Segment") and the "Plastics Segment" which consists
of IMC, Delta Rubber and NN Arte.
Products
At its ball and roller facilities in Erwin, Tennessee and Mountain
City, Tennessee, the Company produces and sells high quality, precision steel
balls in sizes ranging in diameter from 3/16 of an inch to 2 1/2 inches and
rollers in a limited variety of sizes. At its Euroball facilities, the Company
produces and sells high quality steel balls in sizes ranging from 1/8 of an inch
to 12 1/2 inches in diameter. The Company produces and sells balls in a variety
of grades ranging from grade 3 to grade 1000 and rollers in a variety of grades
ranging from grade 50 to grade 1000. The grade number for a ball or a roller
indicates the degree of spherical or cylindrical precision of the ball or
roller; for example, grade 3 balls are manufactured to within three millionths
of an inch of roundness and grade 50 rollers are manufactured to within fifty
millionths of an inch of roundness. At its Domestic Ball and Roller Segment,
sales of steel balls accounted for approximately 92%, 92% and 89% of the
segment's net sales in 1999, 2000 and 2001, respectively. Sales of rollers
accounted for the balance of the segment's sales in these years.
Precision Steel Balls. The Company manufactures high quality, precision
balls in three different types of steel: 52100 steel, 440C stainless steel and
S2 rock bit steel. Each of the different types of steel has unique
characteristics that make it suitable for particular applications.
During 2001, approximately 98% of the balls produced by the Company's
domestic ball and roller operations were made from 52100 steel ("52100 Steel").
100% of the balls produced by the Company's Euroball joint venture were made
from 52100 Steel. See also "Business--Raw Materials." The 52100 Steel balls have
a high degree of hardness and provide excellent resistance to wear and
deformation. The 52100 Steel balls are used primarily by manufacturers of
anti-friction ball bearings where precise spherical and tolerance accuracy are
required. The Company produces and sells 52100 Steel balls in eleven grades
ranging from grade 1000 to grade 3 (highest precision), and in sizes ranging in
diameter from 1/8 of an inch to 12 1/2 inches. The primary grades of the 52100
Steel balls are grade 16, grade 10, and grade 5 and grade 3.
Precision Steel Rollers. The Company manufactures rollers at its Erwin,
Tennessee facility in three types of steel: 52100 Steel, 440C stainless steel
and S2 rock bit steel. Rollers are the primary components of anti-friction
bearings, which are subjected to heavy load conditions. The Company's roller
products are used primarily for applications similar to those of its ball
product lines, plus hydraulic pumps and motors.
Bearing Seals. Delta manufactures and sells a wide range of precision
bearing seals. Delta utilizes a variety of compression, transfer and injection
molding processes and adhesion technologies to create rubber to metal bonded
bearing seals. The seals are used in applications for automotive, industrial,
agricultural, mining and aerospace markets. In 2001, 45% of Delta's sales were
to the automotive industry.
Precision Plastic Components. IMC manufactures and sells a wide range
of plastic molded products through its two facilities in Lubbock, Texas. IMC's
products can be classified into three primary market segments - bearing
retainers, automotive under the hood components and other precision components
which include automotive components, electronic instrument cases and precision
electronic connectors and lenses as well as a variety of other specialized
parts.
Bearing Retainers. IMC manufactures and sells high precision plastic
retainers for ball and roller bearings used in a wide variety of applications,
including industrial automotive products. During 2001, sales of bearing
retainers accounted for approximately 38% of IMC's sales.
3
Automotive Components. IMC manufacturers and sells high precision
plastic automotive under the hood parts. These parts utilize high performance
engineered polymers that draw upon IMC's ability to mold highly technical
dimension parts. These components include hydraulic cylinders, clutch systems,
seat belts, gears and transmission components. During 2001, sales of automotive
parts accounted for approximately 33% of IMC's sales.
Other. IMC also manufactures and sells a variety of high precision
molded parts including plastic instrument cases, precision end connectors and
lenses for fiber optics as well as other specialized parts. During 2001, sales
for these items accounted for 29% of IMC's sales.
NN Arté manufactures and sells a variety of precision and molded
components including gearing, gearing assemblies and automotive components to
office automation manufacturers and the automotive industry.
Sales and Marketing
The Company markets balls and rollers in the United States and abroad
primarily through seven salaried sales employees. Additional internal sales
employees handle customer orders and provide sales support.
The Plastics Segment markets its products through commissioned sales
representatives or directly through salaried marketing and sales employees.
Additional internal customer service employees handle customer orders and
provide sales and design support. Additionally, certain engineers and
manufacturing employees provide sales and design support due to the technical
nature of the products.
The following table presents a breakdown of the Company's net sales for
fiscal years 1999 through 2001:
(In Thousands)
2001 2000 1999
------------ ------------ ------------
Domestic Ball and Roller
Segment $52,692 $67,637 $67,736
29.3% 51.2% 79.4%
Euroball Segment 86,719 33,988 --
48.1% 25.7% --
Plastics Segment 40,740 30,504 17,558
22.6% 23.1% 20.6%
---- ---- ----
Total $ 180,151 $ 132,129 $85,294
========= ========= =======
100% 100% 100%
=== === ===
The Company's marketing strategy relative to the Domestic Ball and
Roller Segment is to increase its share of the domestic and international market
for bearing components by offering a wide variety of high quality, precision
balls and rollers to existing and prospective customers on a timely basis and in
a cost-effective manner. In marketing its products, the Company has focused its
efforts on bearing manufacturers with their own ball and/or roller manufacturing
capabilities. The Company's sales staff traditionally emphasizes the potential
quality advantages and cost savings associated with the outsourcing of such
bearing manufacturers' needs by purchasing precision components from the Company
instead of manufacturing such components internally.
The Plastics Segment's marketing strategy is to increase its share of
the market by offering custom manufactured, high quality, precision parts in a
cost-effective manner. This strategy focuses on relationships with key customers
that require technically difficult parts, which enable the Plastics Segment to
take advantage of its strengths in product development, tool design and tight
tolerance molding processes. The Plastics Segment has historically focused on
the North American market. However, management believes certain synergies exist
between its various segments that will allow the Company to further penetrate
the North American market as well as broaden its European and Asian presence by
working with the Company's global customer base.
The Company's arrangements with its domestic customers typically
provide that payments are due within 30 days following the date of shipment of
goods. With respect to foreign customers (other than foreign customers that
participate in the Company's inventory management program), payments generally
are due within 90 to 120 days following the date of shipment in order to allow
for additional freight time and customs clearance. For customers that
participate in the Company's inventory management program, sales are recorded
when the customer uses the product, and payments typically
4
are due 30 days thereafter. See "Business -- Customers" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Liquidity and Capital Resources."
Customers
During 2001, the Company's ten largest customers accounted for
approximately 73% of its consolidated net sales. Sales to various U.S. and
foreign divisions of SKF, which is one of the largest bearing manufacturers in
the world, accounted for approximately 35% of net sales in 2001 and sales to FAG
accounted for approximately 19% of net sales in 2001. None of the Company's
other customers accounted for more than 5% of its net sales in 2001.
During 2001, the Domestic Ball and Roller Segment sold its products to
more than 500 customers located in more than 20 different countries.
Approximately 50% of ball and roller net sales in 2001 were to customers outside
the United States. Sales to the Domestic Ball & Roller Segment's top ten
customers accounted for approximately 74% of the segments' net sales in 2001.
Sales to SKF and FAG accounted for approximately 35% and 14% of the segment's
net sales in 2001 respectively. Sales to SKF and FAG are made pursuant to the
terms of the sales agreements which expire in 2006.
During 2001, the Euroball Segment sold its products to more than 40
customers located in 28 different countries. Approximately 87% of its net sales
in 2001 were to customers within Europe. Sales to the segment's top ten
customers accounted for approximately 94% of the segment's net sales in 2001.
Sales to SKF and FAG accounted for approximately 49% and 27% of the segment's
net sales in 2001, respectively. Sales to SKF and FAG are made pursuant to the
terms of sales agreements which expire in 2006.
During 2001, the Plastics Segment sold its products to more than 100
customers located in more than 10 different countries. Approximately 8% of
plastic net sales were to customers outside the United States. Sales to the
segment's top ten customers accounted for approximately 74% of the segments' net
sales in 2001. See Note 4 of the Notes to Consolidated Financial statements for
additional financial information.
See Note 10 of the Notes to Financial Statements and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Results of Operations" for additional segment financial information. In both the
foreign and domestic markets, the Company principally sells its products
directly to manufacturers and not to distributors.
The Company ordinarily ships its products directly to customers within
60 days, and in some cases, during the same calendar month, of the date on which
a sales order is placed. Accordingly, the Company generally has an insignificant
amount of open (backlog) orders from customers at month end. Certain of the
Company's customers have entered into contracts with the Company pursuant to
which they have agreed to purchase all of their requirements of specified balls
and rollers and plastic molded products from the Company, but under which they
are not obligated to purchase any specific amounts. While firm orders generally
are received only monthly, the Company normally is aware of reasonably
anticipated future orders well in advance of the placement of a firm order.
Certain agreements are in effect with some of the Company's largest customers,
which provide for targeted, annual cost adjustments that may be offset by
material cost fluctuations. The Company has installed a computerized, bar coded
inventory management system with most of its major ball and roller customers
pursuant to which the Company, through a direct computer link, automatically
monitors the customer's ball and roller inventories. This system permits the
Company to determine on a day-to-day basis the amount of balls and/or rollers
remaining in a customer's inventory. When such inventories fall below certain
levels, the Company automatically ships additional goods. The Company follows
industry practice in handling its inventory, which is a first in, first out
policy.
Employees
As of December 31, 2001, the Company had 1,316 full-time employees of
whom 1,173 were engaged in production/maintenance. Of these 1,316 employees, 235
were employed at the Domestic Ball and Roller Segment facilities, 677 at the
Euroball Segment, 399 at the Plastics Segment and 5 are considered Corporate.
The Company believes that relations with its employees are good.
Competition
The precision ball and roller industry is intensely competitive, and
many of the Company's competitors have greater financial resources than the
Company. The Company's primary domestic competitor is Hoover Precision Products,
Inc., a division of Tsubakimoto Precision Products Co. Ltd. The Company's
primary foreign competitors are Amatsuji Steel Ball Manufacturing Company, Ltd.
and Tsubakimoto Precision Products Co. Ltd.
5
The Company believes that competition within the precision ball and
roller market is based principally on quality, price and the ability to
consistently meet customer delivery requirements. Management believes that the
Company's competitive strengths are its precision manufacturing capabilities,
its reputation for consistent quality and reliability, and the productivity of
its workforce.
The markets for IMC's and NN Arte's products are intensely competitive.
Since the industry is currently very fragmented, IMC and NN Arte must compete
with numerous companies in each of their marketing segments. Many of these
companies have substantially greater financial resources than the Company and
many currently offer competing products nationally and internationally. IMC's
primary competitor in the bearing retainer segment is Nakanishi Manufacturing
Corporation. Domestically, Nypro, Inc. and Key Plastics are the main competitors
in the automotive segment. NN Arte primarily competes with various suppliers in
Mexico.
The Company believes that competition within the plastic injection
molding industry is based principally on quality, price, design capabilities and
speed of responsiveness and delivery. Management believes that IMC's competitive
strengths are product development, tool design and fabrication and tight
tolerance molding processes, as well as its reputation in the marketplace as a
quality producer of technically difficult products.
The markets for Delta's products are also intensely competitive. The
bearing seal market is comprised of approximately six major competitors that
range from small privately held companies to Fortune 500 global enterprises.
Bearing seal manufacturers compete on the design, service, quality and price.
Delta's primary competitors in the United States bearing seal market are
Freindenburg-NOK, Chicago Rawhide Industries and Trostel, LTD.
Raw Materials
The primary raw material used by the Company in its Domestic Ball and
Roller Segment and Euroball Segment is 52100 Steel. During 2001, approximately
98% and 100% of the steel used by these two segments, respectively, was 52100
Steel. The Company's other steel requirements include type 440C stainless steel
and type S2 rock bit steel. The Domestic Ball and Roller Segment purchases
substantially all of its 52100 Steel requirements from foreign mills because of
the lack of domestic producers of such steel at the quality level required by
the Company. The Euroball Segment purchases all of its 52100 Steel requirements
from European mills. The other steel requirements of the Company also are
purchased principally from foreign steel manufacturers.
The Company allocates its steel purchases among suppliers on the basis
of price and quality. Generally, the Domestic Ball & Roller Segment does not
enter into written supply agreements among its suppliers or commit itself to
maintain minimum monthly purchases of steel, except for the consignment
arrangements among Ascometal and Euroball (see Note 14). The Company's pricing
arrangements with its suppliers typically are subject to adjustment once every
six months.
Because 52100 Steel is principally produced by foreign manufacturers,
the Company's operating results would be negatively affected in the event that
the U.S. or European governments imposes any significant quotas, tariffs or
other duties or restrictions on the import of such steel or if the United States
dollar decreases in value relative to foreign currencies. On March 6, 2002, the
U.S. government adopted legislation that imposed certain tariffs on the import
of certain foreign produced steel into the United States. The Company continues
to evaluate the impacts of this legislation, but believes at this time, any
impact to the Company's operations or financial conditions will be immaterial.
The primary raw materials used by IMC and NN Arte are engineered
resins. Injection grade nylon is utilized in bearing retainers, gears,
automotive and other industrial products. The Company purchases substantially
all of its resin requirements from domestic manufacturers and suppliers. The
majority of these suppliers are international companies with resin manufacturing
facilities located throughout the world.
Delta uses certified vendors to provide a customer mix of proprietary
rubber compounds. Delta also procures metal stampings from several domestic
suppliers.
The Company bases purchase decisions on price, quality and service.
Generally, the Company does not enter into written supply contracts with its
suppliers or commit itself to maintain minimum monthly purchases of resins. The
pricing arrangements with its suppliers typically can be adjusted at anytime.
6
Patents, Trademarks and Licenses
The Company does not own any U.S. or foreign patents, trademarks or
licenses that are material to its business. The Company does rely on certain
data and processes, including trade secrets and know-how, and the success of its
business depends, to some extent, on such information remaining confidential.
Each executive officer of the Company is subject to a non-competition and
confidentiality agreement that seeks to protect this information.
Seasonal Nature of Business
Historically, due to a substantial portion of sales to foreign
customers, seasonality has been a factor for the Company in that some foreign
customers typically cease their production activities during the month of
August.
Environmental Compliance
The Company's operations and products are subject to extensive federal,
state and local regulatory requirements both domestically and abroad relating to
pollution control and protection of the environment. The Company maintains a
compliance program to assist in preventing and, if necessary, correcting
environmental problems. Based on information compiled to date, management
believes that the Company's current operations are in substantial compliance
with applicable environmental laws and regulations, the violation of which would
have a material adverse effect on the Company. There can be no assurance,
however, that currently unknown matters, new laws and regulations, or stricter
interpretations of existing laws and regulations will not materially affect the
Company's business or operations in the future. More specifically, although
management believes that the Company disposes of its wastes in material
compliance with applicable environmental laws and regulations, there can be no
assurance that the Company will not incur significant liabilities in the future
in connection with the clean-up of waste disposal sites.
In the past, the Company has incurred certain expenses in complying
with applicable environmental laws associated with the removal of four
underground storage tanks containing kerosene and waste oil, the remediation of
soil and groundwater contamination resulting from a leak in one of the tanks,
and the closing of a sludge disposal area at one of its ball and roller
facilities. The remediation project is now complete, but the Company has certain
ongoing monitoring responsibilities. The amounts expended by the Company in
connection with this remediation project have not been material, and based upon
information currently available to the Company, management does not believe that
the future costs associated with the project will have a material adverse effect
on the Company's results of operations or financial condition.
