NN INC
10-Ks and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
June 30, 2018
OR
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number 000-23486
NN, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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62-1096725
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6210 Ardrey Kell Road
Charlotte, North Carolina 28277
(Address of principal executive offices, including zip code)
(980) 264-4300
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
☒
No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
☒
No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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Emerging growth company
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☐
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||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
☒
As of
August 2, 2018
, there were
27,729,375
shares of the registrant’s common stock, par value $0.01 per share, outstanding.
1
NN, Inc.
INDEX
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Item 1.
|
||
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Item 2.
|
||
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Item 3.
|
||
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Item 4.
|
||
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Item 1.
|
||
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Item 1A.
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||
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Item 2.
|
||
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Item 3.
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||
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Item 4.
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||
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Item 5.
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||
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Item 6.
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||
2
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Item 1.
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Financial Statements
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NN, Inc.
(Unaudited)
Amounts in thousands of dollars, except per share data
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||
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2018
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2017
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2018
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2017
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||||||||||||
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Net sales
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$
|
196,349
|
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$
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157,947
|
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$
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365,497
|
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$
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315,502
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||||
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Cost of sales (exclusive of depreciation and amortization shown separately below)
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148,640
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114,514
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275,084
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228,994
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||||||||
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Selling, general and administrative expense
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26,641
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18,004
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48,818
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34,645
|
|
||||||||
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Acquisition related costs excluded from selling, general and administrative expense
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3,437
|
|
—
|
|
5,213
|
|
—
|
|
||||||||
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Depreciation and amortization
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16,258
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|
13,051
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30,539
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25,622
|
|
||||||||
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Other operating expense (income)
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74
|
|
(270
|
)
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96
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(270
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)
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||||||||
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Restructuring and integration expense
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1,591
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6
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2,346
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17
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||||||||
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Income (loss) from operations
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(292
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)
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12,642
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3,401
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26,494
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||||||||
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Interest expense
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15,988
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12,338
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27,984
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27,177
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||||||||
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Loss on extinguishment of debt and write-off of debt issuance costs
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12,938
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39,639
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12,938
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39,639
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||||||||
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Derivative loss on change in interest rate swap fair value
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—
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101
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—
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13
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||||||||
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Other (income) expense, net
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1,887
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285
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1,574
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(437
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)
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||||||||
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Loss from continuing operations before benefit for income taxes and share of net income from joint venture
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(31,105
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)
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(39,721
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)
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(39,095
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)
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(39,898
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)
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||||||||
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Benefit for income taxes
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5,947
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12,103
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7,123
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12,480
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||||||||
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Share of net income from joint venture
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647
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1,244
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1,478
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2,937
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||||||||
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Loss from continuing operations
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(24,511
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)
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(26,374
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)
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(30,494
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)
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(24,481
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)
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||||||||
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Income from discontinued operations, net of tax (Note 2)
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—
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5,236
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—
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10,754
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||||||||
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Net loss
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$
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(24,511
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)
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$
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(21,138
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)
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$
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(30,494
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)
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$
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(13,727
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)
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||||
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Other comprehensive income (loss):
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||||||||||||||
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Foreign currency translation gain (loss)
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$
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(15,781
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)
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$
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9,511
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$
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(10,316
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)
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$
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14,616
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||||
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Other comprehensive income (loss)
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$
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(15,781
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)
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$
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9,511
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$
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(10,316
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)
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$
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14,616
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||||
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Comprehensive income (loss)
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$
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(40,292
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)
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$
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(11,627
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)
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$
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(40,810
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)
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$
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889
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||||
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Basic net loss per share:
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||||||||||||||
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Loss from continuing operations per share
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$
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(0.89
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)
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$
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(0.96
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)
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$
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(1.10
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)
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$
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(0.89
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)
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||||
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Income from discontinued operations per share
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—
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0.19
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—
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0.39
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||||||||
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Net loss per share
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$
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(0.89
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)
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$
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(0.77
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)
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$
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(1.10
|
)
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$
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(0.50
|
)
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||||
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Weighted average shares outstanding
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27,696
|
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27,468
|
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27,632
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27,358
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||||||||
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Diluted net loss per share:
|
|
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||||||||||||||
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Loss from continuing operations per share
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$
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(0.89
|
)
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$
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(0.96
|
)
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$
|
(1.10
|
)
|
$
|
(0.89
|
)
|
||||
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Income from discontinued operations per share
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—
|
|
0.19
|
|
—
|
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0.39
|
|
||||||||
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Net loss per share
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$
|
(0.89
|
)
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$
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(0.77
|
)
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$
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(1.10
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)
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$
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(0.50
|
)
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||||
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Weighted average shares outstanding
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27,696
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27,468
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27,632
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27,358
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||||||||
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Cash dividends per common share
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$
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0.07
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$
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0.07
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$
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0.14
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$
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0.14
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||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
3
NN, Inc.
(Unaudited)
Amounts in thousands of dollars
|
June 30, 2018
|
December 31, 2017
|
|||||||
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Assets
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||||||||
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Current assets:
|
||||||||
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Cash and cash equivalents
|
$
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23,207
|
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$
|
224,446
|
|
||
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Accounts receivable, net
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147,449
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108,446
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||||
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Inventories
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116,136
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82,617
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|
||||
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Income tax receivable
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51,682
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43,253
|
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||||
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Other current assets
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24,494
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|
18,518
|
|
||||
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Total current assets
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362,968
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|
477,280
|
|
||||
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Property, plant and equipment, net
|
334,021
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259,280
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|
||||
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Goodwill
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617,814
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454,612
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|
||||
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Intangible assets, net
|
394,664
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237,702
|
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||||
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Investment in joint venture
|
40,515
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39,822
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|
||||
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Other non-current assets
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11,102
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|
6,307
|
|
||||
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Total assets
|
$
|
1,761,084
|
|
$
|
1,475,003
|
|
||
|
Liabilities and Stockholders’ Equity
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$
|
55,066
|
|
$
|
52,990
|
|
||
|
Accrued salaries, wages and benefits
|
28,429
|
|
21,145
|
|
||||
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Current maturities of long-term debt
|
29,809
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|
17,283
|
|
||||
|
Other current liabilities
|
25,129
|
|
17,003
|
|
||||
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Total current liabilities
|
138,433
|
|
108,421
|
|
||||
|
Deferred tax liabilities
|
117,781
|
|
71,564
|
|
||||
|
Non-current income tax payable
|
5,327
|
|
5,593
|
|
||||
|
Long-term debt, net of current portion
|
1,040,434
|
|
790,805
|
|
||||
|
Other non-current liabilities
|
15,795
|
|
12,516
|
|
||||
|
Total liabilities
|
1,317,770
|
|
988,899
|
|
||||
|
Commitments and contingencies (Note 12)
|
|
|
||||||
|
Total stockholders’ equity
|
443,314
|
|
486,104
|
|
||||
|
Total liabilities and stockholders’ equity
|
$
|
1,761,084
|
|
$
|
1,475,003
|
|
||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
4
NN, Inc.
Condensed Consolidated Statement of Changes in Stockholders’ Equity
(Unaudited)
Amounts in thousands of dollars and shares
|
|
Number
of shares |
Par
value |
Additional
paid in capital |
Retained
earnings |
Accumulated other comprehensive loss
|
Total
|
|||||||||||||||||
|
Balance, December 31, 2017
|
27,572
|
|
$
|
275
|
|
$
|
292,494
|
|
$
|
211,080
|
|
$
|
(17,745
|
)
|
$
|
486,104
|
|
||||||
|
Net loss
|
—
|
|
—
|
|
—
|
|
(30,494
|
)
|
—
|
|
(30,494
|
)
|
|||||||||||
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Dividends declared
|
—
|
|
—
|
|
—
|
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(3,884
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)
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—
|
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(3,884
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)
|
|||||||||||
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Share-based compensation expense
|
165
|
|
2
|
|
2,332
|
|
—
|
|
—
|
|
2,334
|
|
|||||||||||
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Shares issued for option exercises
|
27
|
|
—
|
|
274
|
|
—
|
|
—
|
|
274
|
|
|||||||||||
|
Restricted shares and performance shares forgiven for taxes and forfeited
|
(35
|
)
|
—
|
|
(720
|
)
|
—
|
|
—
|
|
(720
|
)
|
|||||||||||
|
Foreign currency translation gain (loss)
|
—
|
|
—
|
|
—
|
|
—
|
|
(10,316
|
)
|
(10,316
|
)
|
|||||||||||
|
Adoption of new accounting standard (Note 1)
|
—
|
|
—
|
|
—
|
|
16
|
|
—
|
|
16
|
|
|||||||||||
|
Balance, June 30, 2018
|
27,729
|
|
$
|
277
|
|
$
|
294,380
|
|
$
|
176,718
|
|
$
|
(28,061
|
)
|
$
|
443,314
|
|
||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
5
NN, Inc.
(Unaudited)
Amounts in thousands of dollars
|
|
Six Months Ended
June 30, |
||||||||
|
|
2018
|
2017
|
|||||||
|
Cash flows from operating activities
|
|||||||||
|
Net loss
|
$
|
(30,494
|
)
|
$
|
(13,727
|
)
|
|||
|
Adjustments to reconcile net loss to net cash provided by (used by) operating activities:
|
|||||||||
|
Depreciation and amortization of continuing operations
|
30,539
|
|
25,622
|
|
|||||
|
Depreciation and amortization of discontinued operations
|
—
|
|
6,111
|
|
|||||
|
Amortization of debt issuance costs
|
2,313
|
|
2,153
|
|
|||||
|
Loss on extinguishment of debt and write-off of debt issuance costs
|
12,938
|
|
39,639
|
|
|||||
|
Share of net income from joint venture, net of cash dividends received
|
(1,478
|
)
|
(2,937
|
)
|
|||||
|
Compensation expense from issuance of share-based awards
|
2,334
|
|
2,218
|
|
|||||
|
Other
|
180
|
|
102
|
|
|||||
|
Changes in operating assets and liabilities, net of acquisitions:
|
|||||||||
|
Accounts receivable
|
(17,256
|
)
|
(20,062
|
)
|
|||||
|
Inventories
|
(10,742
|
)
|
(5,945
|
)
|
|||||
|
Accounts payable
|
(4,653
|
)
|
1,339
|
|
|||||
|
Income taxes receivable
|
(8,695
|
)
|
(10,612
|
)
|
|||||
|
Other
|
5,589
|
|
(8,136
|
)
|
|||||
|
Net cash provided by (used by) operating activities
|
(19,425
|
)
|
15,765
|
|
|||||
|
Cash flows from investing activities
|
|||||||||
|
Acquisition of property, plant and equipment
|
(28,888
|
)
|
(20,658
|
)
|
|||||
|
Cash paid to acquire businesses, net of cash received
|
(393,481
|
)
|
—
|
|
|||||
|
Other
|
625
|
|
624
|
|
|||||
|
Net cash provided by (used by) investing activities
|
(421,744
|
)
|
(20,034
|
)
|
|||||
|
Cash flows from financing activities
|
|||||||||
|
Cash paid for debt issuance or prepayment costs
|
(16,703
|
)
|
(38,130
|
)
|
|||||
|
Dividends paid
|
(3,854
|
)
|
(3,838
|
)
|
|||||
|
Proceeds from long-term debt
|
270,000
|
|
317,000
|
|
|||||
|
Repayment of long-term debt
|
(16,000
|
)
|
(266,874
|
)
|
|||||
|
Proceeds from (repayments of) short-term debt, net
|
9,703
|
|
(101
|
)
|
|||||
|
Other
|
(2,410
|
)
|
120
|
|
|||||
|
Net cash provided by (used by) financing activities
|
240,736
|
|
8,177
|
|
|||||
|
Effect of exchange rate changes on cash flows
|
(806
|
)
|
853
|
|
|||||
|
Net change in cash and cash equivalents
|
(201,239
|
)
|
4,761
|
|
|||||
|
Cash and cash equivalents at beginning of period
|
224,446
|
|
14,405
|
|
(1)
|
||||
|
Cash and cash equivalents at end of period
|
$
|
23,207
|
|
$
|
19,166
|
|
(2)
|
||
|
(1)
|
Cash and cash equivalents as of
December 31, 2016
, includes
$8.1 million
of cash and cash equivalents that were included in current assets of discontinued operations.
|
|
(2)
|
Cash and cash equivalents as of
June 30, 2017
, includes
$12.1 million
of cash and cash equivalents that were included in current assets of discontinued operations.
|
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
6
NN, Inc.
Notes to Condensed Consolidated Financial Statements
June 30, 2018
(Unaudited)
Amounts in thousands of dollars and shares, except per share data
Note 1
. Interim Financial Statements
Nature of Business
NN, Inc., is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for the medical, aerospace and defense, electrical, automotive and general industrial markets. As used in this Quarterly Report on Form 10-Q, the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc., and its subsidiaries. As of
June 30, 2018
, we had
51
facilities in North America, Europe, South America and China.
In January 2018, we implemented a new enterprise and management structure designed to accelerate growth and further balance our portfolio by aligning our strategic assets and businesses. Our businesses were reorganized into the Mobile Solutions, Power Solutions, and Life Sciences groups and are based principally on the end markets they serve. The Autocam Precision Components Group reported in our historical financial statements was renamed as Mobile Solutions. The Mobile Solutions group is focused on growth in the general industrial and automotive end markets. The Precision Engineered Products Group reported in our historical financial statements was bifurcated into two new groups – Power Solutions and Life Sciences. The Power Solutions group is focused on growth in the electrical and aerospace and defense end markets. The Life Sciences group is focused on growth in the medical end market.
Basis of Presentation
The accompanying condensed consolidated financial statements have not been audited, except that the Condensed Consolidated Balance Sheet as of
December 31, 2017
, was derived from the audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended
December 31, 2017
(the “
2017
Annual Report”), which we filed with the U.S. Securities and Exchange Commission (the “SEC”), on
April 2, 2018
. Certain prior period amounts have been reclassified to conform to the current period’s presentation. Historical periods presented reflect reclassifications to reflect discontinued operations (see
Note 2
). Historical periods also reflect revisions that we disclosed in our
2017
Annual Report (see
Note 17
). In management’s opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary to fairly state our results of operations for the three months and
six
months ended
June 30, 2018
and
2017
; financial position as of
June 30, 2018
, and
December 31, 2017
; and cash flows for the three months and
six
months ended
June 30, 2018
and
2017
, on a basis consistent with our audited consolidated financial statements other than the adoption of new accounting standards, such as revenue recognition. These adjustments are of a normal recurring nature and are, in the opinion of management, necessary to present fairly the Company’s financial position and operating results for the interim periods.
Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted from the interim financial statements presented in this Quarterly Report on Form 10-Q. These unaudited condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and accompanying notes included in the
2017
Annual Report. The results for the three months and
six
months ended
June 30, 2018
, are not necessarily indicative of results for the year ending
December 31, 2018
, or any other future periods.
Except for per share data or as otherwise indicated, all dollar amounts presented in the tables in these
Notes to Condensed Consolidated Financial Statements
are in thousands.
Prior Periods’ Financial Statement Revision
As disclosed in our
2017
Annual Report, we identified various misstatements in our previously issued 2016 and 2015 annual financial statements and interim periods in 2016 and
2017
. These prior period errors related primarily to (i) accounting for income and franchise taxes, (ii) accounting for the gain on the disposition of a business, (iii) accounting for indemnification assets related to a prior acquisition, (iv) accounting for foreign currency transactions, (v) accounting for the translation of foreign subsidiary assets and joint venture, and (vi) other immaterial errors, including errors that had previously been adjusted for as out of period corrections in the periods identified. We assessed the materiality of the misstatements on prior periods’ financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) Topic 1.M,
Materiality,
codified in Accounting
7
Standards Codification (“ASC”) Topic 250,
Accounting Changes and Error Corrections,
(“ASC 250”) and concluded that the misstatements were not material to any prior annual or interim periods.
In accordance with ASC 250 (SAB Topic 1.N,
Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements
), we revised our previously issued 2016 and 2015 annual financial statements in our 2017 Annual Report. Accordingly, in connection with this Quarterly Report, we are revising our
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
and our Condensed Consolidated Statement of Cash Flows, the related notes, and other financial information for the three months and
six
months ended
June 30, 2017
, to correct for those misstatements that impacted such period. We will revise the remaining 2017 previously issued quarterly financial statements in connection with future 2018 filings on our Form 10-Q. Refer to
Note 17
for reconciliations between as originally reported and as revised quarterly amounts.
Accounting Standards Recently Adopted
Revenue Recognition
. On January 1, 2018, we adopted ASC Topic 606,
Revenue from Contracts with Customers
, (“ASC 606”). We adopted ASC 606 utilizing the modified retrospective transition method. Under this transition method, we recognized the cumulative effect of initially applying the new standard as an adjustment to the opening balance of retained earnings as of January 1, 2018, and applied the new standard beginning with the most current period presented to contracts that were not completed at the date of initial application. The adoption adjustment, which was less than
$0.1 million
, represents the net profit on certain contracts that were accounted for on a consignment basis under ASC Topic 605,
Revenue Recognition,
(“ASC 605”) Under ASC 605, a sale was not recognized under these consignment contracts until the inventory was used by our customers. Under the new standard, revenue is recognized earlier since the transfer of control to our customers occurs upon shipment from our facilities as our customers have obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. Comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. We expect the impact of the adoption of the new standard to be immaterial to our results of operations on an ongoing basis. See
Note 13
for the required disclosures related to the impact of adopting ASC 606 and a discussion of our updated policies related to revenue recognition and accounting for costs to obtain and fulfill a customer contract.
Definition of a Business.
In January 2017, the Financial Accounting Standards Board (“FASB”) issued ASU 2017-01,
Business Combinations (Topic 805): Clarifying the Definition of a Business,
which changes the definition of a business. The new guidance requires an entity to first evaluate whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If that threshold is met, the set of assets and activities is not a business. If the threshold is not met, the entity evaluates whether the set meets the definition of a business. The new definition requires a business to include at least one substantive process and narrows the definition of outputs by more closely aligning it with how outputs are described in the new revenue recognition guidance. The new guidance was effective for us beginning on January 1, 2018. We have applied the new definition of a business prospectively to any transactions occurring in 2018 or later. The new guidance will have no effect on our historical financial statements.
Statement of Cash Flows.
In August 2016, the FASB issued ASU 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force)
. This guidance provides clarification on how certain cash receipts and cash payments are presented and classified on the statement of cash flows, with focus on eight specific areas in which cash flows have, in practice, been presented inconsistently. The guidance was effective for NN beginning January 1, 2018, and is required to be adopted using a retrospective approach if practicable.
The new cash flow guidance requires that cash payments for debt prepayment costs be classified as cash outflows for financing activities. We paid
$31.6 million
for debt prepayment costs in April 2017. These debt prepayment costs were previously classified as cash used by operating activities in
2017
. Under the new guidance, these costs are reclassified to cash used by financing activities when these comparable periods are presented in future filings.
The new guidance also requires entities to make an accounting policy election regarding classification of distributions received from equity method investees. Existing guidance does not currently address how an entity should determine which distributions represent returns on versus returns of investment. The lack of specific guidance has resulted in diversity in practice. The two allowable approaches are the “cumulative earnings” approach and the “nature of the distribution” approach, as defined by ASU 2016-15. Upon adoption of the new guidance on January 1, 2018, we utilized the cumulative earnings approach for classifying distributions received from our joint venture investment (see
Note 8
). This policy election is consistent with our historical accounting.
8
Accounting Standards Not Yet Adopted
Leases.
In February 2016, the FASB issued ASU 2016-02,
Leases
. ASU 2016-02 creates Topic 842,
Leases,
in the ASC and supersedes ASC 840,
Leases.
Entities that hold numerous equipment and real estate leases, in particular those with numerous operating leases, will be most affected by the new guidance. The lease accounting standard is effective for NN beginning January 1, 2019, with modified retrospective adoption required and early adoption permitted. The amendments in ASU 2016-02 are expected to impact our balance sheet by adding lease-related assets and liabilities. This may affect compliance with contractual agreements and loan covenants, if not addressed within the credit facility. We have performed inquiries within group locations and compiled information on operating and capital leases. We are using the results of these inquiries and compiled information to evaluate the impacts of the lease accounting standard on our financial position, results of operations, and related disclosures. Upon adoption, we expect to recognize a right-of-use asset and a lease liability for nearly all of our leases that are currently classified as operating leases and are therefore not recorded on the balance sheet. We are in the process of gathering information that will enable us to estimate the amounts of those assets and liabilities.
Goodwill.
In January 2017, the FASB issued ASU 2017-04,
Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,
that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on the current Step 1 test). The standard is effective for us beginning with impairment tests performed on or after January 1, 2020, with early adoption permitted. We are currently evaluating the impact this new guidance is expected to have on our financial position or results of operations and related disclosures.
Effects of Tax Reform in Other Comprehensive Income.
In February 2018, the FASB issued guidance related to the impacts of the Tax Cuts and Jobs Act of 2017 (“Tax Act”). Under existing U.S. GAAP, the effects of changes in tax rates and laws on deferred tax balances are recorded as a component of income tax expense in the period in which the law was enacted. When deferred tax balances related to items originally recorded in accumulated other comprehensive income (“AOCI”) are adjusted, certain tax effects become stranded in AOCI. The FASB issued ASU 2018-02,
Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,
that permits reclassification of certain income tax effects of the Act from AOCI to retained earnings. The guidance also requires certain disclosures about stranded tax effects. ASU 2018-02 is effective for us on January 1, 2019, with early adoption in any period permitted. Entities may adopt the guidance using either at the beginning of the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized. We are in the process of evaluating adoption method and the effects of this new guidance on our financial statements.
Note 2
. Discontinued Operations
On August 17, 2017, we completed the sale of our global precision bearing components business (the “PBC Business”). The PBC Business included all our facilities that were engaged in the production of precision steel balls, steel rollers, and metal retainers and automotive specialty products used primarily in the bearing industry. The sale of the PBC Business furthers management’s long-term strategy to build a diversified industrial business with a comprehensive geographic footprint in attractive high-growth market segments. The PBC Business represented all of the Precision Bearing Components Group reportable segment disclosed in our historical financial statements.
In accordance with ASC 205-20,
Presentation of Financial Statements – Discontinued Operations
, the operating results of the PBC Business for the
six
months ended
June 30, 2017
, are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations, net of tax, as one line item on the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. All historical
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
presented have been revised to reflect this presentation. Accordingly, results of the PBC Business have been excluded from continuing operations and group results for all periods presented in the condensed consolidated financial statements and the accompanying notes unless otherwise stated. The Condensed Consolidated Statement of Cash Flows for the
six
months ended
June 30, 2017
, includes cash flows of the PBC Business in each line item unless otherwise stated.
9
The following table summarizes the major line items included in the results of operations of the discontinued operations.
|
|
Three Months Ended June 30, 2017
|
Six Months Ended
June 30, 2017 |
||||
|
Net sales
|
$
|
67,928
|
|
$
|
136,687
|
|
|
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
51,526
|
|
104,485
|
|
||
|
Selling, general and administrative expense
|
4,768
|
|
9,121
|
|
||
|
Depreciation and amortization
|
3,102
|
|
6,111
|
|
||
|
Restructuring and integration expense
|
300
|
|
429
|
|
||
|
|
||||||
|
Income from operations
|
8,232
|
|
16,541
|
|
||
|
Interest expense (income)
|
71
|
|
188
|
|
||
|
Other expense (income), net
|
20
|
|
18
|
|
||
|
|
||||||
|
Income from discontinued operations before provision for income taxes
|
8,141
|
|
16,335
|
|
||
|
Provision for income taxes
|
2,905
|
|
5,581
|
|
||
|
|
||||||
|
Income from discontinued operations, net of tax
|
$
|
5,236
|
|
$
|
10,754
|
|
|
|
||||||
The following table presents the significant noncash items and cash paid for capital expenditures of discontinued operations.
|
|
Six Months Ended
June 30, 2017 |
||
|
Depreciation and amortization
|
$
|
6,111
|
|
|
Acquisition of property, plant and equipment
|
$
|
5,208
|
|
Note 3
. Acquisitions
Bridgemedica, LLC
On
February 22, 2018
, we completed the acquisition of
100%
of the assets of Bridgemedica, LLC (“Bridgemedica”). For accounting purposes, Bridgemedica meets the definition of a business and has been accounted for as a business combination. Bridgemedica is a medical device company that provides concept to supply solutions through design, development engineering and manufacturing. Operating results of Bridgemedica are reported prospectively in our Life Sciences group after the acquisition date. We have finalized certain working capital adjustments and are in the process of completing the integration of the Bridgemedica business into our operations.
Amounts recorded for preliminary goodwill and intangible assets are disclosed in
Note 6
and
Note 7
, respectively, and are subject to completion of our integration procedures.
Paragon Medical, Inc.
On
May 7, 2018
, we acquired
100%
of the stock of PMG Intermediate Holding Corporation, the parent company of Paragon Medical, Inc. (“Paragon Medical”) for a base purchase price of
$375.0 million
in cash, subject to certain adjustments. After estimated working capital and other closing adjustments, the cash purchase price was approximately
$391.0 million
which included
$13.4 million
in cash acquired.
We paid cash of
$392.2 million
and recorded a receivable of approximately
$1.3 million
in other current assets for the balance. For accounting purposes, Paragon Medical meets the definition of a business and has been accounted for as a business combination. Paragon Medical is a medical device manufacturer which focuses on the orthopedic, case and tray, implant and instrument markets. This acquisition continues our strategic focus to expand our Life Sciences portfolio as well as create a balanced business by diversifying our products and finished device offerings. Operating results of Paragon Medical are reported prospectively from the date of acquisition in our Life Sciences group. We have performed a preliminary assessment of the opening balance sheet and purchase price allocation which is subject to completion of working capital adjustments and fair value estimates. Opening balance sheet deferred taxes have been recorded based on estimates made as of the acquisition date as well as information currently available to management. As estimates are refined and additional information is received throughout the measurement period, adjustments to opening deferred taxes will be recorded with an offsetting adjustment to goodwill.
We incurred new debt in connection with the Paragon Medical acquisition as described in
Note 10
.
10
The following table summarizes the preliminary purchase price allocation for the Paragon Medical acquisition.
|
Fair value of assets acquired and liabilities assumed
|
May 7, 2018
|
||
|
Cash and cash equivalents
|
$
|
13,418
|
|
|
Accounts receivable
|
22,853
|
|
|
|
Inventories
|
23,606
|
|
|
|
Other current assets
|
937
|
|
|
|
Property, plant and equipment
|
69,322
|
|
|
|
Intangible assets subject to amortization
|
164,200
|
|
|
|
Other non-current assets
|
3,304
|
|
|
|
Goodwill
|
157,421
|
|
|
|
Total assets acquired
|
$
|
455,061
|
|
|
Current liabilities
|
$
|
16,767
|
|
|
Deferred tax liability
|
46,713
|
|
|
|
Other non-current liabilities
|
620
|
|
|
|
Total liabilities assumed
|
$
|
64,100
|
|
|
Net assets acquired
|
$
|
390,961
|
|
A combination of income, market, and cost approaches were used for the valuation where appropriate, depending on the asset or liability being valued. Valuation inputs in these models and analyses gave consideration to market participant assumptions. Acquired intangible assets are primarily customer relationships. As of
June 30, 2018
, intangible assets in connection with Paragon Medical were
$163.3 million
after post-acquisition amortization.
In connection with the Paragon Medical acquisition, we recorded goodwill, which represents the excess of the purchase price over the estimated fair value of tangible and intangible assets acquired, net of liabilities assumed. As of
June 30, 2018
, goodwill in connection with Paragon Medical was approximately
$155.6 million
after post-acquisition currency impacts. The goodwill is attributed primarily to Paragon Medical as a going concern, the assembled workforce, and the fair value of expected cost synergies, and revenue growth from combining the NN and Paragon Medical life sciences businesses. The going concern element represents the ability to earn a higher return on the combined assembled collection of assets and businesses of Paragon Medical than if those assets and businesses were to be acquired and managed separately. Approximately
$2.8 million
of the goodwill relates to prior asset acquisitions by Paragon Medical and is expected to be deducted for tax purposes.
Property, plant and equipment acquired primarily included machinery and equipment for use in manufacturing operations. Additionally, manufacturing sites and related facilities, including leasehold improvements, were acquired. We have performed a preliminary assessment of the fair value of property, plant and equipment using both the cost approach and the market approach. The preliminary assessment was supported where available by observable market data which includes consideration of obsolescence. We have performed a preliminary assessment of the fair value of intangible assets using the income approach, supported by market data, by using the relief from royalty and multi-period excess earnings methods.