Executive Officers of the Registrant
The executive officers of the Company consist of the following persons:
Name Age Position
---- --- --------
Roderick R. Baty 48 Chairman of the Board, Chief Executive
Officer, President and Director
Frank T. Gentry, III 46 Vice President - Manufacturing
Robert R. Sams 44 Vice President - Market Services
David L. Dyckman 37 Vice President - Corporate Development
and Chief Financial Officer
William C. Kelly, Jr. 43 Treasurer, Secretary and Chief Accounting
Officer
7
Biographical Information. Set forth below is certain additional information with
respect to each executive officer of the Company.
Roderick R. Baty was elected Chairman of the Board in September 2001
and continues to serve as Chief Executive Officer and President. He has served
as President and Chief Executive Officer since July 1997. He joined the Company
in July 1995 as Vice President and Chief Financial Officer and was elected to
the Board of Directors in 1995. Prior to joining the Company, Mr. Baty served as
President and Chief Operating Officer of Hoover Precision Products from 1990
until January 1995, and as Vice President and General Manager of Hoover
Precision Products from 1985 to 1990.
Frank T. Gentry, III, was originally appointed Vice President -
Manufacturing in August 1995. Mr. Gentry is responsible for the global
operations of the Ball and Roller and Euroball Segments. Mr. Gentry's
responsibilities include purchasing, inventory control and transportation. Mr.
Gentry joined the Company in 1981 and held various production control positions
within the Company from 1981 to August 1995.
Robert R. Sams joined the Company in 1996 as Plant Manager of the
Mountain City, Tennessee facility. In 1997, Mr. Sams served as Managing Director
of the Kilkenny facility and in 1999 was elected to the position of Vice
President - Market Services. Prior to joining the Company, Mr. Sams held various
positions with Hoover Precision Products from 1980 to 1994 and most recently as
Vice President of Production for Blum, Inc. from 1994 to 1996.
David L. Dyckman was appointed Vice President of Corporate Development
and Chief Financial Officer in April 1998. Prior to joining the Company, Mr.
Dyckman served from January 1997 until April 1998 as Vice President--Marketing
and International Sales for the Veeder-Root Division of the Danaher Corporation.
From 1987 until 1997, Mr. Dyckman held various positions with Emerson Electric
Company including General Manager and Vice President of the Gearing Division of
Emerson's Power Transmission subsidiary.
William C. Kelly, Jr. joined the Company in 1993 as Assistant Treasurer
and Manager of Investor Relations. In July 1994, Mr. Kelly was elected to serve
as the Company's Chief Accounting Officer, and in February 1995, was elected
Treasurer and Assistant Secretary. In March 1999 he was elected Secretary of the
Company. Prior to joining the Company, Mr. Kelly served from 1988 to 1993 as a
Staff Accountant and as a Senior Auditor with the accounting firm of
PricewaterhouseCoopers LLP.
Item 2. Properties
The Company has two operating domestic ball manufacturing facilities
located in Erwin, Tennessee and Mountain City, Tennessee. Rollers are only
produced at the Erwin, Tennessee facility. Production began in early 1996 at the
Mountain City facility. During December 2001, the Company ceased production and
closed its facility in Walterboro, South Carolina. The Walterboro, South
Carolina facility is classified as held for sale at December 31, 2001.
The Erwin and Mountain City plants currently have approximately 125,000
and 58,000 square feet of manufacturing space, respectively. The Erwin plant is
located on a 12 acre tract of land owned by the Company and the Mountain City
plant is located on an 8 acre tract of land owned by the Company.
Through Euroball the Company manufactures high precision steel balls in
three manufacturing facilities located in Kilkenny, Ireland, Eltmann, Germany
and Pinerolo, Italy. The facilities currently have approximately 125,000,
175,000 and 330,000 square feet of manufacturing space, respectively. The
Kilkenny facility is located on a two acre tract owned by Euroball, the Eltmann
facility is leased from FAG and the Pinerolo facility is located on a 9 acre
tract owned by Euroball.
IMC manufactures a wide range of plastic molded products through two
facilities located in Lubbock, Texas. The Slaton facility, located on a 6.5 acre
tract of land owned by the Company, contains approximately 193,000 square feet
of manufacturing, warehouse and office space. The Cedar facility is situated on
a 2.5 acre tract of land which is also owned by the Company and contains
approximately 35,000 square feet of manufacturing and warehouse space.
NN Arté leases a single 18,000 square foot facility in Guadalajara,
Mexico.
Delta's operations are located in two facilities on a 12-acre site in
Danielson, Connecticut, owned by the Company. The two facilities encompass over
50,000 square feet of rubber seal manufacturing and administrative functions.
During 2001, the Company added new machinery and equipment at all of
its facilities. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations -- Liquidity and Capital Resources."
8
Item 3. 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 4. Submission of Matters to a Vote of Security Holders
No matters were submitted for a vote of stockholders during the fourth
quarter of 2001.
Part II
Item 5. Market for the Registrant's Common Equity and Related Stockholder Matters
Since the Company's initial public offering in 1994, the Common Stock
has been traded on the Nasdaq National Market under the trading symbol "NNBR."
Prior to such time there was no established market for the Common Stock. As of
March 25, 2002, there were approximately 1,750 holders of record of the Common
Stock.
The following table sets forth the high and low sales prices of the
Common Stock, as reported by Nasdaq, and the dividends paid per share on the
Common Stock during each calendar quarter of 2000 and 2001.
Price
-----
High Low Dividend
---- --- --------
2000
----
First Quarter $10.88 $6.75 $0.08
Second Quarter 11.38 8.03 $0.08
Third Quarter 10.50 7.50 $0.08
Fourth Quarter 9.50 7.13 $0.08
2001
----
First Quarter $9.17 $6.53 $0.08
Second Quarter 10.81 6.50 $0.08
Third Quarter 10.84 7.25 $0.08
Fourth Quarter 11.30 7.75 $0.08
The declaration and payment of dividends are subject to the sole
discretion of the Board of Directors of the Company and depend upon the
Company's profitability, financial condition, capital needs, future prospects
and other factors deemed relevant by the Board of Directors. The terms of the
Company's revolving credit facility restrict the payment of dividends by
prohibiting the Company from declaring or paying any dividend if an event of
default exists at the time of, or would occur as a result of, such declaration
or payment. For further description of the Company's revolving credit facility,
see "Management's Discussion and Analysis of Financial Condition and Results of
Operations - Liquidity and Capital Resources" herein.
Item 6. Selected Financial Data
The following selected financial data of the Company are qualified by
reference to and should be read in conjunction with the Consolidated Financial
Statements and the Notes thereto included as Item 8. The data set forth below as
of December 31, 2001 and for the periods ended December 31, 2001 and December
31, 2000 have been derived from the Consolidated Financial Statements of the
Company which have been audited by KPMG LLP, independent accountants, whose
report thereon is included as part of Item 8. The data below as of December 31,
1999 and for the periods ended December 31, 1999, 1998 and 1997 have been
derived from the Consolidated Financial Statements of the Company, which have
been audited by PricewaterhouseCoopers LLP, independent accountants. These
historical results are not necessarily indicative of the results to be expected
in the future. See "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
9
(In Thousands, Except Per Share Data) Year Ended December 31,
-----------------------
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Statement of Income Data:
Net sales $180,151 $132,129 $85,294 $73,006 $75,252
Cost of products sold 137,591 93,926 59,967 50,353 51,707
-------- -------- ------- ------- -------
Gross profit 42,560 38,203 25,327 22,653 23,545
Selling, general and administrative expenses 16,382 11,571 6,854 5,896 5,518
Depreciation and amortization 13,340 9,165 6,131 4,557 4,106
Restructuring and impairment costs 2,312 -- -- -- --
-------- -------- ------- ------- -------
Income from operations 10,526 17,467 12,342 12,200 13,921
Interest expense 4,006 1,773 523 64 29
Equity in earnings of unconsolidated affiliate -- (48) -- -- --
Net gain on involuntary conversion (3,901) (728) -- -- --
Other income (186) (136) -- -- --
-------- -------- ------- ------- -------
Income before provision for income taxes 10,607 16,606 11,819 12,136 13,892
Provision for income taxes 4,094 5,959 4,060 4,480 5,382
Minority interest in income of consolidated
subsidiary 1,753 660 -- -- --
-------- -------- ------- ------- -------
Income before cumulative effect of change in
accounting principle 4,760 9,987 7,759 7,656 8,510
Cumulative effect of change in accounting
principle, net of income tax benefit of $112
and related minority interest impact of $84 98 -- -- -- --
-------- -------- ------- ------- -------
Net income $4,662 $9,987 $7,759 $7,656 $8,510
======== ======== ======= ======= =======
Basic income per share:
Income before cumulative effect of change in
accounting principle $ 0.31 $0.66 $0.52 $0.52 $0.57
Cumulative effect of change in accounting
principle (0.01) -- -- -- --
-------- -------- ------- ------- -------
Net income $0.31 $0.66 $0.52 $0.52 $0.57
======== ======== ======= ======= =======
Diluted income per share:
Income before cumulative effect of change in
accounting principle $0.31 $0.64 $0.52 $0.52 $0.57
Cumulative effect of change in accounting
principle (0.01) -- -- -- --
-------- -------- ------- ------- -------
Net income $0.30 $0.64 $0.52 $0.52 $0.57
======== ======== ======= ======= =======
Operating income per share $0.69 $1.15 $0.82 $0.82 $0.94
======== ======== ======= ======= =======
Dividends declared $0.32 $0.32 $0.32 $0.32 $0.32
======== ======== ======= ======= =======
Weighted average number of shares
outstanding - Basic 15,259 15,247 15,021 14,804 14,804
======== ======== ======= ======= =======
Weighted average number of shares
outstanding - Diluted 15,540 15,531 15,038 14,804 14,809
======== ======== ======= ======= =======
10
(In Thousands, Except Per Share Data)
Year Ended December 31,
2001 2000 1999 1998 1997
---- ---- ---- ---- ----
Balance Sheet Data:
Current assets $ 55,617 $ 63,866 $ 34,397 $ 28,571 $ 26,185
Current liabilities 37,736 33,840 10,478 7,638 7,471
Total assets 188,135 187,808 91,363 66,860 63,273
Long-term debt 47,661 50,515 17,151 -- --
Stockholders' equity 62,039 65,246 60,128 56,242 52,971
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion should be read in conjunction with, and is
qualified in its entirety by, the Consolidated Financial Statements and the
Notes thereto and Selected Financial Data included elsewhere in this Form 10-K.
Historical operating results and percentage relationships among any amounts
included in the Consolidated Financial Statements are not necessarily indicative
of trends in operating results for any future period.
Overview
The Company's core business is the manufacture and sale of high
quality, precision steel balls and rollers. In 2001, sales of balls and rollers
accounted for approximately 77% of the Company's total net sales with 74% and 3%
of sales from balls and rollers, respectively. Sales of precision molded plastic
and rubber parts accounted for the remaining 23%. See Note 10 of the Notes to
Consolidated Financial Statements.
Since the Company was formed in 1980 it has 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. As a result, sales of high
precision balls produced by the Company for use in quiet bearing applications
has grown to approximately 85% of total net ball sales. Management believes that
the Company's core business sales growth since its formation has been due to its
ability to capitalize on opportunities in global markets and provide precision
products at competitive prices, as well as its emphasis on product quality and
customer service.
In 1997, the Company recognized changing dynamics in the marketplace,
and as a result, developed and implemented an extensive long-term growth
strategy involving its core business and complementary opportunities that are
built upon the Company's strengths and culture enabling the Company to better
serve its global customer base. As part of this strategy, the Company sought to
augment its intrinsic growth with complementary acquisitions that fit specific
criteria.
On July 4, 1999, the Company acquired substantially all of the assets
of Earsley Capital Corporation, formerly known as Industrial Molding Corporation
("IMC"). Formed in 1947, IMC provides full-service design and manufacture of
plastic injection molded components to the bearing, automotive, electronic,
leisure and consumer markets with an emphasis on value-added products that take
advantage of its capabilities in product development, tool design and tight
tolerance molding processes. IMC operates two manufacturing facilities in
Lubbock, Texas. During 2001, IMC sold its products to more than 60 customers in
12 different countries.
On July 31, 2000, the Company formed a majority owned stand-alone
company in Europe, NN Euroball ApS ("Euroball"), for the manufacture and sale of
chrome steel balls used for ball bearings and other products. The Company owns
54% of Euroball. AB SKF and FAG Kugelfisher Georg Shafer AG, the parent
companies of SKF and FAG respectively each own 23% of Euroball. As part of the
transaction, Euroball acquired the ball factories located in Pinerolo,
11
Italy (previously owned by SKF), Eltmann, Germany (previously owned by FAG), and
Kilkenny, Ireland (previously owned by the Company). Acquisition financing of
approximately 31.5 million euro (approximately $29.7 million) was drawn at
closing, and the credit facility provides for additional working capital
expenditure financing. The Company is required to consolidate Euroball due to
its majority ownership and has accounted for the acquisitions of the Pinerolo,
Italy and Eltmann, Germany ball factories using the purchase method of
accounting. Goodwill arising from this acquisition is being amortized since
formation on a straight-line basis over 20 years. Under the terms of the
Shareholder Agreement among the Company, SKF, and FAG both SKF and FAG have the
right, beginning January 2003, to exercise their respective put option regarding
their interest in Euroball to the Company on a formula buy-out.
On August 31, 2000, the Company acquired a 51% ownership interest in NN
Mexico, LLC ("NN Mexico"), a Delaware limited liability company. NN Mexico
holds as its sole investment a 100% ownership interest in NN Arte, a
manufacturer of plastic components located in Guadalajara, Mexico. The Company
is required to consolidate NN Mexico due to its majority ownership and has
accounted for this acquisition using the purchase method of accounting.
On February 16, 2001, the Company completed the acquisition of all of
the outstanding stock of The Delta Rubber Company, a Connecticut corporation
("Delta") for $22.5 million in cash. Delta provides high quality engineered
bearing seals and other precision-molded rubber products to original equipment
manufacturers. Delta operates two manufacturing facilities in Danielson,
Connecticut. The Company's credit facility with AmSouth Bank was renegotiated to
provide financing for the transaction. The Company has accounted for this
acquisition using the purchase method of accounting.
On September 11, 2001, the Company announced the closing of its
Walterboro, South Carolina ball manufacturing facility effective December 2001.
The closing was made as part of the Company's strategy to redistribute its
global production in order to better utilize capacity and serve the needs of its
worldwide customers. The precision ball production of the Walterboro facility
has been fully absorbed by the Company's remaining U.S. ball & roller
manufacturing facilities located in Erwin and Mountain City, Tennessee. The
Company recorded before tax charges associated with the closing of $1.9 million.
This amount includes a $1.1 million before-tax charge for the recording of
impairment on the Company's manufacturing facility located in Walterboro, South
Carolina and $0.8 million related to employee severance costs. These amounts are
reflected as restructuring and impairment costs in the accompanying Consolidated
Statements of Income. The building along with certain machinery and equipment
are held for sale as of December 31, 2001. These assets have an aggregate
carrying value of $4.3 million. The financial results of this operation have
been reflected in the Domestic Ball and Roller Segment. See Note 10 of the Notes
to Consolidated Financial Statements
Effective December 21, 2001, the Company sold its minority interest in
Jiangsu General Ball & Roller Company, LTD, a Chinese ball and roller
manufacturer located in Rugao City, Jiangsu Province, China. To effect the
transaction, the Company sold its 50% ownership in NN General, LLC, which owns a
60% interest in the Jiangsu joint venture to its partner, General Bearing
Corporation for cash of $0.6 million and notes of $3.3 million. In 2001, the
Company recorded a non-cash after-tax loss on sale of the investments in this joint
venture of $0.2 million.
The implementation and successful execution of this acquisition
strategy to date has allowed the Company to expand its global presence and
positions the Company for continued global growth and expansion into core served
markets.
Critical Accounting Policies
NN, Inc.'s (the "Company") critical accounting policies, including the
assumptions and judgment underlying them, are disclosed in the Notes to the
Consolidated Financial Statements. These policies have been consistently applied
in all material respects and address such matters as revenue recognition, useful
lives of depreciable assets, 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 core served markets: bearing manufacturers, automotive
industry, electronics, industrial agricultural and aerospace. Due to the Chapter
7 voluntary bankruptcy of one IMC customer and other write-offs, the Company
experienced $1,668 of bad debt expense during 2001 versus $0 during 2000. The
Company continuously 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. While
management believes that
12
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.
Acquisitions and Acquired Intangibles
The Company's business acquisitions typically result in goodwill which
may effect the amount of future period amortization expense and possible
impairment expense that we may incur. The determination of the value of such
intangible assets and goodwill as well as the determination of their useful
lives require that management make estimates that effect our consolidated
financial statements.
Impairment of Long-Lived Assets
The Company's long-lived assets include property, plant and equipment
and goodwill. The recoverability of the long-term investments 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 investments 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 investments
could result in the Company having to record additional impairment charges not
previously recognized.
Pension and Postretirement Obligations
The Company utilizes significant assumptions in determining its
periodic pension and postretirement 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 utilizes a qualified
actuary to calculate the periodic pension and postretirement expense and
obligations based upon these assumptions and actual employee census data.
Useful Lives of Depreciable Assets
The Company utilizes judgment in determining the estimated useful lives
of its depreciable long-lived assets which are included in the consolidated
financial statements. The estimate of useful lives is determined by the
Company's historical experience with the type of asset purchased which is
impacted by the Company's preventative maintenance programs. The Company begins
depreciation on its long-lived assets when they are substantially put into
service.
Results of Operations
The following table sets forth for the periods indicated selected
financial data and the percentage of the Company's net sales represented by each
income statement line item presented.
As a percentage of Net Sales
Year Ended December 31,
2001 2000 1999
---------- ---------- ----------
Net sales 100.0% 100.0% 100.0%
Cost of product sold 76.4 71.1 70.3
---------- ---------- ----------
Gross profit 23.6 28.9 29.7
Selling, general and administrative expenses 9.1 8.8 8.0
Depreciation and amortization 7.4 6.9 7.2
Restructuring and impairment costs 1.3 -- --
---------- ---------- ----------
Income from operations 5.9 13.2 14.5
Interest expense 2.2 1.3 0.6
Equity in earnings of unconsolidated affiliates -- -- --
Net gain on involuntary conversion (2.2) (0.6) --
Other income 0.1 (0.1) --
---------- ---------- ----------
Income before provision for income taxes 5.9 12.6 13.9
Provision for income taxes 2.3 4.5 4.8
Minority interest in income of consolidated subsidiary 1.0 0.5 --
---------- ---------- ----------
Income before cumulative effect of change in accounting 2.6 7.6 9.1
principle
Cumulative effect of change in accounting principle, net
of income tax benefit of $112 and related minority
interest impact of $84 -- -- --
---------- ---------- ----------
Net income 2.6% 7.6% 9.1%
========== ========== ==========
Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000
Net Sales. The Company's net sales increased $48.0 million or 36.3%,
from $132.1 million in 2000 to $180.2 million in 2001. The inclusion of a full
year of Euroball sales contributed $46.1 million of the increase, excluding the
performance of the Ireland facility, which was consolidated into the results of
the Company prior to the formation of Euroball. Additionally, the inclusion of
10.5 months of Delta's net sales in 2001 contributed $14.0 million. Offsetting
this increase were decreased sales in the Domestic Ball and Roller and Plastics
Segments in the last half of the year due to slowing demand related to the
overall economic environment in the United States. Decreased sales during the
year for the Plastics Segment were also due to decreased sales to one customer.
Gross Profit. Gross profit increased by $4.4 million, or 11.4% from
$38.2 million in 2000 to $42.6 million in 2001. Adjusting for the performance of
the Ireland facility, the Euroball joint venture contributed an additional $10.1
million of gross profit. The inclusion of 10.5 months of Delta's results
contributed an additional $3.3 million in gross profit, while the sales volume
deterioration in the Domestic Ball and Roller and Plastics Segments decreased
gross profit $9.0 million. Gross profit decreased from 28.9% of net sales in
2000 to 23.6% of net sales in 2001.
13
Restructuring and Impairment Costs. Restructuring and impairment costs
increased by $2.3 million from $0.0 million in 2000 to $2.3 million in 2001. The
increase includes a $1.1 million charge for the recording of impairment on the
Company's manufacturing facility located in Walterboro, South Carolina, a $0.8
million charge related to employee severance costs related to the closing of the
Walterboro, South Carolina facility and a $0.4 million charge related to
Euroball. Restructuring and impairment costs were 1.3% of net sales during 2001.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $4.8 million, or 41.6% from $11.6 million
in 2000 to $16.4 million in 2001. The inclusion of a full year of Euroball
results, adjusting for the Ireland facility, accounted for $3.5 million of the
increase. The inclusion of 10.5 months of Delta's results accounted for $1.2
million of the increase. Additionally, bad debt expense primarily related to the
bankruptcy filing of a major Plastics Segment customer contributed $0.8 million.
Offsetting these increases were decreased spending related to cost reduction and
cost containment efforts throughout the Company. As a percentage of net sales,
selling, general and administrative expenses increased from 8.8% in 2000 to 9.1%
in 2001.
Depreciation and Amortization. Depreciation and amortization expenses
increased $4.2 million, or 45.6% from $9.2 million in 2000 to $13.3 million in
2001. The inclusion of a full year of Euroball results, adjusting for the
Ireland facility, accounted for $2.8 million of the increase. The inclusion of
10.5 months of Delta's results accounted for $1.1 million of the increase. As a
percentage of net sales, depreciation and amortization increased from 6.9% in
2000 to 7.4% in 2001.
Interest Expense. Interest expense increased by $2.2 million from $1.8
million in 2000 to $4.0 million in 2001. Interest expense related to the
purchase of Delta accounted for $1.0 million of the increase. Additionally, the
inclusion of a full year of interest expense related to the debt incurred by
Euroball accounted for approximately $1.0 million of the increase. As a
percentage of net sales, interest expense increased from 1.3% in 2000 to 2.2% in
2001. See "Management's Discussion and Analysis of Financial Condition -
Liquidity and Capital Resources."
Equity in Earnings of Unconsolidated Affiliates. Equity in earnings of
unconsolidated affiliates decreased $48,000 from $48,000 in 2000 to $0. The
decrease is due to the Company's share of earnings from the NN General joint
venture with General Bearing Corporation. Effective December 21, 2001, the
Company sold its minority interest in Jiangsu General Ball & Roller Company,
LTD, a Chinese ball and roller manufacturer located in Rugao City, Jiangsu
Province, China. To effect the transaction, the Company sold its 50% ownership
in NN General, LLC, which owns a 60% interest in the Jiangsu joint venture to
its partner, General Bearing Corporation for cash of $622,000 and notes of
$3,305,000. In 2001, the Company recorded a non-cash after-tax loss on the sale
of its investment in this joint venture of $144,000. See Note 3 of the Notes to
Consolidated Financial Statements for additional financial information.
Net Gain on Involuntary Conversion. The Company had a net gain on
involuntary conversion of $3.9 million in 2001 related to insurance proceeds as
a result of the March 12, 2000 fire at the Erwin facility.
Minority Interest in Consolidated Subsidiary. Minority interest of
consolidated subsidiary increased $1.1 million from $0.7 million in 2000 to $1.8
million in 2001. This increase is due entirely to the Euroball joint venture
which has been consolidated since its formation, August 1, 2000. The Company is
required to consolidate Euroball in its Consolidated Financial Statements due to
its majority ownership. The Company owns 54% of the shares of the joint venture
with the minority partners owning the remaining 46%. Minority interest in
consolidated subsidiary represents the combined 46% interest in Euroball's
earnings of the minority partners and the 49% interest in NN Arte's earnings of
the minority partners.
Net Income. Net income decreased $5.2 million, or 52.3%, from $10.0
million in 2000 to $4.7 million in 2001. As a percentage of net sales, net
income decreased from 7.6% in 2000 to 2.6% in 2001.
Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999
Net Sales. The Company's net sales increased $46.8 million or 54.9%,
from $85.3 million in 1999 to $132.1 million in 2000. The formation of Euroball
in August of 2000 contributed $30.4 million of the increase, adjusting for the
third and fourth quarter sales of the Ireland facility, which were consolidated
into the results of the Company prior to the formation of Euroball. Additionally
the inclusion of a full year of IMC's net sales contributed $12.9 million. The
Company acquired IMC on July 4, 1999, thus six months of IMC's results were
included in the Company's 1999 results. The remainder of the increase is due to
increased ball and roller sales in the first half of the year, offset by slowing
domestic demand for balls and rollers in the second half of the year. The
Company experienced decreased sales in the second half of the year for the
Plastics Segment due primarily to decreased sales to one customer.
14
Gross Profit. Gross profit increased by $12.9 million, or 50.8% from
$25.3 million in 1999 to $38.2 million in 2000. Adjusting for the Ireland
facility's third and fourth quarter gross profit, the Euroball joint venture
accounted for $7.5 million of the increase. The inclusion of a full year of
IMC's gross profit contributed an additional $4.0 million in gross profit. The
remainder of the increase is primarily attributed to increased sales at the
Domestic Ball and Roller Segment. To a lesser degree, decreased costs as a
percentage of sales at the Domestic Ball and Roller Segment contributed to the
increase in gross profit. This was due mainly to inventory builds during the
fourth quarter of 2000. As a percentage of net sales, gross profit decreased
from 29.7% in 1999 to 28.9% in 2000.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses increased by $4.7 million, or 68.8% from $6.9 million in
1999 to $11.6 million in 2000. The Euroball Segment, adjusting for the Ireland
facility, accounted for $2.4 million of the increase. The inclusion of a full
year of IMC's results accounted for $1.6 million of the increase. The remainder
of the increase is primarily attributed to increased administrative expenses
associated with the Company's business development activity during the year. As
a percentage of net sales, selling, general and administrative expenses
increased from 8.0% in 1999 to 8.8% in 2000.
Depreciation and Amortization. Depreciation and amortization expenses
increased $3.0 million, or 49.5% from $6.1 million in 1999 to $9.2 million in
2000. The addition of Euroball, adjusting for the Ireland facility, accounted
for $2.4 million of the increase. The inclusion of a full year of IMC's results
accounted for the remainder of the increase. As a percentage of net sales,
depreciation and amortization decreased from 7.2% in 1999 to 6.9% in 2000.
Interest Expense. Interest expense increased by $1.3 million from
$523,000 in 1999 to $1.8 million in 2000. Interest expense related to the debt
incurred by Euroball to finance the joint venture transaction accounted for
$622,000 of the increase. Additionally, the inclusion of a full year of interest
expense related to the purchase of the IMC business accounted for approximately
$500,000 of the increase. The remainder of the increase is due to increased
expenditures associated with the Company's business development activity during
2000. Additionally, the timing of expenditures associated with the March 12,
2000 fire and the reimbursement of insurance proceeds caused an increase in the
levels outstanding under the Company's domestic line of credit. As a percentage
of net sales, interest expense increased from 0.6% in 1999 to 1.3% in 2000. See
"Management's Discussion and Analysis of Financial Condition - Liquidity and
Capital Resources."
Equity in Earnings of Unconsolidated Affiliates. Equity in earnings of
unconsolidated affiliates increased $48,000 from $0 in 1999 to $48,000. The
increase is due to the Company's share of earnings from the NN General joint
venture with General Bearing Corporation. Earnings from this venture were offset
by losses incurred from the start-up of the marketing arm of this venture and
losses sustained from start-up expenses from the investment in NN Mexico LLC.
Net Gain on Involuntary Conversion. The Company had a gain on
involuntary conversion of $728,000 in 2000 related to the excess of insurance
proceeds over the net book value of assets destroyed and direct costs incurred
as a result of the March 12, 2000 fire at the Erwin facility.
Minority Interest in Consolidated Subsidiary. Minority interest of
consolidated subsidiary increased $660,000 from $0 in 1999 to $660,000 in 2000.
This increase is due entirely to the Euroball joint venture. The Company is
required to consolidate Euroball due to its ability to exercise control over the
operations. The Company owns 54% of the shares of the joint venture with the
minority partners owning the remaining 46%. Minority interest in consolidated
subsidiary represents the combined 46% interest in Euroball earnings of the
minority partners.
Net Income. Net income increased $2.2 million, or 28.7%, from $7.8
million in 1999 to $10.0 million in 2000. As a percentage of net sales, net
income decreased from 9.1% in 1999 to 7.6% in 2000.
Liquidity and Capital Resources
In July 2000, NN Euroball ApS, and its subsidiaries entered into a loan
agreement with HypoVereinsbank Luxembourg S.A. as agent for Bayerische Hypo-und
Vereinsbank AG of Munich, Germany for a senior secured revolving credit facility
of Euro 5,000,000, expiring on July 15, 2006 and a senior secured term loan of
Euro 36,000,000, expiring on July 15, 2006. On July 31, 2000, upon closing of
the joint venture, NN Euroball ApS borrowed a total of Euro 31,500,000 against
these facilities for acquisition financing. Additional working capital and
capital expenditure financing are provided for under the facility. Amounts
outstanding under the facilities accrue interest at a floating rate equal to
EURIBOR (3.30% at December 31, 2001) plus an applicable margin of between 1.175%
to 2.25% based upon calculated financial ratios. The loan agreement contains
various restrictive financial and non financial covenants. Restrictive covenants
which specify, among other things, restrictions on the incurrence of
indebtedness and the maintenance of certain financial ratios. These
15
facilities also include certain negative pledges. Euroball, as of December 31,
2001, was in compliance with all such covenants. At December 31, 2001, Euro
34,953,000 was available to Euroball under these facilities.
On July 20, 2001, the Company entered into a syndicated loan agreement
with AmSouth Bank ("AmSouth") as the administrative agent for the lenders, for a
senior non-secured revolving credit facility of up to $25 million, expiring on
July 25, 2003 and a senior non-secured term loan for $35 million expiring on
July 1, 2006. This credit facility replaces the $25 million revolving credit
facility that was temporarily extended and restated in February of 2001 to $50
million and the additional $2 million of availability extended in March of 2001.
Amounts outstanding under the revolving facility and the term loan facility bear
interest at a floating rate equal to LIBOR (1.88% at December 31,2001) plus an
applicable margin of 0.75% to 2.00% based upon calculated financial ratio. The
loan agreement contains customary financial and non-financial covenants.
Restrictive covenants specify, among other things, restrictions on the
incurrence of indebtedness , payment of dividends, capital expenditures, and the
maintenance of certain financial ratios. The Company, as of December 31, 2001
was in compliance with all such covenants. At December 31, 2001, $15.2 million
was available to the Company under these facilities.
The Company's arrangements with its domestic customers typically
provide that payments are due within 30 days following the date of the Company's
shipment of goods, while arrangements with foreign customers (other than foreign
customers that have entered into an inventory management program with the
Company) generally provide that payments are due within 90 or 120 days following
the date of shipment. Under the Company's inventory management program, payments
typically are due within 30 days after the product is used by the customer. The
Company's sales and receivables can be influenced by seasonality due to the
Company's relative percentage of European business coupled with many foreign
customers ceasing production during the month of August. For information
concerning the Company's quarterly results of operations for the years ended
December 31, 2001 and 2000, see Note 14 of the Notes to Consolidated Financial
Statements.