We incurred approximately
$4.9 million
in acquisition related costs with respect to Paragon Medical during the
six months ended June 30, 2018
. Transaction costs were expensed as incurred and are included in the “
Acquisition related costs excluded from selling, general and administrative expense
” line item in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. We expensed
$12.9 million
of financing costs related to the Paragon Medical acquisition during the
six months ended June 30, 2018
, which are included in the "
Loss on extinguishment of debt and write-off of debt issuance costs
" line item in the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. As required by the acquisition method of accounting, acquired inventories were recorded at their estimated fair value. Beginning
May 7, 2018
, our consolidated results of operations include the results of Paragon Medical. Since the date of the acquisition, net sales of
$27.1 million
and income from operations of
$1.7 million
has been included in our condensed consolidated financial statements.
The unaudited pro forma financial results shown in the table below for the
three and six
months ended
June 30, 2018
and
2017
, combine the consolidated results of NN and Paragon Medical giving effect to the Paragon Medical acquisition as if it had been completed on
January 1, 2017
, the beginning of the comparable prior annual reporting period presented. The unaudited pro forma financial results do not give effect to any of our other acquisitions that occurred after
January 1, 2017
, and do not include any anticipated synergies or other assumed benefits of the Paragon Medical acquisition. This unaudited pro forma financial
11
information is presented for informational purposes only and is not indicative of future operations or results had the Paragon Medical acquisition been completed as of
January 1, 2017
.
The unaudited pro forma financial results include certain adjustments for additional depreciation and amortization expense based upon the fair value step-up and estimated useful lives of Paragon Medical depreciable fixed assets and definite-life amortizable assets acquired. The provision for income taxes has also been adjusted for all periods, based upon the foregoing adjustments to historical results. The impact of adopting ASC 606 has been included based on an adoption date of
January 1, 2018
.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Pro forma net sales
|
$
|
210,902
|
|
$
|
193,578
|
|
$
|
420,731
|
|
$
|
384,846
|
|
|||
|
Pro forma income (loss) from continuing operations
|
$
|
(12,017
|
)
|
$
|
(29,092
|
)
|
$
|
(20,078
|
)
|
$
|
(44,238
|
)
|
|||
|
Pro forma net income (loss)
|
$
|
(12,017
|
)
|
$
|
(23,856
|
)
|
$
|
(20,078
|
)
|
$
|
(33,484
|
)
|
|||
|
Basic income (loss) from continuing operations per share
|
$
|
(0.43
|
)
|
$
|
(1.06
|
)
|
$
|
(0.73
|
)
|
$
|
(1.62
|
)
|
|||
|
Diluted income (loss) from continuing operations per share
|
$
|
(0.43
|
)
|
$
|
(1.06
|
)
|
$
|
(0.73
|
)
|
$
|
(1.62
|
)
|
|||
Unaudited pro forma results for the
six months ended June 30, 2017
, include
$14.8 million
of inventory fair value adjustments, financing, integration, and transaction costs, net of tax, directly attributable to the acquisition which will not have an ongoing impact.
No
such costs are present in the unaudited pro forma results for the three months ended
June 30, 2017
.
We determined our reportable segments under the provisions of U.S. GAAP related to disclosures about segments of an enterprise. Management has concluded that Mobile Solutions, Power Solutions, and Life Sciences each constitutes an operating segment as each engages in business activities for which it earns revenues and incurs expenses for which separate financial information is available, and this is the level at which the Chief Operating Decision Maker (“CODM”) reviews discrete financial information for purposes of allocating resources and assessing performance. In making this determination, management considered the form and content of the financial information that is regularly reviewed by the CODM. As described in
Note 1
, in January 2018, we implemented a new enterprise and management structure and reorganized our businesses into the Mobile Solutions, Power Solutions and Life Sciences groups based principally on the end markets they serve. In the first quarter of 2018, we began reporting our financial results based on these new reportable segments. Prior year amounts have been restated to conform to the current year presentation.
Mobile Solutions
Mobile Solutions is focused on growth in the general industrial and automotive end markets.
We have developed an expertise in manufacturing highly complex, system critical components for fuel systems, engines and transmissions, power steering systems and electromechanical motors on a high-volume basis. This expertise has been gained through investment in technical capabilities, processes and systems, and skilled program management and product launch capabilities.
Power Solutions
Power Solutions is focused on growth in the electrical, and aerospace and defense end markets. Within this group we combine materials science expertise with advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies and finished devices used in applications ranging from power control to flight control and for military devices.
We manufacture a variety of products including electrical contacts, connectors, contact assemblies and precision stampings for the electrical end market and high precision products for the aerospace and defense end markets utilizing our extensive process technologies for optical grade plastics, thermally conductive plastics, titanium, Inconel, magnesium and electroplating.
12
Life Sciences
Life Sciences is focused on growth in the medical end market. Within this group we combine advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies and finished devices.
We manufacture a variety of components, assemblies and instruments, such as surgical knives, bioresorbable implants, surgical staples, cases and trays, orthopedic implants and tools, laparoscopic devices, and drug delivery devices for the medical and life sciences end market.
Segment Results
The following table presents results of continuing operations for each reportable segment.
|
Mobile
Solutions
|
Power
Solutions
|
Life
Sciences
|
Corporate
and
Consolidations
|
Total
Continuing
Operations
|
||||||||||||||||||
|
Three Months Ended June 30, 2018
|
||||||||||||||||||||||
|
Net sales
|
$
|
88,079
|
|
$
|
49,820
|
|
$
|
59,153
|
|
$
|
(703
|
)
|
(a)
|
$
|
196,349
|
|
||||||
|
Income (loss) from operations
|
$
|
7,380
|
|
$
|
6,000
|
|
$
|
2,041
|
|
$
|
(15,713
|
)
|
$
|
(292
|
)
|
|||||||
|
Interest expense
|
(15,988
|
)
|
||||||||||||||||||||
|
Other
|
(14,825
|
)
|
||||||||||||||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
$
|
(31,105
|
)
|
|||||||||||||||||||
|
Six Months Ended June 30, 2018
|
|
|
|
|
|
|
||||||||||||||||
|
Net sales
|
$
|
177,873
|
|
$
|
98,502
|
|
$
|
90,353
|
|
$
|
(1,231
|
)
|
(a)
|
$
|
365,497
|
|
||||||
|
Income (loss) from operations
|
$
|
17,165
|
|
$
|
11,233
|
|
$
|
6,245
|
|
$
|
(31,242
|
)
|
|
$
|
3,401
|
|
||||||
|
Interest expense
|
|
|
|
|
|
(27,984
|
)
|
|||||||||||||||
|
Other
|
|
|
|
|
|
(14,512
|
)
|
|||||||||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
$
|
(39,095
|
)
|
|||||||||||||||||||
|
Three Months Ended June 30, 2017
|
||||||||||||||||||||||
|
Net sales
|
$
|
86,658
|
|
$
|
48,734
|
|
$
|
23,114
|
|
$
|
(559
|
)
|
$
|
157,947
|
|
|||||||
|
Income (loss) from operations
|
$
|
10,688
|
|
$
|
6,819
|
|
$
|
3,798
|
|
$
|
(8,663
|
)
|
$
|
12,642
|
|
|||||||
|
Interest expense
|
(12,338
|
)
|
||||||||||||||||||||
|
Other
|
(40,025
|
)
|
||||||||||||||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
$
|
(39,721
|
)
|
|||||||||||||||||||
|
Six Months Ended June 30, 2017
|
|
|
|
|
|
|
||||||||||||||||
|
Net sales
|
$
|
173,104
|
|
$
|
97,158
|
|
$
|
46,243
|
|
$
|
(1,003
|
)
|
|
$
|
315,502
|
|
||||||
|
Income (loss) from operations
|
$
|
21,289
|
|
$
|
13,614
|
|
$
|
7,420
|
|
$
|
(15,829
|
)
|
|
$
|
26,494
|
|
||||||
|
Interest expense
|
|
|
|
|
|
(27,177
|
)
|
|||||||||||||||
|
Other
|
|
|
|
|
|
(39,215
|
)
|
|||||||||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
$
|
(39,898
|
)
|
|||||||||||||||||||
|
(a)
|
Includes eliminations of intersegment transactions occurring during the ordinary course of business.
|
|
|
Total Assets as of
|
|||||||
|
|
June 30, 2018
|
December 31, 2017
|
||||||
|
Mobile Solutions
|
$
|
446,111
|
|
$
|
428,321
|
|
||
|
Power Solutions
|
390,656
|
|
383,063
|
|
||||
|
Life Sciences
|
811,299
|
|
355,703
|
|
||||
|
Corporate and Consolidations
|
113,018
|
|
307,916
|
|
||||
|
Total Continuing Operations
|
$
|
1,761,084
|
|
$
|
1,475,003
|
|
||
13
The Paragon Medical business acquired on May 7, 2018, contributed
$27.1 million
to net sales and
$1.7 million
to income from operations in the Life Sciences group after the acquisition date through
June 30, 2018
. The Bridgemedica business acquired on February 22, 2018, contributed
$3.6 million
to net sales and
less than $0.1 million
to income from operations in the Life Sciences group after the acquisition date through
June 30, 2018
.
Inventories are comprised of the following amounts:
|
June 30, 2018
|
December 31, 2017
|
|||||||
|
Raw materials
|
$
|
48,895
|
|
$
|
37,337
|
|
||
|
Work in process
|
42,311
|
|
27,669
|
|
||||
|
Finished goods
|
24,930
|
|
17,611
|
|
||||
|
Inventories
|
$
|
116,136
|
|
$
|
82,617
|
|
||
Note 6
. Goodwill
The following table shows changes in the carrying amount of goodwill.
|
Mobile
Solutions
|
Power
Solutions
|
Life
Sciences
|
Total
|
|||||||||||||
|
Balance as of December 31, 2017
|
$
|
74,147
|
|
$
|
201,881
|
|
$
|
178,584
|
|
$
|
454,612
|
|
||||
|
Currency impacts
|
(439
|
)
|
(384
|
)
|
(1,847
|
)
|
(2,670
|
)
|
||||||||
|
Goodwill acquired in acquisitions
|
—
|
|
—
|
|
165,454
|
|
165,454
|
|
||||||||
|
Adjustments to goodwill
|
—
|
|
—
|
|
418
|
|
418
|
|
||||||||
|
Balance as of June 30, 2018
|
$
|
73,708
|
|
$
|
201,497
|
|
$
|
342,609
|
|
$
|
617,814
|
|
||||
The goodwill acquired in
2018
is related to the Paragon Medical and Bridgemedica acquisitions as described in
Note 3
and is derived from the value of the businesses acquired. We recorded
$157.4 million
of goodwill related to the Paragon Medical acquisition and
$8.0 million
of goodwill related to the Bridgemedica acquisition during the
six months ended June 30, 2018
. We are in the process of analyzing the opening balance sheets and purchase price allocations for these acquisitions. The preliminary fair value of the businesses acquired was based on management business plans and future performance estimates which are subject to a high degree of management judgment and complexity. Actual results may differ from these projections and the differences may be material, leading to measurement period adjustments of this goodwill.
In the first quarter of
2018
, as a result of the changes in our organizational and management structure, goodwill was reassigned to operating segments using a relative fair value allocation. For further information on the organizational changes, see
Note 1
.
Note 7
. Intangible Assets, Net
The following table shows changes in the carrying amount of intangible assets, net.
|
Mobile
Solutions
|
Power
Solutions
|
Life
Sciences
|
Total
|
|||||||||||||
|
Balance as of December 31, 2017
|
$
|
39,446
|
|
$
|
105,030
|
|
$
|
93,226
|
|
$
|
237,702
|
|
||||
|
Amortization
|
(1,770
|
)
|
(5,725
|
)
|
(5,490
|
)
|
(12,985
|
)
|
||||||||
|
Currency impacts
|
(18
|
)
|
52
|
|
—
|
|
34
|
|
||||||||
|
Intangible assets acquired in acquisitions
|
—
|
|
—
|
|
169,913
|
|
169,913
|
|
||||||||
|
Balance as of June 30, 2018
|
$
|
37,658
|
|
$
|
99,357
|
|
$
|
257,649
|
|
$
|
394,664
|
|
||||
14
The following table shows the nature and preliminary weighted average estimated useful lives of intangible assets acquired during the
six months ended June 30, 2018
. Actual results may differ from these projections and the differences may be material, leading to measurement period adjustments of these intangible assets.
|
Gross Carrying Value as of Acquisition Date
|
Weighted Average Estimated Useful Life in Years
|
|||||
|
Customer relationships
|
$
|
144,900
|
|
20
|
||
|
Trademark and trade name
|
15,400
|
|
29
|
|||
|
Other
|
9,613
|
|
1
|
|||
|
Total intangible assets acquired in current year
|
$
|
169,913
|
|
19
|
||
As of
January 1, 2018
, as a result of the changes in our organizational and management structure, intangible assets were reassigned to operating segments using a relative fair value allocation. For further information on the organizational changes, see
Note 1
.
Note 8
. Investment in Joint Venture
We own a
49%
investment in a joint venture located in Wuxi, China, called Wuxi Weifu Autocam Precision Machinery Company, Ltd. (the “JV”). The JV is jointly controlled and managed, and we account for it under the equity method.
The following table summarizes activity related to our investment in the JV.
|
Balance as of December 31, 2017
|
$
|
39,822
|
|
|
Share of cumulative earnings
|
1,718
|
|
|
|
Accretion of basis difference from purchase accounting
|
(240
|
)
|
|
|
Foreign currency translation loss
|
(785
|
)
|
|
|
Balance as of June 30, 2018
|
$
|
40,515
|
|
We recognized sales to the JV of
$0.2 million
and approximately
$0.1 million
during the
six
months ended
June 30, 2018
and
2017
, respectively.
The following tables show selected financial data of the JV.
|
June 30, 2018
|
December 31, 2017
|
|||||||
|
Current assets
|
$
|
52,856
|
|
$
|
47,600
|
|
||
|
Non-current assets
|
33,985
|
|
24,763
|
|
||||
|
Total assets
|
$
|
86,841
|
|
$
|
72,363
|
|
||
|
Current liabilities
|
$
|
38,109
|
|
$
|
26,165
|
|
||
|
Total liabilities
|
$
|
38,109
|
|
$
|
26,165
|
|
||
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Net sales
|
$
|
18,111
|
|
$
|
17,473
|
|
$
|
36,114
|
|
$
|
36,584
|
|
||||
|
Cost of sales
|
$
|
15,537
|
|
$
|
13,724
|
|
$
|
30,684
|
|
$
|
28,160
|
|
||||
|
Income from operations
|
$
|
2,157
|
|
$
|
3,385
|
|
$
|
4,665
|
|
$
|
7,796
|
|
||||
|
Net income
|
$
|
1,552
|
|
$
|
2,770
|
|
$
|
3,504
|
|
$
|
6,459
|
|
||||
15
Note 9
. Income Taxes
On December 22, 2017, the U. S. government enacted comprehensive tax legislation. The Tax Act reduces the maximum U.S. federal corporate income tax rate from
35%
to
21%
and creates new taxes on certain foreign sourced earnings. In response to the Tax Act, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) which allows issuers to recognize provisional estimates of the impact of the Tax Act in their financial statements, or in circumstances where estimates cannot be made, to disclose and recognize at a later date.