The Company bills and receives payment from some of its foreign
customers in Euro as well as other currencies. To date, the Company has not been
materially adversely affected by currency fluctuations or foreign exchange
restrictions. Nonetheless, as a result of these sales, the Company's foreign
exchange transaction 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 December 31, 2001 no currency hedges were in place.
In addition, a strengthening of the U.S. dollar against foreign currencies could
impair the ability of the Company to compete with international competitors for
foreign as well as domestic sales.
Working capital, which consists principally of accounts receivable and
inventories, was $17.9 million at December 31, 2001 as compared to $30.0 million
at December 31, 2000. The ratio of current assets to current liabilities
decreased from 1.89:1 at December 31, 2000 to 1.47:1 at December 31, 2001. Cash
flow from operations decreased to $24.6 million during 2001 from $26.9 million
during 2000.
During 2002, the Company plans to spend approximately $6.8 million on
capital expenditures related primarily to equipment and process upgrades and
replacements. The Company intends to finance these activities with cash
generated from operations and funds available under the credit facilities
described above. The Company believes that funds generated from operations and
borrowings from the credit facility will be sufficient to finance the Company's
working capital needs and projected capital expenditure requirements through
December 2002.
Beginning in January 2003 FAG and SKF may each exercise their right
under the Shareholders Agreement to cause the Company to purchase their respective
interest in Euroball based on the Put Formula in the Shareholders Agreement. The
Company anticipates that if such purchase becomes necessary, it may need to
borrow additional funds. Because the purchase price is based on a formula
using Euroball's historical cash flow, the exact amount of the put cannot be
determined until the put right is exercised.
The Euro
The treaty on European Union provided that an economic and monetary
union be established in Europe whereby a single European currency, the Euro, was
introduced to replace the currencies of participating member states. The Euro
was introduced on January 1, 1999, at which time the value of participating
member state currencies were irrevocably fixed against the Euro and the European
Currency Unit. For the three year transitional period ending December 31, 2001,
the national currencies of member states continued to circulate but were in
sub-units of the Euro. At the end of the transitional period, Euro bank notes
and coins were issued, and the national currencies of the member states will be
legal tender no later than June 30, 2002.
16
The Company currently has operations in Ireland, Germany and Italy,
which are Euro participating countries, and each facility sells product to
customers in many of the participating countries. The functional currency of the
Company's Euroball operations is the Euro.
Seasonality and Fluctuation in Quarterly Results
The Company's net sales historically have been seasonal in nature. Due
to a significant portion of the Company's sales being to foreign customers that
cease or significantly slow production during the month of August. For
information concerning the Company's quarterly results of operations for the
years ended December 31, 2001 and 2000, see Note 14 of the Notes to Consolidated
Financial Statements.
Inflation and Changes in Prices
While the Company's operations have not been affected by inflation
during recent years, prices for 52100 Steel, engineered resins and other raw
materials purchased by the Company are materially subject to change. For
example, during 1995, 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
some difficulty in obtaining an adequate supply of 52100 Steel from its existing
suppliers. Domestically, the Company's pricing arrangements with its suppliers
are subject to adjustment once every six months. The Company's Euroball 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. The Company typically reserves the
right to increase product prices periodically in the event of increases in its
raw material costs. Certain sales agreements are in effect with SKF and FAG,
which provide for minimum purchase quantities and specified, annual sales price
ajustments that may be modified up or down for changes in material costs. These
agreements expire during 2006. The Company has been able to minimize the impact
on its operations resulting from the 52100 Steel price fluctuations by taking
such measures.
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. Readers can identify these
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.
Readers are strongly encouraged to consider these factors when evaluating any
such forward-looking statement.
The following paragraphs discuss the risk factors the Company regards
as the most significant, although the Company wishes to caution that other
factors that are currently not considered as significant or that currently
cannot be foreseen may in the future prove to be important in affecting the
Company's results of operations. The Company undertakes no obligation to update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
Industry Risks. Both the precision ball and roller, bearing seals, and
precision plastics industries are cyclical and tend to decline in response to
overall declines in industrial production. The Company's sales in the past have
been negatively affected, and in the future very likely would be negatively
affected, by adverse conditions in the industrial production sector of the
economy or by adverse global or national economic conditions generally.
Competition. The precision ball and roller market, the precision
bearing seal market, and the precision plastics market are highly competitive,
and many of manufacturers in each of the markets are larger and have
substantially greater resources than the Company. The Company's competitors are
continuously exploring and implementing improvements in technology and
manufacturing processes in order to improve product quality, and the Company's
ability to remain competitive will depend, among other things, on whether it is
able to keep pace with such quality improvements in a cost effective manner. In
addition, the Company competes with many of its ball and roller customers that,
in addition to producing bearings, also internally produce balls and rollers for
sale to third parties. The Company faces a risk that its customers will decide
to produce balls and rollers internally rather than outsourcing their needs to
the Company
Rapid Growth. The Company has significantly expanded its ball and
roller production facilities and capacity over the last several years. During
1997, the Company purchased an additional manufacturing plant in Kilkenny,
Ireland. The
17
Company continued this expansion in 2000 through its 54% ownership of Euroball
with SKF and FAG. The Company's Ball and Roller Segment currently is not
operating at full capacity and faces risks of further under-utilization or
inefficient utilization of its production facilities in future years. The
Company also faces risks associated with start-up expenses, inefficiencies,
delays and increased depreciation costs associated with these joint ventures and
expansions.
Raw Material Shortages. Because the balls and rollers manufactured by
the Company have highly-specialized applications, their production requires the
use of very particular types of steel. Due to quality constraints, the Company's
domestic Ball and Roller Segment obtains the majority of its steel from overseas
suppliers. Steel shortages or transportation problems, particularly with respect
to 52100 Steel, could have a detrimental effect on the Company's business.
Risks Associated with International Trade. Because the Company (a)
obtains a majority of its raw materials for the manufacture of balls and rollers
from overseas suppliers, (b) now actively participates in overseas manufacturing
operations and (c) sells to a large number of international customers, the
Company faces risks associated with (i) adverse foreign currency fluctuations,
(ii) changes in trade, monetary and fiscal policies, laws and regulations, and
other activities of governments, agencies and similar organizations, (iii) the
imposition of trade restrictions or prohibitions, (iv) the imposition of import
or other duties or taxes, and (v) unstable governments or legal systems in
countries in which the Company's suppliers, manufacturing operations, and
customers are located. An increase in the value of the United States dollar
and/or Euro relative to other currencies may adversely affect the ability of the
Company to compete with its foreign-based competitors for international as well
as domestic sales.
Dependence on Major Customers. During 2001, the Company's ten largest
customers accounted for approximately 73% of its net sales. Sales to various US
and foreign divisions of SKF, which is one of the largest bearing manufacturers
in the world, accounted for approximately 35% of net sales in 2001, and sales to
FAG accounted for approximately 19% of net sales. None of the Company's other
customers accounted for more than 5% of its net sales in 2001. The loss of all
or a substantial portion of sales to these customers would have a material
adverse effect on the Company's business.
Acquisitions. The Company's growth strategy includes growth through
acquisitions. In 1999, the Company acquired the IMC businesses as part of that
strategy. In 2000, the Company formed Euroball with SKF and FAG and began
operating two new ball manufacturing facilities. Additionally, in 2000, the
Company formed the NN Arte joint venture and began operations in Mexico during
2001. In 2001, the Company acquired Delta as a continuation of that strategy.
Although the Company believes that it will be able to continue to integrate the
operations of IMC, NN Euroball, Delta and other companies acquired in the future
into its operations without substantial cost, delays or other problems, its
ability to do so will depend on, among other things, the adequacy of its
implementation plans, the ability of its management to effectively oversee and
operate the combined operations of the Company and the acquired businesses and
its ability to achieve desired operating efficiencies and sales goals. If the
Company is not able to successfully integrate the operations of acquired
companies into its business, its future earnings and profitability could be
materially and adversely affected.
Recently Issued Accounting Standards
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activity, an Amendment of SFAS 133."
SFAS No. 133 and SFAS No. 138 require that all derivative instruments be
recorded on the balance sheet at their respective fair values. SFAS No. 133 and
SFAS No. 138 are effective for all fiscal quarters of all fiscal years beginning
after June 30, 2000, which for the Company was effective January 1, 2001.
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" (Statement No. 141), and Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
(Statement No. 142). Statement No. 141 requires that the purchase method of
accounting be used for all business combinations initiated after June 30, 2001.
Statement No. 141 also specifies criteria for intangible assets acquired in a
purchase method business combination must meet to be recognized and reported
apart from goodwill. Statement No. 142 will require that goodwill and intangible
assets with indefinite useful lives no longer be amortized, but instead tested
for impairment. The effective date of Statement No. 142 is January 1, 2002. As
of the date of adoption, the Company expects to have unamortized goodwill of
approximately $39.8 million, which will be subject to the provisions of
Statement No. 142. Amortization expense related to goodwill was $1.8 million,
$0.9 million, and $0.4 million for the years ended December 31, 2001, 2000, and
1999 respectively. The Company is currently evaluating the impact of adoption of
Statement No. 142.
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting For Asset Retirement Obligations." This Statement
requires capitalizing any retirement costs as part of the total cost of the
related long-lived asset and subsequently allocating the total expense to future
periods using a systematic and rational method. Adoption of the Statement is
required for fiscal years beginning after June 15, 2002. The Company is
currently evaluating the impact of adoption of Statement No. 143.
18
In October 2001, The FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting For The Impairment or Disposal of Long-lived
Assets." This Statement supercedes Statement No. 121 but retains many of its
fundamental provisions. Additionally, this Statement expands the scope of
discontinued operations to include more disposal transactions. The provisions of
this Statement are effective for financial statements issued for fiscal years
beginning after December 15, 2001. The Company is currently evaluating the
impact of Statement No. 144.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to changes in financial market conditions in the
normal course of its business due to its use of certain financial instruments as
well as transacting in various foreign currencies. To mitigate its exposure to
these market risks, the Company has established policies, procedures and
internal processes governing its management of financial market risks.The
Company is exposed to changes in interest rates primarily as a result of its
borrowing activities. Domestically, these borrowings which include a $31.5
million floating rate, unsecured term loan and a $25 million floating rate
revolving credit facility which are used to maintain liquidity and fund its
business operations domestically. In Europe, Euroball has a 5 million euro
floating rate credit facility, and a 36.0 million euro floating rate secured
term loan. At December 31, 2001, the Company had $41.3 million outstanding under
the domestic revolving credit facility and Euroball had $13.4 million
outstanding under the Euroball credit facility. A one-percent increase in the
interest rate charged on the Company's outstanding borrowings under both credit
facilities would result in interest expense increasing by approximately $54
during 2001 and $564,000 during 2000. In connection with a variable EURIBOR rate
debt financing in July 2000 the Company's 54% owned subsidiary, NN Euroball ApS
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 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
principal payments on the underlying debt over the life of the swap. The nature
and amount of the Company's borrowings may vary as a result of future business
requirements, market conditions and other factors.
The Company's operating cash flows denominated in foreign currencies
are exposed to changes in foreign exchange rates. The Company, mainly at its
Euroball Segment, bills and receives payment from some of its foreign customers
in their own currency. To date, the Company has not been materially adversely
affected by currency fluctuations of foreign exchange restrictions. However, to
help reduce exposure to foreign currency of fluctuation, management has
implemented a foreign currency hedging program. This program allows management
to hedge currency exposures when these exposures meet certain discretionary
levels. The Company did not hold a position in any foreign currency hedging
instruments as of December 31, 2001.
Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
Financial Statements Page
Report of Independent Auditors for the years ended December 31, 2001
and December 31, 2000.........................................................20
Report of Independent Auditors for the year ended December 31, 1999...........21
Consolidated Balance Sheets at December 31, 2001 and 2000.....................22
Consolidated Statements of Income and Comprehensive Income for the
three years ended December 31, 2001...........................................23
Consolidated Statements of Changes in Stockholders' Equity for the three
years ended December 31, 2001.................................................24
Consolidated Statements of Cash Flows for the three years ended
December 31, 2001.............................................................25
Notes to Consolidated Financial Statements....................................26
19
Independent Auditors' Report
The Board of Directors
NN, Inc.:
We have audited the accompanying consolidated balance sheets of NN, Inc. as of
December 31, 2001 and 2000 and the related consolidated statements of income and
comprehensive income, consolidated statements of changes in stockholders'
equity, and consolidated statements of cash flows of the years then ended. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of NN, Inc. as of
December 31, 2001 and 2000 and the results of their operations and their cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, the Company
changed its method of accounting for derivative instruments and hedging
activities in 2001.
/s/ KPMG LLP
Charlotte, North Carolina
February 28, 2002
20
Report of Independent Accountants
To the Board of Directors and Stockholders of NN, Inc.
In our opinion, the consolidated financial statements listed in the accompanying
index present fairly, in all material respects, the financial position of NN,
Inc. (formerly known as NN Ball & Roller, Inc.) and its subsidiaries at December
31, 1999, and the results of their operations and their cash flows for the year
then ended, in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audit. We conducted our audit of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion.
/s/ PriceWaterhouseCoopers LLP
PriceWaterhouseCoopers LLP
Charlotte, North Carolina
February 4, 2000
21
NN, Inc.
Consolidated Balance Sheets
December 31, 2001 and 2000
(In thousands, except per share data)
Assets 2001 2000
------ ---- -----
Current assets:
Cash and cash equivalents $ 3,024 $ 8,273
Accounts receivable, net 24,832 29,549
Inventories, net 23,418 23,742
Other current assets 3,034 1,512
Current deferred tax asset 1,309 790
--------- --------
Total current assets 55,617 63,866
Property, plant and equipment, net 82,770 91,693
Assets held for sale 4,348 --
Goodwill, net of accumulated amortization of
$3,009 in 2001 and $1,297 in 2000 39,805 27,865
Other non-current assets 4,862 4,212
Non-current deferred tax asset 733 172
--------- --------
Total assets $ 188,135 $ 187,808
========= =========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 15,829 $ 16,883
Bank overdraft 1,141 454
Accrued salaries, wages and benefits 3,813 2,248
Income taxes payable 2,074 1,341
Payable to affiliates 1,277 1,762
Short-term loans -- 2,000
Short term portion of long term debt 7,000 --
Other liabilities 6,552 9,038
Current deferred tax liability 50 114
--------- --------
Total current liabilities 37,736 33,840
Minority interest in consolidated subsidiaries 30,932 30,257
Non-current deferred tax liability 6,499 5,239
Long-term debt 47,661 50,515
Accrued Pension 2,390 2,133
Other 878 578
--------- --------
Total liabilities 126,096 122,562
--------- --------
Stockholders' equity:
Common stock - $0.01 par value, authorized
45,000 shares, issued and outstanding
15,317 shares in 2001 and 15,247 shares in 2000 154 153
Additional paid-in capital 30,841 30,414
Retained earnings 36,139 36,364
Accumulated other comprehensive loss (5,095) (1,685)
--------- --------
Total stockholders' equity 62,039 65,246
--------- --------
Total liabilities and stockholders' equity $ 188,135 $ 187,808
========= =========
See accompanying notes to consolidated financial statements
22
NN, Inc.
Consolidated Statements of Income and Comprehensive Income
Years ended December 31, 2001, 2000 and 1999
(In thousands, except per share data)
2001 2000 1999
---- ---- ----
Net sales $ 180,151 $ 132,129 $ 85,294
Cost of products sold 137,591 93,926 59,967
--------- --------- ---------
Gross profit 42,560 38,203 25,327
Selling, general and administrative 16,382 11,571 6,854
Depreciation and amortization 13,340 9,165 6,131
Restructuring and impairment costs 2,312 -- --
--------- --------- ---------
Income from operations 10,526 17,467 12,342
Interest expense 4,006 1,773 523
Equity in earnings of unconsolidated affiliates -- (48) --
Net gain on involuntary conversion (3,901) (728) --
Other income (186) (136) --
--------- --------- ---------
Income before provision for income taxes 10,607 16,606 11,819
Provision for income taxes 4,094 5,959 4,060
Minority interest in consolidated subsidiaries 1,753 660 --
--------- --------- ---------
Income before cumulative effect of change
in accounting principle 4,760 9,987 7,759
Cumulative effect of change in accounting
principle, net of income tax benefit of $112
and related minority interest impact of $84 98 -- --
--------- --------- ---------
Net income 4,662 9,987 7,759
Other comprehensive income (loss):
Additional minimum pension liability, net of tax
of $31 (53) -- --
Foreign currency translation (3,357) (7) (1,563)
--------- --------- ---------
Comprehensive income $ 1,252 $ 9,980 $ 6,196
========= ========= =========
Basic income per share:
Income before cumulative effect of change
in accounting principle $ 0.31 $ 0.66 $ 0.52
Cumulative effect of change in accounting
principle (0.01) -- --
--------- --------- ---------
Net income $ 0.31 $ 0.66 $ 0.52
========= ========= =========
Weighted average shares outstanding 15,259 15,247 15,021
========= ========= =========
Diluted income per share:
Income before cumulative effect of change
in accounting principle $ 0.31 $ 0.64 $ 0.52
Cumulative effect of change in accounting
principle (0.01) -- --
--------- --------- ---------
Net income $ 0.30 $ 0.64 $ 0.52
========= ========= =========
Weighted average shares outstanding 15,540 15,531 15,038
========= ========= =========
See accompanying notes to consolidated financial statements
23
NN, Inc.
Consolidated Statements of Changes in Stockholders' Equity
Years ended December 31, 2001, 2000 and 1999
(In thousands)
Common Stock
-------------------------- Accumulated
Additional Other
Number Par Paid-In Retained Comprehensive
of shares Value Capital Earnings Loss Total
------------ ------- --------- ----------- ------------ ------------
Balance at December 31, 1998 14,804 $ 149 $ 27,902 $ 28,306 $ (115) $ 56,242
Shares Issued 440 4 2,496 -- -- 2,500
Net income -- -- -- 7,759 -- 7,759
Dividends paid -- -- -- (4,810) -- (4,810)
Cumulative translation loss -- -- -- -- (1,563) (1,563)
-------- -------- -------- -------- -------- --------
Balance, December 31, 1999 15,244 $ 153 $ 30,398 $ 31,255 $ (1,678) $ 60,128
Shares Issued 3 -- 16 -- -- 16
Net income -- -- -- 9,987 -- 9,987
Dividends paid -- -- -- (4,878) -- (4,878)
Cumulative translation loss -- -- -- -- (7) (7)
-------- -------- -------- -------- -------- --------
Balance, December 31, 2000 15,247 $ 153 $ 30,414 $ 36,364 $ (1,685) $ 65,246
Shares Issued 70 1 427 -- -- 428
Net income -- -- -- 4,662 -- 4,662
Dividends paid -- -- -- (4,887) -- (4,887)
Additional minimum pension liability -- -- -- -- (53) (53)
Cumulative translation loss -- -- -- -- (3,357) (3,357)
-------- -------- -------- -------- -------- --------
Balance, December 31, 2001 15,317 $ 154 $ 30,841 $ 36,139 $ (5,095) $ 62,039
======== ======== ======== ======== ======== ========
See accompanying notes to consolidated financial statements
24
NN, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31, 2001, 2000 and 1999
(In Thousands)
2001 2000 1999
----------- ----------- ----------
Cash flows from operating activities:
Net Income $ 4,662 $ 9,987 $ 7,759
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 13,340 9,165 6,131
Cumulative effect of change in accounting principle 98 -- --
Loss on disposals of property, plant and equipment -- 1,194 43
Loss on sale of NNG 222 -- --
Equity in earnings of unconsolidated affiliates -- (48) --
Deferred income tax 433 1,185 (369)
Interest income on receivable from unconsolidated affiliates (104) (159) --
Minority interest in consolidated subsidiary 1,753 660 --
Restructuring costs and impairment costs 2,312 -- --
Changes in operating assets and liabilities:
Accounts receivable 6,838 1,955 (641)
Inventories 1,175 (3,021) 5,121
Other current assets (1,461) (106) 471
Other assets (618) (1,719) 19
Accounts payable (2,846) 5,544 (1,439)
Other liabilities (1,187) 2,227 750
-------- -------- --------
Net cash provided by operating activities 24,617 26,864 17,845
-------- -------- --------
Cash flows from investing activities:
Acquisition of businesses, net of cash acquired (23,496) (57,788) (27,535)
Acquisition of property, plant and equipment (6,314) (17,910) (2,394)
Sale of NNG 622 -- --
Long-term note receivable -- (3,440) --
Investment in unconsolidated affiliates -- (172) --
Proceeds from disposals of property, plant and equipment 106 -- 46
-------- -------- --------
Net cash used by investing activities (29,082) (79,310) (29,883)
-------- -------- --------
Cash flows from financing activities:
Net proceeds under revolving line of credit -- 7,547 17,151
Minority shareholders contributions -- 29,600 --
Proceeds from long-term debt 71,430 25,817 --
Bank overdrafts 687 (785) 1,239
Repayment of long-term debt (65,946) -- --
Proceeds (repayment) of short-term debt (2,000) 2,000 --
Proceeds from issuance of stock 428 16 --
Cash dividends (4,887) (4,878) (4,810)
-------- -------- --------
Net cash provided (used) by financing activities (288) 59,317 13,580
-------- -------- --------
Effect of exchange rate changes (496) (7) (1,563)
Net change in cash and cash equivalents (5,249) 6,864 (21)
Cash and cash equivalents at beginning of period 8,273 1,409 1,430
-------- -------- --------
Cash and cash equivalents at end of period $ 3,024 $ 8,273 $ 1,409
======== ======== ========
Supplemental schedule of non-cash investing and financing activities:
Note received related to sale of NNG $ 3,300 $ -- $ --
======== ======== ========
Stock issued related to acquisition of IMC $ -- $ -- $ 2,500
======== ======== ========
See accompanying notes to consolidated financial statements
25
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
(Continued)
(1) Summary of Significant Accounting Policies and Practices
(a) Description of Business
The Company is a manufacturer of precision balls, rollers, plastic
injection molded products, and precision bearing seals. The
Company's balls, rollers, and bearing seals are used primarily in
the domestic and international anti-friction bearing industry. The
Company's plastic injection molded products are used in the
bearing, automotive, instrumentation and fiber optic industries.
The Domestic Ball and Roller Segment is comprised of two
manufacturing facilities located in the eastern United States. The
Company's Euroball Segment, which was acquired in July 2000, (see
Note 2) is comprised of manufacturing facilities located in
Kilkenny, Ireland, Eltmann, Germany, and Pinerolo, Italy. All of
the facilities in the Euroball Segment are engaged in the
production of precision balls and rollers. The Plastics Segment
consists of IMC, acquired in July 1999, NN Arte, formed in August
2000 and Delta Rubber, acquired in February 2001. IMC has two
production facilities in Texas, NN Arte has one production
facility in Guadalajara, Mexico and Delta Rubber has two
production facilities in Connecticut (see Note 2). All of the
Company's segments sell to foreign and domestic customers.
(b) Cash and Cash Equivalents
The Company considers all highly liquid investments with an
original maturity of three months or less as cash equivalents.
(c) Inventories
Inventories are stated at the lower of cost or market. Cost is
determined using the first-in, first-out method.
(d) Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated
depreciation. Assets held for sale are stated at lower of cost or
fair market value less selling cost. Expenditures for maintenance
and repairs are charged to expense as incurred. Major renewals and
betterments are capitalized. When a major property item is
retired, its cost and related accumulated depreciation or
amortization are removed from the property accounts and any
(Continued)
26
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
gain or loss is recorded in income or expense, respectively. The
Company reviews the carrying values of long-lived assets for
impairment whenever events or changes in circumstances indicate
the carrying amount of an asset may not be recoverable. During the
year ended December 31, 2001, the Company incurred an impairment
charge of $1,083 to write-down the land and building at the
Walterboro, SC production facility to its net realizable value,
which was based upon fair market value appraisals. The carrying
value of this land and building of $1,692 has been classified as a
component of assets held for sale in the accompanying financial
statements. During the year ended December 31, 2000, the Company
did not incur any impairment charges.
Depreciation is provided principally on the straight-line method
over the estimated useful lives of the depreciable assets for
financial reporting purposes. Accelerated depreciation methods are
used for income tax purposes.
(e) Revenue Recognition
The Company generally recognizes a sale when goods are shipped and
ownership is assumed by the customer. The Company has an inventory
management program for certain major ball and roller customers
whereby sales are recognized when products are used by the
customer from consigned stock, rather than at the time of
shipment.
(f) Income Taxes
Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.
(g) Net Income Per Common Share
Basic earnings per share reflect reported earnings divided by the
weighted average number of common shares outstanding. Diluted
earnings per share include the effect of dilutive stock options
outstanding during the year.
(h) Stock Incentive Plan
The Company applies the intrinsic value-based method of accounting
prescribed by Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related
interpretations including Financial Accounting Standards Board
(FASB) Interpretation No. 44, "Accounting for Certain Transactions
involving Stock Compensation (an interpretation of APB Opinion No.
25)" issued in March 2000, to account for its fixed plan stock
options. Under this method, compensation expense is recorded on
the date of grant only if the current market price of the
underlying stock exceeds the exercise price. The Company also
applies the provision of APB Opinion No. 25 to its variable stock
options. Compensation expense is recognized for these awards if
the current market price of the underlying stock exceeds $10.50.
Statement of Financial Accounting Standards (SFAS) No. 123,
"Accounting for Stock-Based Compensation," established accounting
and disclosure requirements using a fair value-based method of
accounting for stock-based employee compensation plans. As allowed
by SFAS No. 123, the Company has elected to continue to apply the
intrinsic value-based method of accounting described above, and
has adopted the disclosure requirements of SFAS No. 123.
(i) Principles of Consolidation
The Company's consolidated financial statements include the
accounts of NN, Inc. and subsidiaries in which the Company owns
more than 50% voting interest. Unconsolidated subsidiaries and
investments where ownership is between 20% and 50% are accounted
for under the equity method. All significant intercompany profits,
transactions, and balances have been eliminated in consolidation.
The ownership interests of other
(Continued)
27
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
shareholders in companies that are more than 50% owned, but less
than 100% owned, are reflected as minority interests. Minority
interest represents the minority shareholders interest of NN
Euroball ApS and NN Arte.
(j) Foreign Currency Translation
Assets and liabilities of the Company's foreign subsidiary are
translated at current exchange rates, while revenue and expenses
are translated at average rates prevailing during the year.
Translation adjustments are reported as a component of other
comprehensive income.
(k) Goodwill
Goodwill, which represents the excess of purchase price over the
fair value of net assets acquired, is amortized on a straight-line
basis over the expected periods to be benefited, generally 20
years. The Company assesses the recoverability of this intangible
asset by determining whether the amortization of the goodwill
balance over its remaining life can be recovered through
undiscounted future operating cash flows of the acquired
operation. The amount of goodwill impairment, if any, is measured
based on projected discounted future operating cash flows using a
discount rate reflecting the Company's average cost of funds.
(l) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of
The Company accounts for long-lived assets in accordance with the
provisions of SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of."
This Statement requires that long-lived assets and certain
identifiable intangibles be reviewed for impairment whenever
events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. Recoverability of
assets to be held and used is measured by a comparison of the
carrying amount of an asset to future net cash flows expected to
be generated by the asset. If such assets are considered to be
impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair
value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or fair value less costs to sell.
(m) Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
(n) Reclassifications
Certain 2000 and 1999 amounts have been reclassified to conform
with the 2001 presentation.
(o) Recently Issued Accounting Standards
In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Certain Hedging
Activities." In June 2000, the FASB issued SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activity, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138
require that all derivative instruments be recorded on the balance
sheet at their respective fair values. SFAS No. 133 and SFAS No.
138 are effective for all fiscal quarters of all fiscal years
beginning after June 30, 2000, which for the Company was effective
January 1, 2001.
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 141, "Business Combinations" (Statement No. 141),
and Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" (Statement No. 142).
Statement No. 141 requires that the purchase method of accounting
be used for all business combinations initiated after June 30,
2001. Statement No. 141 also specifies criteria intangible assets
acquired in a purchase method business combination must meet to
be recognized and reported apart from goodwill. Statement No. 142
requires that goodwill and intangible assets
(Continued)
28
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
with indefinite useful lives no longer be amortized, but instead
tested for impairment. The effective date of Statement No. 142 is
January 1, 2002. As of the date of adoption, the Company expects
to have unamortized goodwill of approximately $39.8 million,
which will be subject to the provisions of Statement No. 142.
Amortization expense related to goodwill was $1.8 million, $0.9
million and $0.4 million for the years ended December 31, 2001,
2000 and 1999, respectively. The Company is currently evaluating
the impact of adoption of Statement No. 142.
In July 2001, the FASB issued Statement of Financial Accounting
Standards No. 143, "Accounting For Asset Retirement Obligations."
This Statement requires capitalizing any retirement costs as part
of the total cost of the related long-lived asset and subsequently
allocating the total expense to future periods using a systematic
and rational method. Adoption of the Statement is required for
fiscal years beginning after June 15, 2002. The Company is
currently evaluating the impact of adoption of Statement No. 143.
In October 2001, the FASB issued Statement of Financial
Accounting Standards No. 144, "Accounting For The Impairment or
Disposal of Long-lived Assets." This Statement supercedes
Statement No. 121 but retains many of its fundamental provisions.
Additionally, this Statement expands the scope of discontinued
operations to include more disposal transactions. The provisions
of this Statement are effective for financial statements issued
for fiscal years beginning after December 15, 2001. The Company
is currently evaluating the impact of Statement No. 144.
(q) Derivative Financial Instruments
In June 1998, the Financial Accounting Standards Board (FASB)
issued Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Certain Hedging
Activities." In June 2000, the FASB issued SFAS No. 138,
"Accounting for Certain Derivative Instruments and Certain Hedging
Activity, an Amendment of SFAS 133." SFAS No. 133 and SFAS No. 138
require that all derivative instruments be recorded on the balance
sheet at their respective fair values. SFAS No. 133 and SFAS No.
138 are effective for all fiscal quarters of all fiscal years
beginning after June 30, 2000, which for the Company was effective
January 1, 2001.
The Company has an interest rate swap accounted for in accordance
with Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities."
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 the Company's 54% owned subsidiary, NN Euroball ApS 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 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
principal payments on the underlying debt over the life of the
swap.
The cumulative effect of a change in accounting principles for the
adoption of SFAS No. 133 effective January 1, 2001 resulted in a
transition adjustment net loss of $98 which is net of an income
tax benefit of $112 and the related minority interest impact of
$84. The interest rate swap does not qualify for hedge accounting
under the provisions of SFAS No. 133; therefore, the transition
adjustment for adoption of SFAS No. 133 and any subsequent
periodic changes in fair value of the interest rate swap are
recorded in earnings.