For the year ended
December 31, 2017
, we included in our financial statements provisional charges for the revaluation of our net domestic deferred tax assets and a one-time charge for the deemed repatriation of historic unremitted earnings. During the
six
months ended
June 30, 2018
, there were no additional changes to the provisional amounts recorded as of
December 31, 2017
. The accounting is expected to be completed and disclosed within the one-year measurement period as allowed by SAB 118.
Our effective tax rate from continuing operations was
19.1%
and
18.2%
for the three months and
six
months ended
June 30, 2018
, respectively, and
30.5%
and
31.3%
for the three months and
six
months ended
June 30, 2017
, respectively. Our 2018 effective tax rates differ from the U.S. federal statutory tax rate of
21%
due to permanent differences including certain provisions of the Tax Act, specifically the base-broadening provision which imposed a new minimum tax on global intangible low-tax income (“GILTI”). Our 2017 effective tax rates differ from the U.S. federal statutory tax rate of
34%
due primarily to earnings outside the U.S. which were taxed at rates lower than the U.S. federal statutory rate.
During the
six
months ended
June 30, 2018
, we finalized our accounting policy decision with respect to the new GILTI tax rules and have concluded that GILTI will be treated as a periodic charge in the year in which it arises. Therefore, we will not record deferred taxes for the basis associated with GILTI earnings.
During the third quarter of 2017, the Internal Revenue Service commenced an examination of the federal tax return for the pre-acquisition period of January 1, 2015, through October 19, 2015, for Precision Engineered Products Holdings, LLC, our wholly-owned subsidiary. The examination is ongoing as of
June 30, 2018
.
Note 10
. Debt
The following table presents debt balances as of
June 30, 2018
, and
December 31, 2017
.
|
June 30, 2018
|
December 31, 2017
|
|||||||
|
$545.0 million Senior Secured Term Loan B (“Senior Secured Term Loan”) bearing interest at the greater of 0.75% or one-month LIBOR (2.09% at June 30, 2018), plus an applicable margin of 3.75% at June 30, 2018, expiring October 19, 2022
|
$
|
534,250
|
|
$
|
534,250
|
|
||
|
$300.0 million Incremental Term Loan (“Incremental Term Loan”) bearing interest at one-month LIBOR (2.09% at June 30, 2018), plus an applicable margin of 3.25% at June 30, 2018, expiring April 3, 2021
|
285,000
|
|
291,000
|
|
||||
|
$143.0 million Senior Secured Revolver (“Senior Secured Revolver”) bearing interest at one-month LIBOR (2.09% at June 30, 2018) plus an applicable margin of 3.5% at June 30, 2018, expiring October 19, 2020
|
67,962
|
|
—
|
|
||||
|
$200.0 million Second Lien Facility ("Second Lien") bearing interest at one-month LIBOR (2.09% at June 30, 2018), plus an applicable margin of 8.0% at June 30, 2018, expiring April 19, 2023
|
200,000
|
|
—
|
|
||||
|
International lines of credit and other loans
|
4,962
|
|
3,315
|
|
||||
|
Total
|
1,092,174
|
|
828,565
|
|
||||
|
Less current maturities of long-term debt
|
29,809
|
|
17,283
|
|
||||
|
Principal, net of current portion
|
1,062,365
|
|
811,282
|
|
||||
|
Less unamortized debt issuance costs
|
21,931
|
|
20,477
|
|
||||
|
Long-term debt, net of current portion
|
$
|
1,040,434
|
|
$
|
790,805
|
|
||
We capitalized interest costs amounting to
$0.3 million
and
$0.3 million
in the three months ended
June 30, 2018
and
2017
, and
$0.5 million
and
$0.6 million
in the
six
months ended
June 30, 2018
and
2017
, related to construction in progress.
Collectively, our Senior Secured Term Loan, Incremental Term Loan, and Senior Secured Revolver comprise our credit facility. Our credit facility is subject to certain financial covenants based on a consolidated net leverage ratio, as defined in the credit
16
facility agreement. The financial covenants are effective when we have outstanding amounts drawn on our Senior Secured Revolver on the last day of any fiscal quarter and become more restrictive over time. We had
$68.0 million
outstanding balance on the Senior Secured Revolver as of
June 30, 2018
, and were in compliance with all covenants under our credit facility and expect to be in compliance with all covenants through
June 30,
2019
.
Second Lien Credit Agreement
In connection with the Paragon Medical acquisition, we, certain of our subsidiaries named therein, SunTrust Bank, as Administrative Agent, SunTrust Robinson Humphrey, Inc. as Lead Arranger and Bookrunner, and the lenders named therein entered into a Second Lien Credit Agreement (the “Second Lien Credit Agreement”) pursuant to which SunTrust and the other lenders extended to us a
$200.0 million
secured second lien term loan facility (the “Second Lien Facility”). We utilized the net proceeds from the Second Lien Facility, together with cash on hand, to pay the Paragon Medical purchase price and fees and expenses related to the acquisition. The Second Lien Facility is collateralized by all of our assets. The Second Lien Facility matures on
April 19, 2023
, and bears interest at either (i) a base rate, plus an applicable margin, or (ii) the greater of the London Interbank Offered Rate (“LIBOR”) or
1.00%
, plus an applicable margin. The initial applicable margin for all borrowings under the Second Lien Facility is 7.00% per annum with respect to base rate borrowings and
8.00%
per annum with respect to LIBOR borrowings.
We may voluntarily prepay outstanding loans under the Second Lien Facility, in whole or in part without premium or penalty at any time on or after May 7, 2020. We are subject to a prepayment penalty of 2% of the amount of such loans that we prepay before May 7, 2019. If we prepay any outstanding loans after May 7, 2019, but prior to May 7, 2020, we are subject to a prepayment penalty of 1% of the amount prepaid. The Second Lien Credit Agreement requires us to prepay outstanding loans, subject to certain exceptions, with: (i) a variable percentage of excess cash flow; (ii) 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of property, and 100% of the net cash proceeds from certain insurance and condemnation events with respect to our assets, subject to customary thresholds and reinvestment rights; and (iii) 100% of the net cash proceeds from the issuance or incurrence of debt obligations for borrowed money not permitted by the Second Lien Credit Agreement.
Amendment to Credit Facility
On May 7, 2018, we entered into an amendment to our existing credit facility to permit the Paragon Medical acquisition, to permit the Second Lien Credit Agreement, and to amend certain covenants. We paid
$16.7 million
of debt issuance costs related to the amendment. A total of
$12.9 million
is included in the "
Loss on extinguishment of debt and write-off of debt issuance costs
" line on the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. The remaining
$3.8 million
is capitalized as a reduction of long-term debt.
17
Note 11
. Restructuring and Integration
The following table summarizes restructuring and integration charges incurred for the three months and
six
months ended
June 30, 2018
and
2017
.
|
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||
|
|
Mobile
Solutions
|
Power
Solutions
|
Life
Sciences
|
Corporate and
Consolidations
|
Total
|
|||||||||||||||
|
Severance and other employee costs
|
$
|
—
|
|
$
|
—
|
|
$
|
1,596
|
|
$
|
—
|
|
$
|
1,596
|
|
|||||
|
Other
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
||||||||||
|
Total
|
$
|
(5
|
)
|
$
|
—
|
|
$
|
1,596
|
|
$
|
—
|
|
$
|
1,591
|
|
|||||
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
Mobile
Solutions |
Power
Solutions |
Life
Sciences |
Corporate and
Consolidations |
Total
|
||||||||||||||||
|
Severance and other employee costs
|
$
|
—
|
|
$
|
—
|
|
$
|
1,596
|
|
$
|
728
|
|
$
|
2,324
|
|
|||||
|
Other
|
22
|
|
—
|
|
—
|
|
—
|
|
22
|
|
||||||||||
|
Total
|
$
|
22
|
|
$
|
—
|
|
$
|
1,596
|
|
$
|
728
|
|
$
|
2,346
|
|
|||||
|
|
Three Months Ended June 30, 2017
|
|||||||||||||||||||
|
|
Mobile
Solutions
|
Power
Solutions
|
Life
Sciences
|
Corporate and
Consolidations
|
Total
|
|||||||||||||||
|
Severance and other employee costs
|
$
|
6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
|||||
|
Total
|
$
|
6
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
|||||
|
Six Months Ended June 30, 2017
|
||||||||||||||||||||
|
Mobile
Solutions |
Power
Solutions |
Life
Sciences |
Corporate and
Consolidations |
Total
|
||||||||||||||||
|
Severance and other employee costs
|
$
|
17
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
17
|
|
|||||
|
Total
|
$
|
17
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
17
|
|
|||||
The following table summarizes restructuring and integration reserve activity for the
six
months ended
June 30, 2018
.
|
Reserve
Balance as of December 31, 2017 |
Charges
|
Non-cash
Adjustments
|
Cash
Reductions
|
Reserve
Balance as of June 30, 2018 |
||||||||||||||||
|
Severance and other employee costs
|
$
|
—
|
|
$
|
2,324
|
|
$
|
—
|
|
$
|
(252
|
)
|
$
|
2,072
|
|
|||||
|
Site closure and other associated costs
|
1,099
|
|
22
|
|
(61
|
)
|
(740
|
)
|
320
|
|
||||||||||
|
Total
|
$
|
1,099
|
|
$
|
2,346
|
|
$
|
(61
|
)
|
$
|
(992
|
)
|
$
|
2,392
|
|
|||||
We recognized severance costs of
$0.7 million
in the
six
months ended
June 30, 2018
, at corporate headquarters related to the restructuring of our former Precision Engineered Products Group to form the Power Solutions and Life Sciences groups effective January 2, 2018.
We recognized severance costs of
$1.6 million
in the
six months ended June 30, 2018
, in our Life Sciences group related to the integration of Paragon Medical into our existing business after the acquisition.
The amount accrued for restructuring and integration costs represents what we expect to pay over the next
2.7
years. We expect to pay $
1.1 million
within the next twelve months.
18
Note 12
. Commitments and Contingencies
Brazil ICMS Tax Matter
Prior to the acquisition of Autocam Corporation in 2014 (“Autocam”), Autocam’s Brazilian subsidiary received notification from the Brazilian tax authorities regarding ICMS (state value added tax or VAT) tax credits claimed on intermediary materials (tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing processes. Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process.
We believe that we have substantial legal and factual defenses, and we plan to defend our interests in this matter vigorously. While we believe a loss is not probable, we estimate the range of possible losses related to this assessment is from
$0
to
$6.0 million
.
No
amount was accrued at
June 30, 2018
, for this matter. There was
no
material change in the status of this matter from
December 31, 2017
, to
June 30, 2018
.
We are entitled to indemnification from the former shareholders of Autocam, subject to the limitations and procedures set forth in the agreement and plan of merger relating to the Autocam acquisition. Management believes the indemnification would include amounts owed for the tax, interest and penalties related to this matter.
All Other Legal Matters
All other legal proceedings are of an ordinary and routine nature and are incidental to our operations. Management believes that such proceedings should not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations or cash flows. In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes.
Note 13
. Revenue from Contracts with Customers
We adopted ASC 606 on January 1, 2018, using the modified retrospective transition method for all contracts not completed as of the date of adoption. The reported results for
2018
reflect the application of ASC 606 while the reported results for
2017
were prepared under the guidance of ASC 605. The adoption of ASC 606 represents a change in accounting principle that will more closely align revenue recognition with the delivery of our goods and will provide financial statement readers with enhanced disclosures. In accordance with ASC 606, revenue is recognized when a customer obtains control of promised goods in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods. To the extent that transaction price includes variable consideration, we estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.
Revenue is recognized when control of the good or service is transferred to the customer either at a point in time or, in limited circumstances, as our services are rendered over time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or services.
19
The following tables summarize sales to external customers by major source.
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||
|
Mobile
Solutions |
Power
Solutions |
Life
Sciences |
Intersegment
Sales Eliminations |
Total
|
||||||||||||||||
|
United States
|
$
|
97,797
|
|
$
|
82,052
|
|
$
|
78,994
|
|
$
|
(1,231
|
)
|
$
|
257,612
|
|
|||||
|
China
|
23,162
|
|
2,444
|
|
1,438
|
|
—
|
|
27,044
|
|
||||||||||
|
Mexico
|
14,472
|
|
6,545
|
|
339
|
|
—
|
|
21,356
|
|
||||||||||
|
Brazil
|
19,522
|
|
50
|
|
29
|
|
—
|
|
19,601
|
|
||||||||||
|
Poland
|
3,971
|
|
18
|
|
1
|
|
—
|
|
3,990
|
|
||||||||||
|
Czech Republic
|
3,371
|
|
—
|
|
—
|
|
—
|
|
3,371
|
|
||||||||||
|
Italy
|
3,139
|
|
109
|
|
137
|
|
—
|
|
3,385
|
|
||||||||||
|
Germany
|
3,085
|
|
7
|
|
3,817
|
|
—
|
|
6,909
|
|
||||||||||
|
Switzerland
|
2,700
|
|
29
|
|
1,720
|
|
—
|
|
4,449
|
|
||||||||||
|
Netherlands
|
—
|
|
1,907
|
|
—
|
|
—
|
|
1,907
|
|
||||||||||
|
Other
|
6,654
|
|
5,341
|
|
3,878
|
|
—
|
|
15,873
|
|
||||||||||
|
Total net sales
|
$
|
177,873
|
|
$
|
98,502
|
|
$
|
90,353
|
|
$
|
(1,231
|
)
|
$
|
365,497
|
|
|||||
|
|
Three Months Ended June 30, 2018
|
|||||||||||||||||||
|
|
Mobile
Solutions
|
Power
Solutions
|
Life
Sciences
|
Intersegment
Sales
Eliminations
|
Total
|
|||||||||||||||
|
United States
|
$
|
48,142
|
|
$
|
41,924
|
|
$
|
48,441
|
|
$
|
(703
|
)
|
$
|
137,804
|
|
|||||
|
China
|
11,581
|
|
959
|
|
1,312
|
|
—
|
|
13,852
|
|
||||||||||
|
Mexico
|
7,236
|
|
3,348
|
|
167
|
|
—
|
|
10,751
|
|
||||||||||
|
Brazil
|
9,637
|
|
—
|
|
29
|
|
—
|
|
9,666
|
|
||||||||||
|
Poland
|
1,919
|
|
4
|
|
1
|
|
—
|
|
1,924
|
|
||||||||||
|
Czech Republic
|
1,561
|
|
—
|
|
—
|
|
—
|
|
1,561
|
|
||||||||||
|
Italy
|
1,562
|
|
11
|
|
137
|
|
—
|
|
1,710
|
|
||||||||||
|
Germany
|
1,551
|
|
—
|
|
3,816
|
|
—
|
|
5,367
|
|
||||||||||
|
Switzerland
|
1,294
|
|
29
|
|
1,720
|
|
—
|
|
3,043
|
|
||||||||||
|
Netherlands
|
—
|
|
933
|
|
—
|
|
—
|
|
933
|
|
||||||||||
|
Other
|
3,596
|
|
2,612
|
|
3,530
|
|
—
|
|
9,738
|
|
||||||||||
|
Total net sales
|
$
|
88,079
|
|
$
|
49,820
|
|
$
|
59,153
|
|
$
|
(703
|
)
|
$
|
196,349
|
|
|||||
Product Sales
We generally transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer, at a point in time, as this is when our customer obtains the ability to direct use of, and obtain substantially all of the remaining benefits from, the goods. We have elected to recognize the cost for freight and shipping when control over products has transferred to the customer as a component of cost of sales.