As of December 31, 2001, the fair value of the swap is a before
tax loss of approximately $374 which is recorded in other
non-current liabilities. The change in fair value during the year
ended December 31, 2001 was a loss of approximately $80 which has
been included as a component of other (income) expense.
(2) Acquisitions
On February 16, 2001, the Company completed the acquisition of all of the
outstanding stock of The Delta Rubber Company, ("Delta") a Connecticut
corporation for $22,500 in cash, of which $500 was to be held in escrow for
one year from the date of closing. Delta provides high quality engineered
bearing seals and other precision-molded rubber products to original
equipment manufacturers. The Company plans to continue the operation of the
Delta business, which operates a manufacturing facility in Danielson,
Connecticut. The excess of the purchase price over the fair value of the
net identifiable
(Continued)
29
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
assets acquired of $14,107 has been recorded as goodwill and is being
amortized on a straight-line basis over twenty years.
Effective July 31, 2000, the Company completed its Euroball transaction.
Completion of the transaction required the Company to start a majority
owned stand-alone company in Europe, NN Euroball ApS, for the manufacture
and sale of precision steel balls used for ball bearings and other
products. The Company owns 54% of the shares of NN Euroball, ApS, AB SKF
(SKF), a Swedish Company, and FAG Kugelfischer Georg Schager AG (FAG), a
German Company, own 23% each. NN Euroball ApS subsequently acquired the
steel ball manufacturing facilities located in Pinerolo, Italy
(previously owned by SKF), Eltmann, Germany (previously owned by FAG) and
Kilkenny, Ireland (previously owned by the Company). NN Euroball ApS paid
approximately $57,788 for the net assets acquired from SKF and FAG. The
acquisitions of the Pinerolo, Italy and Eltmann, Germany ball
manufacturing facilities have been accounted for by the purchase method
of accounting and, accordingly, the results of operations of Euroball
have been included in the Company's consolidated financial statements
from July 31, 2000. The excess of the purchase price over the fair value
of the net identifiable assets acquired of $15,507 has been recorded as
goodwill and is being amortized on a straight-line basis over twenty
years.
Under the terms of a Shareholder Agreement between the Company, SKF and
FAG, at any time after December 31, 2002, SKF and FAG can require the
Company to purchase their shares of NN Euroball ApS. The purchase price
of the shares is to be calculated using a purchase price formula
specified in the Shareholder Agreement.
The following unaudited pro forma summary presents the financial
information as if the Company's Euroball transaction and Delta
acquisition had occurred on January 1, 2001 and 2000. These proforma
results have been prepared for comparative purposes and do not purport to
be indicative of what would have occurred had the acquisitions been made
on January 1, 2001 and 2000, nor is it indicative of future results.
(Unaudited) (Unaudited)
December 31, 2001 December 31, 2000
------------------ ------------------
Net sales $ 182,700 $ 200,500
Net income 4,800 11,800
Basic earnings per share 0.31 0.77
Diluted earnings per share 0.31 0.76
Effective July 4, 1999, the Company acquired substantially all of the
assets and assumed certain liabilities of Earsley Capital Corporation, a
Nevada corporation and successor to and formerly known as Industrial
Molding Corporation ("IMC"). IMC, located in Lubbock, Texas, operates as
a premier full-service designer and manufacturer of precision plastic
injection molded components. The Company paid consideration of
approximately $30,000, consisting of $27,500 in cash and 440 shares of
its common stock, for the net assets acquired from IMC. The Company has
accounted for the IMC acquisition using the purchase method of accounting
and, accordingly, the results of operations of IMC have been included in
the Company's consolidated financial statements from July 4, 1999. The
excess of the purchase price over the fair value of the net identifiable
assets acquired of $13,200 has been recorded as goodwill, which is being
amortized, on a straight-line basis over twenty years.
(Continued)
30
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
The following unaudited pro forma summary presents the financial
information as if the Company's acquisition of IMC had occurred on
January 1, 1999. This unaudited pro forma summary does not include
Euroball or Delta. These proforma results have been prepared for
comparative purposes and do not purport to be indicative of what would
have occurred had the acquisition been made on January 1, 1999, nor is it
indicative of future results.
(Unaudited)
December 31, 1999
----------------------
Net sales $ 101,562
Net income 7,558
Basic earnings per share 0.50
Dilutive earnings per share 0.50
(3) Restructuring and Impairment Charges
In September 2001, the Company announced the closure of its
Walterboro, South Carolina ball manufacturing facility as a part of
its ongoing strategy to locate manufacturing capacity in closer
proximity to its customers. This facility is included in the Company's
Domestic Ball and Roller Segment (see Note 10). The closure was
substantially completed by December 31, 2001.
Prior to December 31, 2001, production capacity and certain machinery
and equipment was transferred from the Walterboro facility to the
Company's two domestic ball facilities in Erwin, Tennessee and
Mountain City, Tennessee. The plant closing resulted in the
termination of approximately 80 full time hourly and salaried
employees located at the Walterboro facility. The Company has recorded
restructuring costs of $750 during the year ended December 31, 2001
for the severance payments. Additionally, prior to December 31, 2001,
the Company decided to sell the Walterboro land, building and certain
machinery. The Company incurred an impairment charge of $1,083 during
2001 to write-down the land and building at the Walterboro facility to
its net realizable value of $1,697, which was based upon fair market
value appraisals. The remaining equipment with a historical net book
value of $2,656 is also held for sale. The amounts the Company will
ultimately realize upon disposition of these assets could differ
materially from the amounts assumed in arriving at the 2001 impairment
loss. The Company anticipates selling the land, building and machinery
during 2002. Approximately $290 of the severance payments were paid in
2001 and the remaining is expected to be paid in 2002.
Accrued restructuring costs of $460 are included in other current
liabilities as of December 31, 2001. The Company has charged expenses for
moving machinery, equipment and inventory to other production facilities
and other costs to close the facility, which will benefit future
operations in the period they are incurred.
In addition to this restructuring charge, the Company's Euroball
subsidiary incurred restructuring charges of $479 for severance payments
as a result of the termination of 15 hourly employees and 3 salaried
employees at its Italy production facility. Approximately $426 of the
severance payments were paid during 2001 and remaining accrued
restructuring costs of $53 are included in other current liabilities as
of December 31, 2001.
The following summarizes the 2001 restructurings:
Reserve
Non-Cash Paid in Balance
Charges Writedowns 2001 at 12/31/01
-------- ---------- ------- ------------
Asset impairments $1,083 $1,083 $ -- $ --
Severance and other employee costs 1,229 -- 716 513
------ ------ ------ ------
Total $2,312 $1,083 $ 716 $ 513
====== ====== ====== ======
(Continued)
31
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
(4) Investments in Affiliated Companies
Investments in affiliated companies at December 31, 2000 consist of 50% of
the member interest of NN General, LLC. NN General, LLC was formed in
March 2000 between the Company and General Bearing Corporation. NN General,
LLC owns 60% of the Jiangsu General Ball and Roller, Company, Ltd., a
Chinese precision ball and roller manufacturer located in Rugao City,
Jiangsu, Province, China. The Company's investment in NN General, LLC
includes $215 of member equity and a note receivable of $3,440 at
December 31, 2000 which are included in other non-current assets in the
accompanying consolidated balance sheet. The note receivable bears interest
at variable rates (6.24% at December 31, 2000) and is due December 31,
2020. Accrued interest income on this note is $159 at December 31, 2000 and
is included in other current assets in the accompanying consolidated
balance sheet.
Effective December 21, 2001, the Company sold its 50% ownership in NN
General, LLC to its partner, General Bearing Corporation for cash of
$622 and notes of $3,300. The notes are due in annual installments of
$200 with the balance due on December 21, 2006. The notes bear
interest at an average LIBOR (1.88% at December 31, 2001) plus 1.5%.
In 2001, the Company recorded a non-cash loss on the sale of its
investment in this joint venture of $144.
(5) Accounts Receivable
December 31,
2001 2000
------- --------
Trade $26,613 $29,028
Other 10 1,297
------- -------
26,623 30,325
Less - Allowance for doubtful accounts 1,791 776
------- -------
$24,832 $29,549
======= =======
Allowance for doubtful accounts is as follows:
Description Balance at Balance at end
beginning of year Additions Write-offs of year
------------------ --------- ---------- --------------
December 31, 1999
Allowance for doubtful
accounts $ 586 $ 320 $ -- $ 906
====== ========== ======== ======
December 31, 2000
Allowance for doubtful
accounts $ 906 $ -- $ 130 $ 776
====== ========== ======== ======
December 31, 2001
Allowance for doubtful
accounts $ 776 $ 1,668 $ 653 $1,791
====== ========== ======== ======
(Continued)
32
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
On November 6, 2001, a customer of IMC filed for voluntary Chapter 7
bankruptcy. As of December 31, 2001, the Company had a trade accounts
receivable balance of approximately $829 with this customer. For the year
ended December 31, 2001, the Company recorded sales of approximately
$1,900 to this customer. As of December 31, 2001, the Company has
increased its allowance for doubtful accounts by approximately $829 as a
result of this bankruptcy filing.
(6) Inventories
December 31,
2001 2000
-------- ---------
Raw materials $ 5,494 $ 4,431
Work in process 5,016 5,265
Finished goods 13,065 14,106
Less-inventory reserve (157) (60)
-------- --------
$ 23,418 $ 23,742
======== ========
Inventory on consignment at December 31, 2001 and 2000 was approximately
$ 2,908 and $4,083, respectively.
(7) Property, Plant and Equipment
Estimated December 31,
Useful Life 2001 2000
------------------ --------------- -------------
Land $ 1,830 $ 2,202
Buildings and improvements 10-25 years 20,286 26,463
Machinery and equipment 3-10 years 103,363 92,810
Construction in process 1,577 6,138
--------------- -------------
127,056 127,613
Less - accumulated depreciation 44,286 35,920
--------------- -------------
$ 82,770 $ 91,693
=============== =============
On September 11, 2001, the Company announced the closing of its
Walterboro, South Carolina ball manufacturing facility effective December
2001. As a result of that closing land and building with a carrying value
of $1,692 and certain machinery and equipment with a carrying value of
$2,656 are held for sale as of December 31, 2001.
(8) Debt
(a) Short Term
At December 31, 2000, the Company had outstanding $2,000 of
unsecured notes payable to banks bearing interest at 7.29%. These
notes were repaid during 2001.
(Continued)
33
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
(b) Long-Term
Long-term debt at December 31, 2001 and 2000 consists of the
following:
2001 2000
----------------- --------------
Borrowings under a revolving credit facility bearing interest at
variable rates (3.24% - 4.75% at December 31, 2001) due
July 25, 2003 $ 9,805 $ --
Borrowings under a revolving credit facility bearing interest a
variable rates (7.29% at December 31, 2000) due July 25,
2003. Repaid in July 2001 -- 24,698
Termloan bearing interest at variable rates (3.24% at December 31,
2001) payable in quarterly installments of $1,750
beginning September 19, 2001 through July 1, 2006 31,500 --
Borrowings under a Euro revolving credit facility bearing interest
at variable rates (4.55% at December 31, 2001 and
6.63% at December 31, 2000) due July 15, 2006 -- 942
Euroterm loans bearing interest at variable rates (4.55% at
December 31, 2001and 6.63% at December 31, 2000) payable in
quarterly installments of $1,781 beginning March 15, 2002
through June 15, 2006 13,356 24,875
------- -------
Total long-term debt 54,661 50,515
Less current maturities 7,000 --
------- -------
Long-term debt, excluding current installments $47,661 $50,515
======= =======
On July 20, 2001, the Company entered into a syndicated loan
agreement with AmSouth Bank ("AmSouth") as the administrative
agent for the lenders, for a senior non-secured revolving credit
facility of up to $25,000, expiring on July 25, 2003 and a senior
non-secured term loan for $35,000 expiring on July 1, 2006. These
facilities include certain negative pledges. This credit facility
replaces the $25,000 revolving credit facility that was
temporarily extended and restated in February 2001 to $50,000 and
the additional $2,000 of availability extended in March of 2001.
Amounts outstanding under the revolving facility and term loan
facility bear interest at a floating rate equal to LIBOR (1.88% at
December 31, 2001) plus an applicable margin of 0.75% to 2.00%
based upon calculated financial ratios. The loan agreement
contains restrictive covenants which specify, among other things,
restrictions on the incurrence of indebtedness, payment of
dividends, capital expenditures, and the maintenance of certain
financial ratios. The Company, as of December 31, 2001, was in
compliance with all such covenants.
In connection with the Euroball transaction (see Note 2) the
Company and NN Euroball ApS, entered into a Facility Agreement
with a bank to provide up to Euro 36,000 in Term Loans and Euro
5,000 in revolving credit loans. The Company borrowed Euro 30,500
($28,755) under the term loan facility and Euro 1,000 ($943) under
the revolving credit facility. Amounts outstanding under the
Facility Agreement are secured by inventory
(Continued)
34
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
and accounts receivable and bear interest at EURIBOR (3.30% at
December 31, 2001) plus an applicable margin between 1.125% and
2.25% based upon financial ratios. The shareholders of NN
Euroball ApS have provided guarantees for the Facility Agreement.
The Facility Agreement contains restrictive covenants, which
specify, among other things, restrictions on the incurrence of
indebtedness and the maintenance of certain financial ratios.
Euroball was in compliance with all such covenants at December
31, 2001.
The aggregate maturities of long-term debt for each of the five
years subsequent to December 31, 2001 are as follows:
2002 $ 7,000
2003 23,893
2004 13,268
2005 7,000
2006 3,500
-------
Total $54,661
=======
Interest paid during 2001, 2000 and 1999 was $3,596, $1,917 and $519,
respectively.
(9) Employee Benefit Plans
The Company has three defined contribution 401(k) profit sharing plans
covering substantially all employees of the Domestic Ball and Roller and
Plastics Segments. The plan in place for the Domestic Ball and Roller
Segment covers all employees who have one year of service, have attained
age twenty-one and have elected to participate in the plan. A participant
may elect to contribute from 1% to 20% of his or her compensation to the
Plan, subject to a maximum deferral set forth in the Internal Revenue
Code. The Company provides a matching contribution of the higher of $500
or 50% of the first 4% of eligible compensation per participant. The
employer matching contribution is fully vested at all times. The
contributions by the Company for the Domestic Ball and Roller Segment
plan were $152, $106 and $120 in 2001, 2000 and 1999, respectively.
The plan in place for IMC covers all employees who have completed six
months of service and have elected to participate in the plan. A
participant may elect to contribute from 1% to 15% of his or her
compensation to the plan, subject to a maximum deferral set forth in the
Internal Revenue Code. The Company matches 25% of the first 6% of each
employee's contribution to the plan and provides for a discretionary
contribution at the end of each plan year. The contributions by the
Company for IMC plan since acquisition in July 1999 were $58 in 2001, $70
in 2000 and $196 in 1999. Vesting occurs in equal increments over a
period of five years.
The plan in place for Delta covers all employees who have one year of
service, have attained age twenty-one and have elected to participate in
the plan. A participant may elect to contribute from 1% to 20% of his or
her compensation to the Plan, subject to a maximum deferral set forth in
the Internal Revenue Code. The Company matches 50% of the first 6% of
each employee's contribution to the plan. The employee has 100% immediate
vesting on all contributions made to his or her account. The
contributions by the Company for the Delta plan since acquisition in
February 2001 were $67. Vesting occurs in equal increments over a period
of five years.
(Continued)
35
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
The Company has a defined benefit pension plan covering its Eltmann,
Germany facility employees (a Euroball division). The benefits are based
on the expected years of service including the rate of compensation
increase. The plan is unfunded.