We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus-margin approach when an observable price is not available. The expected duration of our contracts is less than one year, and we have elected to apply the practical expedient that allows entities to disregard the effects of financing when the contract length is less than one year. The amount of consideration we receive and the revenue we recognize varies with volume rebates and incentives we offer to our customers. We estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.
We have utilized certain practical expedients allowed by the new standard. We intend to utilize the portfolio approach practical expedient to evaluate sales-related discounts on a portfolio basis to contracts with similar characteristics. The effect on our
20
financial statements of applying the portfolio approach would not differ materially from applying the new standard to individual contracts.
We give our customers the right to return only defective products in exchange for functioning products or rework of the product. These transactions are evaluated and accounted for under ASC Topic 460,
Guarantees,
and we estimate the impact to the transaction price based on an analysis of historical experience.
Other Sources of Revenue
We provide pre-production activities related to engineering efforts to develop molds, dies and machines that are owned by our customers. We may receive advance payments from customers which are deferred until satisfying our performance obligations by compliance with customer-specified milestones, recognizing revenue at a point in time. These contracts generally have an original expected duration of less than one year.
The following table provides information about contract liabilities from contracts with customers.
|
|
Deferred
Revenue
|
||
|
Balance at January 1, 2018
|
$
|
2,124
|
|
|
Balance at June 30, 2018
|
$
|
3,372
|
|
The timing of revenue recognition, billings and cash collections results in billed accounts receivable and customer advances and deposits (contract liability) on the Condensed Consolidated Balance Sheet. These contract liabilities are reported on the Condensed Consolidated Balance Sheet on a contract-by-contract basis at the end of each reporting period as deferred revenue. Deferred revenue relates to payments received in advance of performance under the contract and recognized as revenue as (or when) we perform under the contract. Changes in the contract liability balances during the three months and
six
months ended
June 30, 2018
, were not materially impacted by any other factors. Revenue recognized during the three months and
six
months ended
June 30, 2018
, from amounts included in deferred revenue at the beginning of the period for performance obligations satisfied or partially satisfied during the three months and
six
months ended
June 30, 2018
, was approximately
$0.7 million
and
$1.0 million
, respectively.
Transaction Price Allocated to Future Performance Obligations
ASC 606 requires that we disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of
June 30, 2018
. The guidance provides certain practical expedients that limit this requirement. Our contracts meet the following practical expedient provided by ASC 606:
|
•
|
The performance obligation is part of a contract that has an original expected duration of one year or less.
|
Costs to Obtain and Fulfill a Contract
Prior to the adoption of ASC 606, we expensed commissions paid to internal sales representatives for obtaining contracts. Under ASC 606, we adopted the practical expedient to recognize commissions paid to internal sales personnel that are incremental to obtaining customer contracts as an expense when incurred since the amortization period is less than one year. The judgments made in determining the amount of costs incurred include whether the commissions are in fact incremental and would not have occurred absent the customer contract. Costs to obtain a contract are expensed as selling, general and administrative expense.
Sales, value add, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense.
Financial Statement Impact of Adopting ASC 606
The following table presents the impact of adoption of ASC 606 on our
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
and our
Condensed Consolidated Balance Sheet
. Differences are due to the acceleration in the recognition of revenue to the point of shipment or delivery for contracts where an unconditional obligation to purchase is present for inventory that was considered in consignment under ASC 605.
21
|
|
Three Months Ended June 30, 2018
|
Six Months Ended June 30, 2018
|
||||||||||||||||||||||
|
|
As Reported
|
Balances
Without
Adoption of
ASC 606
|
Effect of
Change
|
As Reported
|
Balances
Without Adoption of ASC 606 |
Effect of
Change |
||||||||||||||||||
|
Net sales
|
$
|
196,349
|
|
$
|
196,367
|
|
$
|
(18
|
)
|
$
|
365,497
|
|
$
|
365,569
|
|
$
|
(72
|
)
|
||||||
|
Cost of sales
|
148,640
|
|
148,631
|
|
9
|
|
275,084
|
|
275,120
|
|
(36
|
)
|
||||||||||||
|
Income (loss) from operations
|
(292
|
)
|
(265
|
)
|
(27
|
)
|
3,401
|
|
3,437
|
|
(36
|
)
|
||||||||||||
|
|
As of June 30, 2018
|
|||||||||||||||||||||||
|
|
As Reported
|
Balances
Without
Adoption of
ASC 606
|
Effect of
Change
|
|||||||||||||||||||||
|
Accounts receivable, net
|
$
|
147,449
|
|
$
|
146,913
|
|
$
|
536
|
|
|||||||||||||||
|
Inventories
|
116,136
|
|
116,470
|
|
(334
|
)
|
||||||||||||||||||
The following table lists the components of share-based compensation expense by type of award.
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||
|
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Stock options
|
$
|
152
|
|
$
|
194
|
|
$
|
358
|
|
$
|
575
|
|
||||
|
Restricted stock
|
397
|
|
395
|
|
856
|
|
855
|
|
||||||||
|
Performance share units
|
529
|
|
477
|
|
1,120
|
|
788
|
|
||||||||
|
Share-based compensation
|
$
|
1,078
|
|
$
|
1,066
|
|
$
|
2,334
|
|
$
|
2,218
|
|
||||
Stock Options
During the
six
months ended
June 30, 2018
, we granted options to purchase
55,300
shares to certain key employees. The weighted average grant date fair value of the options granted during the
six
months ended
June 30, 2018
, was
$10.68
per share. The fair value of our options cannot be determined by market value because they are not traded in an open market. Accordingly, we utilized the Black Scholes financial pricing model to estimate the fair value. The following table shows the weighted average assumptions relevant to determining the fair value of stock options granted in
2018
.
|
|
2018
Stock Option Awards |
|
|
Expected term
|
6 years
|
|
|
Risk free interest rate
|
2.65
|
%
|
|
Dividend yield
|
1.14
|
%
|
|
Expected volatility
|
47.78
|
%
|
|
Expected forfeiture rate
|
4.00
|
%
|
The expected term is derived from using the simplified method of determining stock option terms as described under the Securities and Exchange Commission’s Staff Accounting Bulletin Topic 14,
Share-based payment
. The simplified method was used because sufficient historical stock option exercise experience was not available.
The average risk-free interest rate is derived from United States Department of Treasury published interest rates of daily yield curves for the same time period as the expected term.
The expected dividend yield is derived by a mathematical formula which uses the expected annual dividends over the expected term divided by the fair market value of our common stock at the grant date.
22
The expected volatility rate is derived from our actual common stock historical volatility over the same time period as the expected term. The volatility rate is derived by mathematical formula utilizing daily closing price data.
The forfeiture rate is determined from examining the historical pre-vesting forfeiture patterns of past option issuances to key employees. While the forfeiture rate is not an input of the Black Scholes model for determining the fair value of the options, it is an important determinant of stock option compensation expense to be recorded.
The following table summarizes option activity for the
six
months ended
June 30, 2018
.
|
Options
|
Shares
(in thousands)
|
Weighted-
Average
Exercise
Price
(per share)
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
Aggregate
Intrinsic
Value
|
|
||||||||||
|
Outstanding at January 1, 2018
|
746
|
|
$
|
14.33
|
|
||||||||||
|
Granted
|
55
|
|
24.55
|
|
|||||||||||
|
Exercised
|
(27
|
)
|
10.15
|
|
$
|
274
|
|
|
|||||||
|
Outstanding at June 30, 2018
|
774
|
|
$
|
15.21
|
|
6.1
|
$
|
2,861
|
|
(1)
|
|||||
|
Exercisable at June 30, 2018
|
625
|
|
$
|
13.61
|
|
5.4
|
$
|
3,304
|
|
(1)
|
|||||
|
(1)
|
The intrinsic value is the amount by which the market price of our stock was greater than the exercise price of any individual option grant at
June 30, 2018
.
|
Restricted Stock
During the
six
months ended
June 30, 2018
, we granted
86,516
restricted stock awards to non-executive directors, officers and certain other key employees. The shares of restricted stock granted during the
six
months ended
June 30, 2018
, vest pro-rata over
three
years for officers and certain other key employees and over
one
year for non-executive directors. We determined the fair value of the shares awarded by using the closing price of our common stock as of the date of grant. The weighted average grant date value of restricted stock granted in the
six
months ended
June 30, 2018
, was
$24.55
per share. Total grant-date fair value of restricted stock that vested in the
six
months ended
June 30, 2018
, was
$1.8 million
.
The following table summarizes the status of unvested restricted stock awards as of
June 30, 2018
, and changes during the
six
months then ended.
|
Nonvested
Restricted
Shares
(in thousands)
|
Weighted
Average
Grant-Date
Fair Value
(per share)
|
||||||
|
Nonvested at January 1, 2018
|
152
|
|
$
|
19.21
|
|
||
|
Granted
|
87
|
|
$
|
24.55
|
|
||
|
Vested
|
(92
|
)
|
$
|
19.76
|
|
||
|
Nonvested at June 30, 2018
|
147
|
|
$
|
22.02
|
|
||
23
Performance Share Units
Performance Share Units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of our stockholders, and to create long-term stockholder value. PSU awards granted in 2018 were made pursuant to the NN, Inc. 2016 Omnibus Incentive Plan and a Performance Share Unit Agreement. Some PSUs are based on total shareholder return (“TSR Awards”), and other PSUs are based on return on invested capital (“ROIC Awards”).
The TSR Awards vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of the S&P SmallCap 600 Index during specified performance periods as defined in the award agreements. Each performance period generally begins on January 1 of the year of grant and ends
36
months later on December 31. The ROIC Awards will vest, if at all, upon our achieving a specified average return on invested capital during the performance periods. We recognize compensation expense over the performance period in which the performance and market conditions are measured. If the PSUs do not vest at the end of the performance periods, then the PSUs will expire automatically. Upon vesting, the PSUs will be settled by the issuance of shares of our common stock, subject to the executive officer’s continued employment. The actual number of shares of common stock will be issued to each award recipient at the end of the performance periods will be interpolated between a threshold and maximum payout amount based on actual performance results. No dividends will be paid on outstanding PSUs during the performance period; however, dividend equivalents will be paid based on the number of shares of common stock that are ultimately earned at the end of the Performance Periods.
With respect to the TSR Awards, a participant will earn
50%
of the target number of PSUs for “Threshold Performance,”
100%
of the target number of PSUs for “Target Performance,” and
150%
of the target number of PSUs for “Maximum Performance.” With respect to the ROIC Awards, a participant will earn
35%
of the target number of PSUs for “Threshold Performance,”
100%
of the target number of PSUs for “Target Performance,” and
150%
of the target number of PSUs for “Maximum Performance. For performance levels falling between the values shown below, the percentages will be determined by interpolation. The following table presents the goals with respect to TSR and ROIC for each award granted in
2018
.
|
TSR:
|
Threshold Performance
(50% of Shares) |
Target Performance
(100% of Shares) |
Maximum Performance
(150% of Shares) |
||||||||
|
2018 grants
|
35th Percentile
|
50th Percentile
|
75th Percentile
|
||||||||
|
ROIC:
|
Threshold Performance
(35% of Shares) |
Target Performance
(100% of Shares) |
Maximum Performance
(150% of Shares) |
||||||||
|
2018 grants
|
15.5
|
%
|
18
|
%
|
19.5
|
%
|
|||||
We estimate the grant date fair value of TSR Awards using the Monte Carlo simulation model, as the total shareholder return metric is considered a market condition under ASC Topic 718,
Compensation – stock compensation
. The grant date fair value of ROIC Awards is based on the closing price of a share of our common stock on the date of grant. The following table presents the number of awards granted and the grant date fair value of each award in the periods presented.
|
|
TSR Awards
|
ROIC Awards
|
||||||||||||
|
Award Year
|
Shares
(in thousands)
|
Grant Date
Fair Value
(per share)
|
Shares
(in thousands)
|
Grant Date Fair
Value (per share)
|
||||||||||
|
2018
|
55
|
|
$
|
24.65
|
|
55
|
|
$
|
24.55
|
|
||||
We generally recognize an expense for ROIC Awards based on the Target Performance threshold of
100%
because, at the date of grant, the Target Performance is the probable level of performance achievement. All PSUs that vested on
December 31, 2017
, were settled in shares in May 2018.