Following is a summary of the changes in the projected benefit obligation
for the defined benefit pension plan during 2001 and 2000:
2001 2000
------------- --------------
Change in projected benefit obligation:
Benefit obligation at beginning of year $ 2,133 $ 1,886
Service cost 77 33
Interest cost 116 62
Benefits paid (5) --
Effect of currency translation (196) --
Actuarial loss 265 152
------- -------
Benefit obligation at December 31 $ 2,390 $ 2,133
======= =======
2001 2000
----------- ---------
Weighted-average assumptions as of December 31:
Discount rate 5.5% 6.0%
Rate of compensation increase 1.5% - 2.1 2.0%
2001 2000
-------- --------
Components of net periodic benefit cost:
Service cost $ 77 $ 33
Interest cost on projected benefit obligation 116 62
---- ----
Net periodic pension cost $193 $ 95
==== ====
Amounts recognized in the Consolidated Balance Sheets consist of:
2001 2000
-------------- --------------
Accrued benefit liability $2,390 $2,133
Accumulated other comprehensive loss, net of tax (53) --
-------------- --------------
Net amount recognized $2,337 $2,133
============== ==============
(10) Stock Incentive Plan
Effective March 2, 1994, the Company adopted the NN, Inc. Stock Incentive
Plan under which 1,125 shares of the Company's Common Stock were reserved
for issuance to officers and key employees of the Company. During 1999
and 2000, the plan was amended to increase the number of shares available
for issuance pursuant to awards made under the plan from 1,125 to 1,625.
Awards or grants under the plan may be made in the form of incentive and
nonqualified stock options, stock appreciation rights and restricted
stock. The stock options and stock appreciation rights must be issued
with an exercise price not less than the fair market value of the Common
Stock on the date of
(Continued)
36
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
grant. The awards or grants under the plan may have various vesting and
expiration periods as determined at the discretion of the committee
administering the plan.
A summary of the status of the Company's stock option plan as described
above as of December 31, 2001, 2000 and 1999, and changes during the
years ending on those dates is presented below:
2001 2000 1999
---------------------------- ---------------------------- ---------------------------
Weighted-average Weighted-average Weighted-average
Shares exercise price Shares exercise price Shares exercise price
----------- --------------- ----------- --------------- ---------- ---------------
Outstanding at beginning
of year 1,091 $ 6.87 1,049 $ 8.53 548 $ 11.53
Granted 396 8.09 555 7.63 539 5.93
Exercised (70) 6.09 (2) 5.87 -- --
Forfeited (44) 6.78 (511) 10.95 (38) 12.28
-------- ------ ------
Outstanding at end of
year 1,373 7.25 1,091 6.87 1,049 8.53
======== ====== ======
Options exercisable at
year-end 528 $ 6.59 290 $ 6.09 345 $ 11.53
The following table summarizes information about stock options
outstanding at December 31, 2001:
Options outstanding Options exercisable
------------------------------------------------------ -----------------------------------
Weighted-
average
Number remaining Weighted- Number Weighted-
Range of exercise outstanding at contractual average exercisable average exercise
prices 12/31/2001 life exercise price at 12/31/2001 price
----------------- ---------------- ----------------- --------------- ------------------
$5.94 - $6.50 431 7.5 years $ 6.84 341 $ 5.97
$7.63 - $8.09 942 9.2 years $ 10.38 187 $ 7.71
On December 7, 1998, the Company granted a total of 20 options to the
members of its Board of Directors. These options carry an exercise price
equal to the market price on the date of issuance and vest equally over a
period of three years, beginning one year from date of grant. The maximum
term of these options is 10 years. On July 4, 1999, the Company granted
and additional 20 options to the members of its Board of Directors. These
options carry an exercise price equal to the market price on the date of
issuance and vest six months from the date of grant. The maximum term of
these options is 10 years. On October 10, 2000, the Company granted an
additional 15 options to the members of its Board of Directors. These
options carry an exercise price equal to the market price on the date of
issuance and vest 100% one year from date of grant. The maximum term of
these options is 10 years. On September 17, 2001, the Company granted an
additional 50 options to the members of the Board of Directors. These
options carry an exercise price equal to the market price on the date of
issuance and vest 100% one year from date of grant. The maximum term of
these options is 10 years.
On August 4, 1998 the Company's Board of Directors authorized the
repurchase of up to 740 shares of its Common Stock, equaling 5% of the
company's issued and outstanding shares as of August 4, 1998. The program
may be
(Continued)
37
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
extended or discontinued at any time, and there is no assurance
that the Company will purchase any or all of the full amount authorized.
The Company has not repurchased any shares under this program through
December 31, 2001.
All options granted in the period January 1, 1999 through December 31,
2001, except those granted to the Company's Board of Directors as
described above, vest ratably over three years, beginning one year from
date of grant. The exercise price of each option equals the market price
of the Company's stock on the date of grant, and an option's maximum term
is 10 years. All options granted in the period January 1, 1995 through
December 31, 1998, except those granted to the Company's Board of
Directors as described above, vest 20% - 33% annually beginning one year
from date of grant. The exercise price of each option equals the market
price of the Company's stock on the date of grant, and an option's
maximum term is 10 years. Certain options granted in July 1999 were
deemed to be repriced options under the applicable accounting
requirements. These options, which were fully vested as of the effective
date of FASB Interpretation No. 44, are treated under variable
accounting. Accordingly, compensation expense will be recognized, to the
extent the market price of the Company's stock exceeds $10.50. The
Company recognized compensation expense of $108 during 2001 related to
these options.
The Company has adopted the provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation"
(SFAS 123). SFAS 123 encourages but does not require a fair value based
method of accounting for stock compensation plans. The Company has
elected to continue accounting for its stock compensation plan using the
intrinsic value based method under APB Opinion No. 25 and, accordingly,
has not recorded compensation expense for each of the three years ended
December 31, 2001, except as discussed above. Had compensation cost for
the Company's stock compensation plan been determined based on the fair
value at the option grant dates, the Company's net income and earnings
per share would have been reduced to the proforma amounts indicated
below:
Year ended December 31,
2001 2000 1999
------------------ ----------------- -------------------
Net income As reported $ 4,662 $ 9,987 $ 7,759
Proforma 4,347 9,804 7,627
Earnings per share As reported $ 0.31 $ 0.66 $ 0.52
Proforma 0.28 0.64 0.51
Earnings per
share-assuming
dilution As reported $ 0.30 $ 0.64 $ 0.52
Proforma 0.28 0.63 0.51
The fair value of each option grant was estimated based on actual
information available through December 31, 2001, 2000 and 1999 using the
Black Scholes option-pricing model with the following assumptions:
Term Vesting Period
Risk free interest rate 4.75%, 5.1% and 6.5% for 2001, 2000 and 1999,
respectively Dividend yield 2.8%, 3.6%, and 4.4% annually for 2001, 2000
and 1999, respectively Volatility 40.7%, 39.5% and 39.5% for 2001, 2000
and 1999, respectively
(11) Segment Information
The Company adopted the provisions of SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information," effective with its
December 31, 1998 reporting and identified its reportable segments based
upon the geographic location of its business units. During 2001, the
Company's reportable segments are based on differences in product lines
and geographic locations and are divided among Domestic Ball and Roller,
Euroball and Plastics. The Domestic Ball and Roller Segment is comprised
of two manufacturing facilities in the eastern United States. The
Euroball Segment acquired in July 2000, is comprised of manufacturing
facilities located in Kilkenny, Ireland, Eltmann, Germany and Pinerolo,
Italy. All of the facilities in the Domestic Ball and Roller and Euroball
Segments are engaged in the production of precision balls and rollers
used primarily in the bearing industry. The Plastics Segment
(Continued)
38
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
is compromised of five facilities: two located in Lubbock, Texas, which
represents the IMC business acquired in July 1999; two facilities located
in Danielson, Connecticut, which represents the Delta business acquired
in February 2001, and one facility located in Guadalajara, Mexico, which
represents the NN-Arte business. These facilities are engaged in the
production of plastic injection molded products for the bearing,
automotive, instrumentation and fiber optic markets and precision rubber
bearing seals for the bearing, automotive, industrial, agricultural and
aerospace markets.
The accounting policies of the segments are the same as those described
in the summary of significant accounting policies. The Company evaluates
segment performance based on profit or loss from operations after income
taxes not including nonrecurring gains and losses. The Company accounts
for intersegment sales and transfers at current market prices; however,
the Company did not have any material intersegment transactions during
2001, 2000 or 1999.
December 31, 2001 December 31, 2000 December 31, 1999
------------------------------------ -------------------------------------------------------------
DomesticBall Euroball Plastics DomesticBall Euroball Plastics DomesticBall Plastics
and Roller and Roller and Roller
--------------------------------------------------------------------------------------------------
Net sales $ 52,692 $ 86,719 $ 40,74$ 67,637 $ 33,988 $ 30,504 $ 67,736 $ 17,558
Interest expense 237 1,574 2,194 385 622 766 -- 523
Depreciation & ,
amortization 4,439 5,426 3 475 4,796 2,123 2,246 4,932 1,199
Income tax expense 2,435 2,474 (815) 4,284 1,408 267 3,816 244
Segment profit ,
(loss) 4,498 1,962 (1 798) 8,314 775 898 7,293 466
Segment assets 62,978 68,288 55,721 62,574 91,392 33,842 58,557 31,811
Expenditures for ,
long- lived
assets 1,117 3,537 1 660 9,319 3,737 4,854 1,723 671
Sales to external customers and long-lived assets utilized by the Company
were concentrated in the following geographical regions:
December 31, 2001 December 31, 2000 December 31, 1999
------------------------------- -------------------------- -------------------------
Long-lived Long-lived Long-lived
Sales assets Sales assets Sales assets
------------- --------------- ------------- ------------- -------- -------------
United States $ 59,813 $ 38,900 $ 62,094 $ 44,137 $ 52,907 $ 36,842
Europe 88,649 42,799 46,697 46,216 21,064 6,610
Canada 8,278 -- 6,449 -- 5,918 --
Latin/S.America 8,157 1,071 6,100 1,340 2,903 --
Other export 15,254 -- 10,789 -- 2,502 --
-------- -------- -------- -------- -------- --------
All foreign
countries 120,338 43,870 70,035 47,556 32,387 6,610
-------- -------- -------- -------- -------- --------
Total $180,151 $ 82,770 $132,129 $ 91,693 $ 85,294 $ 43,452
======== ======== ======== ======== ======== ========
Two customers comprised 49%, 49% and 46% of the Domestic Ball and Roller
Segments sales during the years ended December 31, 2001, 2000, and 1999,
respectively (see Note 18). Two customers comprised 76% of the
(Continued)
39
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
Euroball Segments sales during the year ended December 31, 2001. One
customer comprised 5% and 20% of IMC's sales for the years ended December
31, 2001 and 2000, respectively. Accounts receivable concentrations as
of December 31, 2001 are generally reflective of sales concentrations
during 2001.
(12) Income Taxes
Total income taxes (benefits) for the years ended December 31, 2001,
2000, and 1999 are allocated as follows:
Year ended December 31,
2001 2000 1999
------------------- ------------------- -------------------
Income from continuing operations: $ 4,094 $ 5,959 $ 4,060
Cumulative effect of change in accounting
principle (112) -- --
Accumulated other comprehensive income (31) -- --
------------------- ------------------- -------------------
$ 3,951 $ 5,959 $ 4,060
=================== =================== ===================
Income tax expense attributable to income from continuing operations
consists of:
Year ended December 31,
2001 2000 1999
---- ---- ----
Current:
U.S. Federal $ 1,025 $ 3,496 $ 3,960
State 146 452 469
Non-U.S 2,490 826 --
------- ------- -------
3,661 4,774 4,429
------- ------- -------
Deferred:
U.S. Federal 557 496 (335)
State 57 63 (34)
Non-U.S (181) 626 --
------- ------- -------
Total deferred expense 433 1,185 (369)
------- ------- -------
$ 4,094 $ 5,959 $ 4,060
======= ======= =======
(Continued)
40
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
A reconciliation of taxes based on the U.S. federal statutory rate of 34%
for the years ended December 31, 2001, 2000 and 1999 is summarized as
follows:
Year ended December 31,
2001 2000 1999
---- ---- ----
Income taxes at the federal statutory rate $ 3,606 $ 5,646 $ 4,006
State income taxes, net of federal benefit 134 340 289
Foreign sales corporation benefit, net of
liability (95) (183) (256)
Non-US earnings taxed at different rates 395 337 (182)
Other, net 54 (181) 203
------- ------- -------
$ 4,094 $ 5,959 $ 4,060
======= ======= =======
The tax effects of the temporary differences are as follows:
Year ended December 31,
2001 2000
-------- ----------
Deferred income tax liability
Tax in excess of book depreciation $5,692 $5,050
Duty drawback receivable 37 69
Goodwill 493 210
Other deferred tax liabilities 112 123
------ ------
Gross deferred income tax liability 6,334 5,452
------ ------
Deferred income tax assets
Inventories 337 182
Allowance for bad debts 632 279
Vacation accrual 264 287
Health insurance accrual 103 83
Other working capital accruals 358 230
Euroball net operating loss carryforward 133 --
------ ------
Gross deferred income tax assets 1,827 1,061
------ ------
Net deferred income tax liability $4,507 $4,391
====== ======
Deferred income tax expense differs from the change in the net deferred
income tax liability due to the following:
2001 2000
--------- ----------
Change in net deferred income tax liability $ 116 $ 1,780
Other comprehensive income adjustment 31 --
Acquisition of deferred tax asset (liability)
under purchase accounting 229 (595)
Effect of currency translation (55) --
------- -------
Deferred income tax expense $ 433 $ 1,185
======= =======
(Continued)
41
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
Although realization of deferred tax assets is not assured, management
believes that it is more likely than not that all of the deferred tax
assets will be realized. However, the amount of the deferred tax assets
considered realizable could be reduced based on changing conditions.
The Company has not recognized a deferred tax liability for the
undistributed earnings of its non-U.S. subsidiaries and non-U.S.
corporate joint ventures. The Company expects to reinvest these
undistributed earnings indefinitely and does not expect such earnings to
become subject to U.S. taxation in the foreseeable future. A deferred tax
liability will be recognized when the Company expects that it will
recover these undistributed earnings in a taxable manner, such as through
the receipt of dividends or sale of the investments. It is not
practicable to determine the U.S. income tax liability, if any, that
would be payable if such earnings were not reinvested indefinitely.
At December 31, 2001, the Company has net operating loss carryforwards
for foreign income tax purposes of approximately $1,500, which are
available to offset future foreign taxable income indefinitely.
Income tax payments were approximately $2,845, $5,207 and $3,123 in 2001,
2000, 1999, respectively.
(13) Reconciliation of Net Income Per Share
Year ended December 31,
2001 2000 1999
------------ ---------- ----------------
Net income $ 4,662 $ 9,987 $ 7,759
Weighted average shares outstanding 15,259 15,247 15,021
Effective of dilutive stock options 281 284 17
------- ------- -------
Dilutive shares outstanding 15,540 15,531 15,038
Basic net income per share $ 0.31 $ 0.66 $ 0.52
======= ======= =======
Diluted net income per share $ 0.30 $ 0.64 $ 0.52
======= ======= =======
Excluded from the shares outstanding for the years ended December 31,
2001, 2000 and 1999 were 0, 10 and 525 antidilutive options,
respectively, which had exercise prices ranging from $9.75 to $11.50,
during 2000 and $6.38 to $15.50 during 1999.
The Company has declared a dividend of $ 0.32 per share in each of the
years ended December 31, 2001, 2000 and 1999.
(Continued)
42
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
(14) Commitments and Contingencies
The Company has operating lease commitments for machinery, office
equipment, manufacturing and office space which expire on varying dates.
Rent expense for 2001, 2000 and 1999 was $1,650, $767 and $376,
respectively. The following is a schedule by year of future minimum lease
payments as of December 31, 2001 under operating leases that have initial
or remaining noncancelable lease terms in excess of one year.
Year ended December 31,
-------------------------------------------------
2002 $ 1,473
2003 1,345
2004 1,311
2005 1,280
2006 1,204
Thereafter 12,005
-------------
Total minimum lease payments $ 18,619
=============
The Kilkenny operation of the Euroball Segment has received certain
grants from the Ireland government. These grants are based upon the
Kilkenny facility hiring and retaining certain employment levels. At
December 31, 2001, actual employment levels are less than those required
by certain grant covenants. As of December 31, 2001, the Company
anticipates the grant agreement and employment level thresholds
will be restructured.
The Euroball Segment has entered into certain consignment arrangements
with Ascometals for the purchase of steel for ball production, whereby
the Euroball Kilkenny operation maintains steel on a consignment basis
for a period of up to three months.
Beginning in January 2003, FAG and SKF may each exercise their right
under The Shareholders Agreement to cause the Company to purchase
their respective interest in Euroball based on the Put Formula in the
Shareholders Agreement. The Company anticipates that if such purchase
becomes necessary, it may need to borrow additional funds. Because the
purchase price is based on a formula using Euroball's historical cash
flow, the exact amount of the put cannot be determined until the put
right is exercised.
(Continued)
43
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
(15) Quarterly Results of Operations (Unaudited)
The following summarizes the unaudited quarterly results of operations
for the years ended December 31, 2001 and 2000.
Year ended December 31, 2001
March 31 June 30 Sept. 30 Dec. 31
-------- ------- -------- -------
Net sales $ 50,227 $ 47,350 $ 42,576 $ 39,998
Gross profit 12,043 12,030 9,687 8,800
Net income (loss) 1,448 3,506 744 (1,036)
Basic net income (loss) per share 0.10 0.23 0.05 (0.07)
Dilutive net income (loss) per share 0.09 0.23 0.05 (0.07)
Weighted average shares
outstanding:
Basic number of shares 15,247 15,253 15,286 15,302
Effect of dilutive stock
options 149 279 298 377
-------- -------- -------- --------
Diluted number of shares 15,396 15,532 15,584 15,679
======== ======== ======== ========
Year ended December 31, 2000
March 31 June 30 Sept. 30 Dec. 31
-------- ------- -------- -------
Net sales $28,002 $25,643 $37,075 $41,409
Gross profit 7,656 7,678 10,972 11,898
Net income 2,110 2,242 2,443 3,192
Basic net income per share 0.14 0.15 0.16 0.21
Dilutive net income per share 0.14 0.15 0.16 0.21
Weighted average shares
outstanding:
Basic number of shares 15,244 15,244 15,245 15,247
Effect of dilutive stock
options 214 192 179 235
------- ------- ------- -------
Diluted number of shares 15,458 15,436 15,424 15,482
======= ======= ======= =======
Fourth quarter results in 2001 include pre-tax charges of $1,405 ($913
after-tax) related to $1,086 of asset write downs on the Company's
Walterboro, SC production facility and $319 of NN Arte minority interest
losses absorbed by the Company. Without these nonrecurring charges, the
fourth quarter 2001 loss per share would have been ($.01) rather than
($.07).
(Continued)
44
NN, Inc.
Notes to Consolidated Financial Statements
December 31, 2001, 2000 and 1999
(In thousands, except per share data)
(16) Fair Value of Financial Instruments
Management believes the fair value of financial instruments
approximate their carrying value due to the short maturity of these
instruments or in the case of the Company's notes receivable and debt,
due to the variable interest rates. The following table presents the
carrying amounts and estimated fair values of the Company's financial
instruments at December 31, 2001 and 2000:
2001 2000
----------------------- ------------------------
Carrying Fair Carrying Fair
amount value amount value
---------------------------------------------------
Financial assets:
Cash and cash equivalents $ 3,024 $ 3,024 $ 8,273 $ 8,273
Accounts receivable, net 24,832 24,832 29,549 29,549
Other current assets 3,034 3,034 1,512 1,512
Other non-current assets 4,862 4,862 4,212 4,212
Financial liabilities:
Accounts payable and bank overdraft 16,970 16,970 17,337 17,337
Accrued expenses and other payables 13,716 13,716 14,839 14,839
Short-term loan 7,000 7,000 2,000 2,000
Long-term debt 47,661 47,661 50,515 50,515
Interest rate swap liability 374 374 -- 280
(17) Involuntary Conversion
On March 12, 2000, a fire damaged a portion of the Company's
manufacturing plant in Erwin, Tennessee. The fire was contained to
approximately 30% of the productions area and did not result in serious
injury to any employee. Affected production was shifted to the Company's
other facilities as possible as well as the use of other certain
suppliers to protect product supply to customers. Insurance coverage for
the loss provided for reimbursement of the replacement value of property
and equipment damaged in the fire. As of December 31, 2001 the Company
has settled the insurance claim. For the years ended December 31, 2001
and 2000, the net gain on involuntary conversion of $3,901 and $728,
respectively, represents insurance proceeds received in excess of costs
incurred.
(18) Related Party Transactions
The minority shareholders of NN Euroball ApS, SKF and FAG, are
significant customers of the Company. For the years ended December 31,
2001 and 2000, combined sales to SKF and FAG amounted to $97,270 and
$64,064, respectively. At December 31, 2001 and 2000, accounts
receivable from SKF and FAG amounted to $11,360 and $4,983,
respectively.
In connection with the Euroball transaction described in note 2, SKF and
FAG provided administrative services to NN Euroball ApS. Charges for
these services amounted to approximately $2,262 and $1,150 for the years
ended December 31, 2001 and 2000, respectively. At December 31, 2001 and
2000, amounts payable to SKF and FAG amounted to $1,277 and $1,762,
respectively.
Certain sales agreements are in effect with SKF and FAG, 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.
The Company leases the Eltmann, Germany facility, of the Euroball division,
from FAG. Annual minimum lease payments are Euro 944 ($885). The lease
expires in 2020.
45
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
The firm of KPMG LLP has been selected by the Board of Directors as the
Company's outside auditors for 2002. On November 27, 2000, the Company retained
the services of KPMG LLP as its principle accountant to audit the Company's
consolidated financial statements, replacing PricewaterhouseCoopers LLP. The
decision to retain KPMG was based on a reevaluation by the Company of its
current professional relationships and was approved by the Company's Board of
Directors at the recommendation of the Company's Audit Committee. Although it is
not required to do so, the Board has determined that it is desirable to seek
stockholders' ratification of the selection of KPMG LLP.
During the Company's most recent fiscal year and through November 27,
2000, there have been no disagreements with PricewaterhouseCoopers LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure. PricewaterhouseCoopers LLP reports on the financial
statements of the Company during 1999 contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the Company's most recent fiscal year and since November 27,
2000, there have been no disagreements with KPMG LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure. KPMG LLP reports on the financial statements of the Company for the
past two years contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
Part III
Item 10. Directors and Executive Officers of the Registrant
Directors. The information required by Item 401 of Regulation S-K
concerning the Company's directors is contained in the section entitled
"Election of Directors -- Information about the Directors" of the Company's
definitive Proxy Statement (to be filed with the Securities and Exchange
Commission within 120 days after December 31, 2001, in accordance with General
Instruction G to Form 10-K, is hereby incorporated herein by reference.
Executive Officers. Information required by Item 401 of Regulation S-K
concerning the Company's executive officers is set forth in Item 1 hereof under
the caption "Executive Officers of the Registrant."
Compliance with Section 16(a) of the Securities Exchange Act. The
information required by Item 405 of Regulation S-K concerning compliance with
Section 16(a) of the Securities Exchange Act by the Company's directors and
executive officers and any 10% beneficial owners is contained in the section
entitled "Section 16(a) Beneficial Ownership Reporting Compliance" of the
Company's definitive Proxy Statement and, in accordance with General Instruction
G to Form 10-K, is hereby incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 402 of Regulation S-K is contained in
the sections entitled "Information about the Election of Directors --
Compensation of Directors" and "Executive Compensation" of the Company's
definitive Proxy Statement and, in accordance with General Instruction G to Form
10-K, is hereby incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 403 of Regulation S-K is contained in
the section entitled "Beneficial Ownership of Common Stock" of the Company's
definitive Proxy Statement and, in accordance with General Instruction G to Form
10-K, is hereby incorporated herein by reference.
Item 13. Related Party Relationships
None.
46
Part IV
Item 14. Exhibits Financial Statement Schedules, and Reports on Form 8-K
(a)1. Financial Statements
The financial statements of the Company filed as part of this Annual
Report on Form 10-K begin on the following pages hereof:
Page
Report of Independent Auditors for the years ended December 31, 2001
and December 31, 2000...................................................................20
Report of Independent Auditors for the years ended December 31, 1999....................21
Consolidated Balance Sheets at December 31, 2001 and 2000...............................22
Consolidated Statements of Income and Comprehensive Income for the Three Years
ended December 31, 2001.................................................................23
Consolidated Statements of Changes in Stockholders' Equity for the Three Years
Ended December 31, 2001.................................................................24
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2001.......25
Notes to Consolidated Financial Statements..............................................26
(a)2. Exhibits Required by Item 601 of Regulation S-K
3.1 Certificate of Incorporation of the Company, as amended (incorporated
by reference to Exhibit 3.1 to the Company's Registration Statement on
Form S-1--File No. 33-74694).
3.2 Bylaws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's registration Statement on Form S-1 - File
No. 33-74694).
4.1 Form of Common Stock certificate (incorporated by reference to Exhibit
4 to the Company's Registration Statement on Form S-1 - File No.
33-74694).
10.1* NN Ball & Roller, Inc. Stock Incentive Plan (incorporated by
reference to Exhibit 10.1 to the Company's Registration Statement on
Form S-1 - File No. 33-74694).
10.3* $1.2 million Life Insurance Policy purchased by Mr. Ennen, the
premiums of which are paid for by the Company (incorporated by
reference to Exhibit 10.3 to the Company's Registration Statement on
Form S-1-File No. 33-74694).
10.5 Form of Confidentiality and Non-Compete Agreements for Executive
Officers of the Company (incorporated by reference to Exhibit 10.17 to
the Company's Registration Statement on Form S-1 - File No. 33-74694).
10.6 Stockholder Agreement dated February 22, 1994, among certain
stockholders of the Company (incorporated by reference to Exhibit
10.18 to the Company's Registration Statement on Form S-1 - File No.
33-74694).
10.7 Form of Indemnification Agreement for officers and directors of the
Company (incorporated by reference to Exhibit 10.19 to the Company's
Registration Statement on Form S-1 - File No. 33-74694).
47
10.8 Lease, dated as of September 5, 1995, between the Company and the
State of Tennessee Department of Economic and Community Development
and the County of Johnson County, Tennessee (incorporated by reference
to Exhibit 10.9 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).
10.9 Lease, dated as of March 22, 1996, between the Company and the State
of Tennessee Department of Economic and Community Development and the
County of Johnson County, Tennessee (incorporated by reference to
Exhibit 10.10 of the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995).
10.10* Stock Option Agreement, dated as of July 3, 1995, between the
Company and Roderick R. Baty (incorporated by reference to Exhibit
10.11 of the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995).
10.11 Loan Agreement, dated as of July 25, 1997, between the Company and
First American National Bank (incorporated by reference to Exhibit
10.13 of the Company's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997).
10.12* Employment Agreement, dated August 1, 1997, between the Company and
Roderick R. Baty (incorporated by reference to Exhibit 10.14 of the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997).
10.13* Employment Agreement, dated May 7, 1998, between the Company and
Frank T. Gentry.
10.14* Form of Stock Option Agreement, dated December 7, 1998, between the
Company and the non-employee directors of the Company (incorporated by
reference to Exhibit 10.15 of the Company's Quarterly Report on Form
10-K for the fiscal year ended December 31, 1999).
10.15* Elective Deferred Compensation Plan, dated February 26, 1999
(incorporated by reference to Exhibit 10.16 of the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999).
10.16* Amendment No. 1 dated January 21, 2002, to Employment Agreement
between the Company and Frank T. Gentry.
10.17* Change of Control and Noncompetition Agreement, dated January 21,
2002, between the Company and Frank T. Gentry.
10.18* Amendment No. 1 dated January 21, 2002, to Employment Agreement
between the Company and Roderick R. Baty.
10.19* Change of Control and Noncompetition Agreement, dated January 21,
2002, between the Company and Roderick R. Baty.
10.20* Employment Agreement dated January 21, 2002, between the Company and
Robert R. Sams.
10.21* Change of Control and Noncompetition Agreement, dated January 21,
2002, between the Company and Robert R. Sams.
10.22* Employment Agreement dated January 21, 2002, between the Company and
William C. Kelly.
10.23* Change of Control and Noncompetition Agreement, dated January 21,
2002, between the Company and William C. Kelly.
10.24* Employment Agreement dated January 21, 2002, between the Company and
David L. Dyckman.
10.25* Change of Control and Noncompetition Agreement, dated January 21,
2002, between the Company and David L. Dyckman.
48
10.26 NN Euroball, ApS Shareholder Agreement dated April 6, 2000 among NN,
Inc., AB SKF and FAG Kugelfishcher Georg Schafer AG.
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith).
23.2 Consent of KPMG LLP (filed herewith).
--------------------
* Management contract or compensatory plan or arrangement.
(b) Reports on Form 8-K
The Company filed a Form 8-K on July 25, 2001 announcing its second
quarter earnings and its new long term financing arrangement.
The Company filed a Form 8-K on September 5, 2001 announcing its Board
of Directors has named Roderick (Rock) R. Baty as the Chairman of the
Board of Directors.
The Company filed a Form 8-K on September 11, 2001 announcing its
decision to close its plant located in Walterboro, South Carolina.
The Company filed a Form 8-K on November 14, 2001 announcing that, due
to the voluntary bankruptcy of one of its customers, the Company will
need to record a third quarter 2001 reserve for approximately $400,000
pre-tax.
(c) Exhibits See Index to Exhibits (attached hereto).
The Company will provide without charge to any person, upon the written
request of such person, a copy of any of the Exhibits to this Form
10-K.
49
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
By: /S/ RODERICK R. BATY
---------------------------------------
Roderick R. Baty
Chairman and Director
Dated: March 29, 2002
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Name and Signature Title Date
------------------ ----- ----
Chairman, Chief Executive Officer,
President and Director (Principal
/S/ RODERICK R. BATY Executive Officer) March 29, 2002
------------------------------
Roderick R. Baty
Treasurer, Secretary and Chief
Accounting Officer (Principal
/S/ WILLIAM C. KELLY, JR. Accounting Officer) March 29, 2002
------------------------------
William C. Kelly, Jr.
Vice President - Business Development
and Chief Financial Officer (Principal
/S/ DAVID L. DYCKMAN Financial Officer) March 29, 2002
------------------------------
David L. Dyckman
/S/ RICHARD D. ENNEN Director March 29, 2002
------------------------------
Richard D. Ennen
/S/ MICHAEL D. HUFF Director March 29, 2002
------------------------------
Michael D. Huff
/S/ G. RONALD MORRIS Director March 29, 2002
------------------------------
G. Ronald Morris
/S/ MICHAEL E. WERNER Director March 29, 2002
------------------------------
Michael E. Werner
/S/ STEVEN T. WARSHAW Director March 29, 2002
------------------------------
Steven T. Warshaw
/S/ JAMES L. EARSLEY Director March 29, 2002
------------------------------
James L. Earsley
50
Index to Exhibits
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of KPMG LLP