24
The following table summarizes the status of unvested PSU awards as of
June 30, 2018
, and changes during the
six
months then ended.
|
|
Nonvested TSR Awards
|
Nonvested ROIC Awards
|
||||||||||||
|
|
Shares
(in thousands)
|
Weighted
Average
Grant-Date
Fair Value
(per share)
|
Shares
(in thousands)
|
Weighted
Average
Grant-Date
Fair Value
(per share)
|
||||||||||
|
Nonvested at January 1, 2018
|
130
|
|
$
|
16.60
|
|
136
|
|
$
|
16.27
|
|
||||
|
Granted
|
55
|
|
$
|
24.65
|
|
55
|
|
$
|
24.55
|
|
||||
|
Forfeited
|
(11
|
)
|
$
|
15.12
|
|
(12
|
)
|
$
|
15.49
|
|
||||
|
Nonvested at June 30, 2018
|
174
|
|
$
|
18.90
|
|
179
|
|
$
|
18.63
|
|
||||
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||||||
|
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
|
Loss from continuing operations
|
$
|
(24,511
|
)
|
$
|
(26,374
|
)
|
$
|
(30,494
|
)
|
$
|
(24,481
|
)
|
||||
|
Income from discontinued operations, net of tax (Note 2)
|
—
|
|
5,236
|
|
—
|
|
10,754
|
|
||||||||
|
Net loss
|
$
|
(24,511
|
)
|
$
|
(21,138
|
)
|
$
|
(30,494
|
)
|
$
|
(13,727
|
)
|
||||
|
Weighted average shares outstanding
|
27,696
|
|
27,468
|
|
27,632
|
|
27,358
|
|
||||||||
|
Effect of dilutive stock options
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
|
Diluted shares outstanding
|
27,696
|
|
27,468
|
|
27,632
|
|
27,358
|
|
||||||||
|
Basic loss from continuing operations per share
|
$
|
(0.89
|
)
|
$
|
(0.96
|
)
|
$
|
(1.10
|
)
|
$
|
(0.89
|
)
|
||||
|
Basic income from discontinued operations per share
|
—
|
|
0.19
|
|
—
|
|
0.39
|
|
||||||||
|
Basic net loss per share
|
$
|
(0.89
|
)
|
$
|
(0.77
|
)
|
$
|
(1.10
|
)
|
$
|
(0.50
|
)
|
||||
|
Diluted loss from continuing operations per share
|
$
|
(0.89
|
)
|
$
|
(0.96
|
)
|
$
|
(1.10
|
)
|
$
|
(0.89
|
)
|
||||
|
Diluted income from discontinued operations per share
|
—
|
|
0.19
|
|
—
|
|
0.39
|
|
||||||||
|
Diluted net loss per share
|
$
|
(0.89
|
)
|
$
|
(0.77
|
)
|
$
|
(1.10
|
)
|
$
|
(0.50
|
)
|
||||
The calculations of diluted loss from continuing operations per share for the three-month periods ended
June 30, 2018
and
2017
, exclude
0.8 million
and
0.9 million
potentially dilutive stock options, which had the effect of being anti-dilutive. The calculations of diluted loss from continuing operations per share for the
six
-month periods ended
June 30, 2018
and
2017
, excluded
0.8 million
and
0.9 million
potentially dilutive stock options, which had the effect of being anti-dilutive. Given the loss from continuing operations for the three-month periods and
six
-month periods ended
June 30, 2018
and
2017
, all options are considered anti-dilutive and were excluded from the calculation of diluted loss from continuing operations per share.
Fair value is an exit price representing the expected amount that an entity would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We followed consistent methods and assumptions to estimate fair values as more fully described in the
2017
Annual Report.
Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, and long-term debt. As of
June 30, 2018
, the carrying values of these financial instruments approximated fair value. The fair value of floating-rate debt approximates the carrying amount because the interest rates paid are based on short-term maturities. As of
June 30, 2018
, we had
no
fixed-rate debt outstanding.
Fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the assumptions used to measure assets and liabilities at fair value. An asset or liability’s classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement.
25
Note 17
. Prior Periods’ Financial Statement Revision
The following tables present the effect of the correction of misstatements that impacted each of the periods presented below, as further described in
Note 1
, and the related adjustments to reflect the revision on the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. Also, as further described in
Note 2
, due to the disposition of the PBC Business and the related discontinued operations treatment, the tables below present separately the impact of the correction of the misstatements as well as the effect of recasting the prior periods for discontinued operations.
|
Six Months Ended June 30, 2017
|
||||||||||||||||
|
As Originally
Reported |
Adjustment
|
Discontinued
Operations |
As Revised
|
|||||||||||||
|
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
$
|
332,994
|
|
$
|
485
|
|
$
|
(104,485
|
)
|
$
|
228,994
|
|
||||
|
Selling, general and administrative expense
|
44,530
|
|
(764
|
)
|
(9,121
|
)
|
34,645
|
|
||||||||
|
Depreciation and amortization
|
31,468
|
|
265
|
|
(6,111
|
)
|
25,622
|
|
||||||||
|
Other operating income
|
—
|
|
(270
|
)
|
—
|
|
(270
|
)
|
||||||||
|
Income from operations
|
42,751
|
|
284
|
|
(16,541
|
)
|
26,494
|
|
||||||||
|
Other (income) expense, net
|
(79
|
)
|
(340
|
)
|
(18
|
)
|
(437
|
)
|
||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
(24,187
|
)
|
624
|
|
(16,335
|
)
|
(39,898
|
)
|
||||||||
|
Benefit for income taxes
|
7,128
|
|
(229
|
)
|
5,581
|
|
12,480
|
|
||||||||
|
Loss from continuing operations
|
(14,122
|
)
|
395
|
|
(10,754
|
)
|
(24,481
|
)
|
||||||||
|
Income from discontinued operations, net of tax (Note 2)
|
|
|
|
|
10,754
|
|
10,754
|
|
||||||||
|
Net loss
|
$
|
(14,122
|
)
|
$
|
395
|
|
|
|
$
|
(13,727
|
)
|
|||||
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation gain
|
14,244
|
|
372
|
|
|
|
14,616
|
|
||||||||
|
Other comprehensive income
|
14,244
|
|
372
|
|
|
|
14,616
|
|
||||||||
|
Comprehensive income
|
$
|
122
|
|
$
|
767
|
|
|
|
$
|
889
|
|
|||||
|
Basic net loss per share
|
$
|
(0.52
|
)
|
$
|
0.01
|
|
|
|
$
|
(0.50
|
)
|
|||||
|
Diluted net loss per share
|
$
|
(0.52
|
)
|
$
|
0.01
|
|
$
|
(0.50
|
)
|
|||||||
26
|
Three Months Ended June 30, 2017
|
||||||||||||||||
|
As Originally
Reported |
Adjustment
|
Discontinued
Operations |
As Revised
|
|||||||||||||
|
Selling, general and administrative expense
|
$
|
23,036
|
|
$
|
(264
|
)
|
$
|
(4,768
|
)
|
$
|
18,004
|
|
||||
|
Depreciation and amortization
|
15,900
|
|
253
|
|
(3,102
|
)
|
13,051
|
|
||||||||
|
Other operating income
|
—
|
|
(270
|
)
|
—
|
|
(270
|
)
|
||||||||
|
Income from operations
|
20,593
|
|
281
|
|
(8,232
|
)
|
12,642
|
|
||||||||
|
Other (income) expense, net
|
645
|
|
(340
|
)
|
(20
|
)
|
285
|
|
||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
(32,201
|
)
|
621
|
|
(8,141
|
)
|
(39,721
|
)
|
||||||||
|
Benefit for income taxes
|
9,428
|
|
(230
|
)
|
2,905
|
|
12,103
|
|
||||||||
|
Loss from continuing operations
|
(21,529
|
)
|
391
|
|
(5,236
|
)
|
(26,374
|
)
|
||||||||
|
Income from discontinued operations, net of tax (Note 2)
|
|
|
|
|
5,236
|
|
5,236
|
|
||||||||
|
Net loss
|
$
|
(21,529
|
)
|
$
|
391
|
|
|
|
$
|
(21,138
|
)
|
|||||
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
|
Foreign currency translation gain
|
9,240
|
|
271
|
|
|
|
9,511
|
|
||||||||
|
Other comprehensive income
|
9,240
|
|
271
|
|
|
|
9,511
|
|
||||||||
|
Comprehensive loss
|
$
|
(12,289
|
)
|
$
|
662
|
|
|
|
$
|
(11,627
|
)
|
|||||
|
Basic net loss per share
|
$
|
(0.78
|
)
|
$
|
0.01
|
|
$
|
(0.77
|
)
|
|||||||
|
Diluted net loss per share
|
$
|
(0.78
|
)
|
$
|
0.01
|
|
$
|
(0.77
|
)
|
|||||||
27
The following table presents the effect of the correction of the misstatements and reclassifications to conform to the current period's presentation on our Condensed Consolidated Statement of Cash Flows.
|
Six Months Ended June 30, 2017
|
|||||||||||||||
|
As
Originally Reported |
Adjustment
|
Reclasses (1)
|
As
Revised |
||||||||||||
|
Cash flows from operating activities
|
|||||||||||||||
|
Net loss
|
$
|
(14,122
|
)
|
$
|
395
|
|
|
$
|
(13,727
|
)
|
|||||
|
Adjustments to reconcile net loss to net cash provided by (used by) operating activities:
|
|
|
|
|
|||||||||||
|
Depreciation and amortization
|
31,468
|
|
265
|
|
|
31,733
|
|
(2)
|
|||||||
|
Gain on disposals or property, plant and equipment
|
(268
|
)
|
|
268
|
|
—
|
|
||||||||
|
Loss on extinguishment of debt and write-off of debt issuance costs
|
8,054
|
|
|
|
31,585
|
|
39,639
|
|
|||||||
|
Other
|
638
|
|
(268
|
)
|
(268
|
)
|
102
|
|
|||||||
|
Changes in operating assets and liabilities:
|
|
|
|
|
|||||||||||
|
Income taxes receivable
|
(10,841
|
)
|
229
|
|
|
(10,612
|
)
|
||||||||
|
Other
|
(7,247
|
)
|
(889
|
)
|
|
(8,136
|
)
|
||||||||
|
Net cash provided by (used by) operating activities
|
(15,552
|
)
|
(268
|
)
|
31,585
|
|
15,765
|
|
|||||||
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||||||
|
Proceeds from disposals of property, plant and equipment
|
356
|
|
—
|
|
(356
|
)
|
—
|
|
|||||||
|
Other
|
—
|
|
268
|
|
356
|
|
624
|
|
|||||||
|
Net cash provided by (used by) investing activities
|
(20,302
|
)
|
268
|
|
—
|
|
(20,034
|
)
|
|||||||
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||||||
|
Cash paid for debt issuance or prepayment costs
|
(6,545
|
)
|
|
(31,585
|
)
|
(38,130
|
)
|
||||||||
|
Proceeds from issuance of stock and exercise of stock options
|
2,592
|
|
|
(2,592
|
)
|
—
|
|
||||||||
|
Shares withheld to satisfy income tax withholding
|
(413
|
)
|
|
|
413
|
|
—
|
|
|||||||
|
Principal payments on capital leases
|
(2,059
|
)
|
|
2,059
|
|
—
|
|
||||||||
|
Other
|
—
|
|
|
|
120
|
|
120
|
|
|||||||
|
Net cash provided by (used by) financing activities
|
39,762
|
|
|
(31,585
|
)
|
8,177
|
|
||||||||
|
(1)
|
Includes the reclassification of prior period amounts to reflect current period presentation, including the addition of the income taxes payable (receivable) line, the adoption of ASU 2016-15, and condensing immaterial amounts.
|
|
(2)
|
Depreciation and amortization of
$6.1 million
is included in income from discontinued operations on the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
for the
six
months ended
June 30, 2017
.
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
NN, Inc., is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies for the medical, aerospace and defense, electrical, automotive and general industrial markets. As used in this Quarterly Report on Form 10-Q, the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc., and its subsidiaries. As of
June 30, 2018
, we had
51
facilities in North America, Europe, South America and China.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may discuss goals, intentions and expectations as to future trends, plans, events, results of operations or financial condition, or state other information relating to NN, Inc., based on current beliefs of management as well as assumptions made by, and information currently available to, management. Forward-looking statements generally will be accompanied by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “guidance,” “intend,” “may,” “possible,” “potential,” “predict,” “project” or other similar words, phrases or
28
expressions. Forward-looking statements involve a number of risks and uncertainties that are outside of management’s control and that may cause actual results to be materially different from such forward-looking statements. Such factors include, among others, general economic conditions and economic conditions in the industrial sector, competitive influences, risks that current customers will commence or increase captive production, risks of capacity underutilization, quality issues, availability of raw materials, currency and other risks associated with international trade, our dependence on certain major customers, the impact of acquisitions and divestitures, unanticipated difficulties integrating acquisitions, new laws and governmental regulations, and other risk factors and cautionary statements listed from time-to-time in our periodic reports filed with the Securities and Exchange Commission. We disclaim any obligation to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements included herein or therein to reflect future events or developments.
For additional information concerning such risk factors and cautionary statements, please see the section titled “Item 1A. Risk Factors” in our 2017 Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which we filed with the SEC on
April 2, 2018
(the “2017 Annual Report”).
Results of Operations
Factors That May Influence Results of Operations
The following paragraphs describe factors that have influenced results of operations for the
six months ended June 30, 2018
, that management believes are important to provide an understanding of the business and results of operations.
Management Structure
In January 2018, we implemented a new enterprise and management structure designed to accelerate growth and further balance our portfolio by aligning our strategic assets and businesses. Our businesses were reorganized into the Mobile Solutions, Power Solutions, and Life Sciences groups and are based principally on the end markets they serve. The Autocam Precision Components Group reported in our historical financial statements was renamed as Mobile Solutions. Mobile Solutions is focused on growth in the general industrial and automotive end markets. The Precision Engineered Products Group reported in our historical financial statements was bifurcated into two new groups – Power Solutions and Life Sciences. Power Solutions is focused on growth in the electrical and aerospace and defense end markets. Life Sciences is focused on growth in the medical end market. In the first quarter of 2018, we began reporting our financial results based on these new reportable segments. Prior year amounts have been revised to confirm to the current year presentation.
Prior Periods’ Financial Statement Revision
Certain prior period amounts have been revised to reflect the impact of corrections of misstatements and to correct the timing of previously recorded out-of-period adjustments. Refer to
Note 1
and
Note 17
in the
Notes to Condensed Consolidated Financial Statements
for more information.
Life Sciences Acquisitions
On
May 7, 2018
, we acquired 100%
of the stock of PMG Intermediate Holding Corporation, the parent company of Paragon Medical, Inc. (“Paragon Medical”) for a base purchase price of
$375.0 million
in cash, subject to certain adjustments. After estimated working capital and other closing adjustments, the cash purchase price was approximately
$391.0 million
which included
$13.4 million
in cash acquired.
We paid cash of
$392.2 million
and recorded a receivable of approximately
$1.3 million
in other current assets for the balance. For accounting purposes, Paragon Medical meets the definition of a business and has been accounted for as a business combination. Paragon Medical is a medical device manufacturer which focuses on the orthopedic, case and tray, implant and instrument markets. This acquisition continues our strategic focus to expand our Life Sciences portfolio as well as create a balanced business by diversifying our products and finished device offerings. Operating results of Paragon Medical are reported prospectively from the date of acquisition in our Life Sciences group. We have performed a preliminary assessment of the opening balance sheet and purchase price allocation which is subject to completion of working capital adjustments and fair value estimates. Opening balance sheet deferred taxes have been recorded based on estimates made as of the acquisition date as well as information currently available to management. As estimates are refined and additional information is received throughout the measurement period, adjustments to opening deferred taxes will be recorded with an offsetting adjustment to goodwill.
In connection with the closing of the Paragon Medical acquisition, we entered into a Second Lien Credit Agreement (the “Second Lien Credit Agreement”) for a $200.0 million secured second lien term loan facility (the “Second Lien Facility”). We utilized the net proceeds from the Second Lien Facility, together with cash on hand, to pay the Paragon Medical purchase price and fees and expenses related to the acquisition. We also entered into an
29
amendment to our existing credit facility to permit the Paragon Medical acquisition, to permit the Second Lien Credit Agreement, and to amend certain covenants.
On
February 22, 2018
, we completed the acquisition of
100%
of the assets of Bridgemedica, LLC (“Bridgemedica”). For accounting purposes, Bridgemedica meets the definition of a business and has been accounted for as a business combination. Bridgemedica is a medical device company that provides concept to supply solutions through design, development engineering and manufacturing. Operating results of Bridgemedica are reported prospectively in our Life Sciences group after the acquisition date. We have finalized certain working capital adjustments and are in the process of completing the integration of the Bridgemedica business into our operations.
As discussed in our 2017 Annual Report, on October 2, 2017, we completed the acquisition of DRT Medical, LLC, which was subsequently named NN Life Sciences – Vandalia, LLC (“Vandalia”), a supplier of precision manufactured medical instruments and orthopedic implants with locations in Ohio and Pennsylvania.
Discontinued Operations
On August 17, 2017, we completed the sale of our global precision bearing components business (the “PBC Business”). The PBC Business included all our facilities that were engaged in the production of precision steel balls, steel rollers, and metal retainers and automotive specialty products used primarily in the bearing industry. The sale of the PBC Business furthers management’s long-term strategy to build a diversified industrial business with a comprehensive geographic footprint in attractive high-growth market segments. The PBC Business represented all of the Precision Bearing Components Group reportable segment disclosed in our historical financial statements.
In accordance with ASC 205-20,
Presentation of Financial Statements – Discontinued Operations,
the operating results of the PBC Business for the three and
six months ended June 30, 2017
, are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations, net of tax, as one line item on the
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
. All historical
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
presented have been revised to reflect this presentation. Accordingly, results of the PBC Business have been excluded from continuing operations and group results for all periods presented in the condensed consolidated financial statements and the accompanying notes unless otherwise stated. Refer to
Note 2
in the
Notes to Condensed Consolidated Financial Statements
for more information.
Tax Reform
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act reduces the U.S. federal corporate income tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creates new taxes on certain foreign sourced earnings.
At December 31, 2017, we made an estimate of the effects on the one-time transition tax and included this in our provisional amount. The ultimate impact could possibly differ materially from this provisional amount due to, among other things, additional analysis, changes in interpretations and assumptions we have made, and additional interpretive regulatory guidance that may be issued. In accordance with Staff Accounting Bulletin No. 118, we may record additional provisional amounts during a measurement period not to extend beyond one year of the enactment date of the Tax Act. The accounting is expected to be complete when our 2017 U.S. corporate income tax return is filed in 2018, and any measurement period adjustments will be recognized as income tax expense or benefit in 2018. As of
June 30, 2018
, no changes are expected to be made to this estimate.
30
Three Months Ended June 30, 2018
, Compared to the
Three Months Ended June 30, 2017
Overall Consolidated Results
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
196,349
|
|
$
|
157,947
|
|
$
|
38,402
|
|
||||||
|
Acquisitions
|
$
|
37,157
|
|
||||||||||||
|
Volume
|
3,445
|
|
|||||||||||||
|
Foreign exchange effects
|
309
|
|
|||||||||||||
|
Price/mix/inflation/other
|
(2,509
|
)
|
|||||||||||||
|
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
148,640
|
|
114,514
|
|
34,126
|
|
|||||||||
|
Acquisitions
|
$
|
29,413
|
|
||||||||||||
|
Volume
|
2,528
|
|
|||||||||||||
|
Foreign exchange effects
|
308
|
|
|||||||||||||
|
Cost reduction projects
|
(1,849
|
)
|
|||||||||||||
|
Mix/inflation/other
|
3,726
|
|
|||||||||||||
|
Selling, general and administrative expense
|
26,641
|
|
18,004
|
|
8,637
|
|
|||||||||
|
Acquisition related costs excluded from selling, general and administrative expense
|
3,437
|
|
—
|
|
3,437
|
|
|||||||||
|
Depreciation and amortization
|
16,258
|
|
13,051
|
|
3,207
|
|
|||||||||
|
Other operating expense (income)
|
74
|
|
(270
|
)
|
344
|
|
|||||||||
|
Restructuring and integration expense
|
1,591
|
|
6
|
|
1,585
|
|
|||||||||
|
Income (loss) from operations
|
(292
|
)
|
12,642
|
|
(12,934
|
)
|
|||||||||
|
Interest expense
|
15,988
|
|
12,338
|
|
3,650
|
|
|||||||||
|
Loss on extinguishment of debt and write-off of debt issuance costs
|
12,938
|
|
39,639
|
|
(26,701
|
)
|
|||||||||
|
Derivative loss on change in interest rate swap fair value
|
—
|
|
101
|
|
(101
|
)
|
|||||||||
|
Other (income) expense, net
|
1,887
|
|
285
|
|
1,602
|
|
|||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
(31,105
|
)
|
(39,721
|
)
|
8,616
|
|
|||||||||
|
Benefit for income taxes
|
5,947
|
|
12,103
|
|
(6,156
|
)
|
|||||||||
|
Share of net income from joint venture
|
647
|
|
1,244
|
|
(597
|
)
|
|||||||||
|
Loss from continuing operations
|
(24,511
|
)
|
(26,374
|
)
|
1,863
|
|
|||||||||
|
Income from discontinued operations, net of tax
|
—
|
|
5,236
|
|
(5,236
|
)
|
|||||||||
|
Net loss
|
$
|
(24,511
|
)
|
$
|
(21,138
|
)
|
$
|
(3,373
|
)
|
||||||
Net Sales
. Net sales
increase
d by
$38.4 million
, or
24%
, in the
second
quarter of
2018
compared to the
second
quarter of
2017
primarily due to
$37.2 million
of net sales attributable to the Paragon Medical, Bridgemedica, and Vandalia businesses acquired in our Life Sciences group. Higher volumes contributed another
$3.4 million
to the
increase
primarily as a result of demand improvements within the automotive end market. Overall, from the three months ended
June 30, 2017
, to the three months ended
June 30, 2018
, net sales
increased
by
$1.4 million
for our Mobile Solutions group,
increased
by
$1.1 million
for our Power Solutions group, and
increased
by
$36.0 million
for our Life Sciences group, respectfully. In the three months ended
June 30, 2018
and
2017
, sales of
$0.7 million
and
$0.6 million
, respectively, between our Power Solutions and Life Sciences groups were eliminated in consolidation.
Cost of Sales.
The
increase
in cost of sales was primarily due to
$29.4 million
in cost of sales attributable to the Paragon Medical, Bridgemedica, and Vandalia acquisitions, including
$3.4 million
for a one-time increase in cost of sales for inventory fair value adjustment for Paragon Medical. Higher volumes also contributed
$2.5 million
to the
increase
, consistent with the increase in sales demand. Increases were partially offset by
$1.8 million
in cost savings from production process improvement projects.
Selling, General and Administrative Expense.
The majority of the
increase
in selling, general and administrative expense during the three months ended
June 30, 2018
, compared to the three months ended
June 30, 2017
, was due to infrastructure and
31
staffing costs incurred related to our strategic initiatives, including integration of recent acquisitions and a global implementation of an enterprise resource planning (“ERP”) system. The Paragon Medical, Bridgemedica, and Vandalia businesses contributed $1.5 million to selling, general and administrative expense during the three months ended
June 30, 2018
, which was not present during the three months ended
June 30, 2017
, prior to the acquisitions.
Acquisition Related Costs Excluded from Selling, General and Administrative.
Acquisition related costs are primarily third party legal, accounting, valuation consulting and investment banking advisory fees incurred in connection with the Life Sciences acquisitions.
Depreciation and Amortization.
The
increase
in depreciation and amortization during the three months ended
June 30, 2018
, compared to the three months ended
June 30, 2017
, was consistent with additions to intangible assets and property, plant and equipment, including $2.8 million from the Paragon Medical, Bridgemedica, and Vandalia businesses. This additional depreciation and amortization includes the related fair value adjustments to certain property, plant and equipment and the addition of intangible assets, principally for customer relationships and trade names.
Restructuring and Integration Expense.
The
increase
in restructuring and integration expense was primarily due to employee severance costs incurred in connection with the Paragon Medical acquisition.
Note 11
in the
Notes to Condensed Consolidated Financial Statements
provides more information regarding the effects of restructuring and integration on our operating results.
Interest Expense.
Interest expense
increase
d by
$3.7 million
during the three months ended
June 30, 2018
, compared to the three months ended
June 30, 2017
, primarily due to interest on the Second Lien Facility which was not in place during the three months ended
June 30, 2017
, and bears interest at a higher rate than our existing credit facility. This increase was partially offset by further interest savings resulting from the refinancing of the Senior Secured Term Loan and the Incremental Term Loan on November 24, 2017.
|
|
Three Months Ended June 30,
|
|||||||
|
|
2018
|
2017
|
||||||
|
Interest on debt
|
$
|
14,875
|
|
$
|
11,451
|
|
||
|
Amortization of debt issuance costs
|
1,225
|
|
914
|
|
||||
|
Interest on capital leases and other
|
141
|
|
256
|
|
||||
|
Capitalized interest (1)
|
(253
|
)
|
(283
|
)
|
||||
|
Total interest expense
|
$
|
15,988
|
|
$
|
12,338
|
|
||
|
(1)
|
Capitalized interest primarily relates to equipment construction efforts at various plants.
|
Loss on Extinguishment of Debt and Write-off of Unamortized Debt Issuance Costs.
The
$12.9 million
write-off in
2018
resulted from costs related to the Second Lien facility and the amendment to the existing credit facility. The
$39.6 million
write-off in 2017 resulted from the extinguishment of our Senior Notes and modification of our credit facility on April 3, 2017.
Benefit for Income Taxes.
Our effective tax rate from continuing operations was
19.1%
for the three months ended
June 30, 2018
, compared to
30.5%
for the three months ended
June 30, 2017
.
Note 9
in the
Notes to Condensed Consolidated Financial Statements
describes the components of income taxes for each period presented.
Share of Net Income from Joint Venture.
Our share of net income from a Chinese joint venture in our Mobile Solutions group
decrease
d by
$0.6 million
. The joint venture’s net income decreased primarily due to price and volume decreases and increased raw material costs.
Results by Group
MOBILE SOLUTIONS
Mobile Solutions is focused on growth in the general industrial and automotive end markets.
We have developed an expertise in manufacturing highly complex, system critical components for fuel systems, engines and transmissions, power steering systems and electromechanical motors on a high-volume basis. This expertise has been gained through investment in technical capabilities, processes and systems, and skilled program management and product launch capabilities.
32
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
88,079
|
|
$
|
86,658
|
|
$
|
1,421
|
|
||||||
|
Volume
|
$
|
2,363
|
|
||||||||||||
|
Foreign exchange effects
|
263
|
|
|||||||||||||
|
Price/mix/inflation/other
|
(1,205
|
)
|
|||||||||||||
|
Income from operations
|
$
|
7,380
|
|
$
|
10,688
|
|
$
|
(3,308
|
)
|
||||||
Net sales
increased
during the
second
quarter of
2018
from the
second
quarter of
2017
due to market demand improvements for our steering systems application components resulting from an industry shift from hydraulics to electric-assist steering systems technology. We are realizing the indirect benefits of our customers taking an increasing portion of market share. Also, as the Brazilian economy improves, demand for automotive products is increasing. These volume increases were partially offset by price reductions granted to our customers.
Income from operations
decreased
by
$3.3 million
compared to prior year due to various factors including higher start-up costs related to new product launches, lower pricing as noted above, and higher depreciation and lease expenses. These factors were partially offset by implementation of cost savings initiatives and the beneficial impact of higher production volumes.
POWER SOLUTIONS
Power Solutions is focused on growth in the electrical, and aerospace and defense end markets. Within this group we combine materials science expertise with advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies and finished devices used in applications ranging from power control to flight control and for military devices.
We manufacture a variety of products including electrical contacts, connectors, contact assemblies and precision stampings for the electrical end market and high precision products for the aerospace and defense end markets utilizing our extensive process technologies for optical grade plastics, thermally conductive plastics, titanium, Inconel, magnesium and electroplating.
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
49,820
|
|
$
|
48,734
|
|
$
|
1,086
|
|
||||||
|
Volume
|
$
|
1,050
|
|
||||||||||||
|
Foreign exchange effects
|
46
|
|
|||||||||||||
|
Price/mix/inflation/other
|
(10
|
)
|
|||||||||||||
|
Income from operations
|
$
|
6,000
|
|
$
|
6,819
|
|
$
|
(819
|
)
|
||||||
Net sales
increased
during the
second
quarter of
2018
from the
second
quarter of
2017
primarily due to growth in the electrical products business.
Income from operations
decreased
by
$0.8 million
primarily due to a shift in product mix toward higher cost raw materials, such as precious metals used in power control products, and investments in the development of new products that we are preparing to launch in the aerospace end market later in 2018. Higher sales volumes partially offset these increased costs.
LIFE SCIENCES
Life Sciences is focused on growth in the medical end market. Within this group we combine advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies and finished devices.
We manufacture a variety of components, assemblies and instruments, such as surgical knives, bioresorbable implants, surgical staples, cases and trays, orthopedic implants and tools, laparoscopic devices, and drug delivery devices for the medical and life sciences end market.
33
|
|
Three Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
59,153
|
|
$
|
23,114
|
|
$
|
36,039
|
|
||||||
|
Acquisitions
|
$
|
37,157
|
|
||||||||||||
|
Volume
|
32
|
|
|||||||||||||
|
Foreign exchange effects
|
—
|
|
|||||||||||||
|
Price/mix/inflation/other
|
(1,150
|
)
|
|||||||||||||
|
Income from operations
|
$
|
2,041
|
|
$
|
3,798
|
|
$
|
(1,757
|
)
|
||||||
Net sales
increased
during the
second
quarter of
2018
from the
second
quarter of
2017
primarily due to
$37.2 million
of net sales attributable to the Paragon Medical, Bridgemedica, and Vandalia acquisitions.
Income from operations
decreased
by
$1.8 million
primarily due to
$3.4 million
in cost of sales for inventory fair value adjustment at Paragon Medical, acquisition related restructuring and integration costs, and other costs of establishing the Life Sciences Group.
34
Six Months Ended June 30, 2018
, Compared to the
Six Months Ended June 30, 2017
Overall Consolidated Results
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
365,497
|
|
$
|
315,502
|
|
$
|
49,995
|
|
||||||
|
Acquisitions
|
$
|
46,139
|
|
||||||||||||
|
Volume
|
4,710
|
|
|||||||||||||
|
Foreign exchange effects
|
2,522
|
|
|||||||||||||
|
Price/mix/inflation/other
|
(3,376
|
)
|
|||||||||||||
|
Cost of sales (exclusive of depreciation and amortization shown separately below)
|
275,084
|
|
228,994
|
|
46,090
|
|
|||||||||
|
Acquisitions
|
$
|
36,711
|
|
||||||||||||
|
Volume
|
3,675
|
|
|||||||||||||
|
Foreign exchange effects
|
1,946
|
|
|||||||||||||
|
Cost reduction projects
|
(5,404
|
)
|
|||||||||||||
|
Mix/inflation/other
|
9,162
|
|
|||||||||||||
|
Selling, general and administrative expense
|
48,818
|
|
34,645
|
|
14,173
|
|
|||||||||
|
Acquisition related costs excluded from selling, general and administrative expense
|
5,213
|
|
—
|
|
5,213
|
|
|||||||||
|
Depreciation and amortization
|
30,539
|
|
25,622
|
|
4,917
|
|
|||||||||
|
Other operating expense (income)
|
96
|
|
(270
|
)
|
366
|
|
|||||||||
|
Restructuring and integration expense
|
2,346
|
|
17
|
|
2,329
|
|
|||||||||
|
Income from operations
|
3,401
|
|
26,494
|
|
(23,093
|
)
|
|||||||||
|
Interest expense
|
27,984
|
|
27,177
|
|
807
|
|
|||||||||
|
Loss on extinguishment of debt and write-off of debt issuance costs
|
12,938
|
|
39,639
|
|
(26,701
|
)
|
|||||||||
|
Derivative loss on change in interest rate swap fair value
|
—
|
|
13
|
|
(13
|
)
|
|||||||||
|
Other (income) expense, net
|
1,574
|
|
(437
|
)
|
2,011
|
|
|||||||||
|
Loss from continuing operations before benefit for income taxes and share of net income from joint venture
|
(39,095
|
)
|
(39,898
|
)
|
803
|
|
|||||||||
|
Benefit for income taxes
|
7,123
|
|
12,480
|
|
(5,357
|
)
|
|||||||||
|
Share of net income from joint venture
|
1,478
|
|
2,937
|
|
(1,459
|
)
|
|||||||||
|
Loss from continuing operations
|
(30,494
|
)
|
(24,481
|
)
|
(6,013
|
)
|
|||||||||
|
Income from discontinued operations, net of tax (Note 2)
|
—
|
|
10,754
|
|
(10,754
|
)
|
|||||||||
|
Net loss
|
$
|
(30,494
|
)
|
$
|
(13,727
|
)
|
$
|
(16,767
|
)
|
||||||
Net Sales
. Net sales
increase
d by
$50.0 million
, or
16%
, in the
six months ended June 30, 2018
, compared to the
six months ended June 30, 2017
, primarily due to
$46.1 million
of net sales attributable to the Paragon Medical, Bridgemedica, and Vandalia businesses acquired in our Life Sciences group. Higher volumes contributed another
$4.7 million
to the
increase
primarily as a result of demand improvements within the automotive end market. Overall, from the
six months ended June 30, 2017
, to the
six months ended June 30, 2018
, net sales
increased
by
$4.8 million
for our Mobile Solutions group,
increased
by
$1.3 million
for our Power Solutions group, and
increased
by
$44.1 million
for our Life Sciences group, respectfully. In the
six months ended June 30, 2018
and
2017
, sales of
$1.2 million
and
$1.0 million
, respectively, between our Power Solutions and Life Sciences groups were eliminated in consolidation.
Cost of Sales.
The
increase
in cost of sales was primarily due to
$36.7 million
in cost of sales attributable to the Paragon Medical, Bridgemedica, and Vandalia acquisitions, including
$3.4 million
for a one-time increase in cost of sales for inventory fair value adjustment for Paragon Medical. Higher volumes also contributed
$3.7 million
to the
increase
, consistent with the increase in sales demand. Increases were partially offset by
$5.4 million
in cost savings from production process improvement projects.
35
Selling, General and Administrative Expense.
The majority of the
increase
in selling, general and administrative expense during the
six months ended June 30, 2018
, compared to the
six months ended June 30, 2017
, was due to infrastructure and staffing costs incurred related to our strategic initiatives, including integration of recent acquisitions and a global implementation of an enterprise resource planning (“ERP”) system. The Paragon Medical, Bridgemedica, and Vandalia businesses contributed $2.0 million to selling, general and administrative expense during the
six
months ended
June 30, 2018
, which was not present during the
six
months ended
June 30, 2017
, prior to the acquisitions.
Acquisition Related Costs Excluded from Selling, General and Administrative.
Acquisition related costs are primarily third party legal, accounting, valuation consulting and investment banking advisory fees incurred in connection with the Life Sciences acquisitions.
Depreciation and Amortization.
The
increase
in depreciation and amortization during the
six months ended June 30, 2018
, compared to the
six months ended June 30, 2017
, was consistent with additions to intangible assets and property, plant and equipment, including $3.5 million from the Paragon Medical, Bridgemedica, and Vandalia businesses. This additional depreciation and amortization includes the related step-ups of certain property, plant and equipment to fair value and the addition of intangible assets, principally for customer relationships and trade names.
Restructuring and Integration Expense.
The
increase
in restructuring and integration expense was primarily due to employee severance costs incurred in connection with implementing our new enterprise and management structure.
Note 11
in the
Notes to Condensed Consolidated Financial Statements
provides more information regarding the effects of restructuring and integration on our operating results.
Interest Expense.
Interest expense
increase
d by
$0.8 million
during the
six months ended June 30, 2018
, compared to the
six months ended June 30, 2017
, primarily due to interest on the Second Lien Facility which was not in place during the
six
months ended
June 30, 2017
, and bears interest at a higher rate than our existing credit facility. This increase was partially offset by the redemption of our Senior Notes on April 3, 2017, with the proceeds of our Incremental Term Loan, which bears an interest rate based on LIBOR which is lower than the 10.25% fixed interest rate on the Senior Notes. Further interest savings resulted from the refinancing of the Senior Secured Term Loan and the Incremental Term Loan on November 24, 2017.
|
|
Six Months Ended June 30,
|
|||||||
|
|
2018
|
2017
|
||||||
|
Interest on debt
|
$
|
25,839
|
|
$
|
25,098
|
|
||
|
Amortization of debt issuance costs
|
2,313
|
|
2,153
|
|
||||
|
Interest on capital leases and other
|
290
|
|
570
|
|
||||
|
Capitalized interest (1)
|
(458
|
)
|
(644
|
)
|
||||
|
Total interest expense
|
$
|
27,984
|
|
$
|
27,177
|
|
||
|
(1)
|
Capitalized interest primarily relates to equipment construction efforts at various plants.
|
Loss on Extinguishment of Debt and Write-off of Unamortized Debt Issuance Costs.
The
$12.9 million
write-off in
2018
resulted from costs related to the Second Lien facility and the amendment to the existing credit facility. The
$39.6 million
write-off in 2017 resulted from the extinguishment of our Senior Notes and modification of our credit facility on April 3, 2017.
Benefit for Income Taxes.
Our effective tax rate from continuing operations was
18.2%
for the
six months ended June 30, 2018
, compared to
31.3%
for the
six months ended June 30, 2017
.
Note 9
in the
Notes to Condensed Consolidated Financial Statements
describes the components of income taxes for each period presented.
Share of Net Income from Joint Venture.
Our share of net income from a Chinese joint venture in our Mobile Solutions group
decrease
d by
$1.5 million
. The joint venture’s net income decreased primarily due to price decreases and increased raw material costs.
Results by Group
MOBILE SOLUTIONS
Mobile Solutions is focused on growth in the general industrial and automotive end markets.
We have developed an expertise in manufacturing highly complex, system critical components for fuel systems, engines and transmissions, power steering systems
36
and electromechanical motors on a high-volume basis. This expertise has been gained through investment in technical capabilities, processes and systems, and skilled program management and product launch capabilities.
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
177,873
|
|
$
|
173,104
|
|
$
|
4,769
|
|
||||||
|
Volume
|
$
|
4,750
|
|
||||||||||||
|
Foreign exchange effects
|
2,429
|
|
|||||||||||||
|
Price/mix/inflation/other
|
(2,410
|
)
|
|||||||||||||
|
Income from operations
|
$
|
17,165
|
|
$
|
21,289
|
|
$
|
(4,124
|
)
|
||||||
Net sales
increased
during the
six months ended June 30, 2018
, from the
six months ended June 30, 2017
, due to market demand improvements for our steering systems application components resulting from an industry shift from hydraulics to electric-assist steering systems technology. We are realizing the indirect benefits of our customers taking an increasing portion of market share. Also, as the Brazilian economy improves, demand for automotive products is increasing. These volume increases were partially offset by price reductions granted to our customers.
Income from operations
decreased
by
$4.1 million
compared to prior year due to higher start-up costs related to new product launches, lower pricing as noted above, and higher depreciation and lease expenses. These factors were partially offset by implementation of cost savings initiatives and the beneficial impact of higher production volumes.
POWER SOLUTIONS
Power Solutions is focused on growth in the electrical, and aerospace and defense end markets. Within this group we combine materials science expertise with advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies and finished devices used in applications ranging from power control to flight control and for military devices.
We manufacture a variety of products including electrical contacts, connectors, contact assemblies and precision stampings for the electrical end market and high precision products for the aerospace and defense end markets utilizing our extensive process technologies for optical grade plastics, thermally conductive plastics, titanium, Inconel, magnesium and electroplating.
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
98,502
|
|
$
|
97,158
|
|
$
|
1,344
|
|
||||||
|
Volume
|
$
|
1,251
|
|
||||||||||||
|
Foreign exchange effects
|
93
|
|
|||||||||||||
|
Price/mix/inflation/other
|
—
|
|
|||||||||||||
|
Income from operations
|
$
|
11,233
|
|
$
|
13,614
|
|
$
|
(2,381
|
)
|
||||||
Net sales
increased
during the
six months ended June 30, 2018
, from the
six months ended June 30, 2017
, primarily due to growth in the electrical products business.
Income from operations
decreased
by
$2.4 million
primarily due to a shift in product mix toward higher cost raw materials, such as precious metals used in power control products, and investments in the development of new products that we are preparing to launch in the aerospace end market later in 2018.
LIFE SCIENCES
Life Sciences is focused on growth in the medical end market. Within this group we combine advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies and finished devices.
37
We manufacture a variety of components, assemblies and instruments, such as surgical knives, bioresorbable implants, surgical staples, cases and trays, orthopedic implants and tools, laparoscopic devices, and drug delivery devices for the medical and life sciences end market.
|
|
Six Months Ended June 30,
|
||||||||||||||
|
|
2018
|
2017
|
$ Change
|
||||||||||||
|
Net sales
|
$
|
90,353
|
|
$
|
46,243
|
|
$
|
44,110
|
|
||||||
|
Acquisitions
|
$
|
46,139
|
|
||||||||||||
|
Volume
|
(1,291
|
)
|
|||||||||||||
|
Foreign exchange effects
|
—
|
|
|||||||||||||
|
Price/mix/inflation/other
|
(738
|
)
|
|||||||||||||
|
Income from operations
|
$
|
6,245
|
|
$
|
7,420
|
|
$
|
(1,175
|
)
|
||||||
Net sales
increased
during the
six months ended June 30, 2018
, from the
six months ended June 30, 2017
, primarily due to
$46.1 million
of net sales attributable to the Paragon Medical, Bridgemedica, and Vandalia acquisitions, partially offset by a
$1.3 million
reduction in core volume which was attributable to a single customer.
Income from operations
decreased
by
$1.2 million
primarily due to
$3.4 million
in cost of sales for inventory fair value adjustment at Paragon Medical, acquisition related restructuring and integration costs, other costs associated with establishing the Life Sciences Group, and lower core volume as noted above.
Changes in Financial Condition from
December 31, 2017
, to
June 30, 2018
From
December 31, 2017
, to
June 30, 2018
, total assets
increase
d by
$286.1 million
primarily due to assets acquired with the Paragon Medical and Bridgemedica businesses which had
$466.4 million
of total assets as of
June 30, 2018
. Paragon Medical and Bridgemedica contributed
$165.5 million
to the increase in goodwill and
$169.9 million
to intangible assets. Overall, accounts receivable increased consistently with sales growth. Inventories increased as our plants satisfy customer demand. Days inventory outstanding increased slightly by approximately two days due to normal seasonal inventory building activity. Partially offsetting these increases was a
$201.2 million
decrease
in cash to fund the Paragon Medical and Bridgemedica acquisitions and capital expenditures as well as working capital needs.
From
December 31, 2017
, to
June 30, 2018
, total liabilities
increase
d by
$328.9 million
, primarily related to new debt used to partially finance the Paragon Medical acquisition. Paragon Medical and Bridgemedica contributed
$63.8 million
to the increase in total liabilities.
Working capital, which consists principally of cash, accounts receivable, inventories and other current assets offset by accounts payable, accrued payroll costs, income taxes payable, current maturities of long-term debt, and other current liabilities, was
$224.5 million
as of
June 30, 2018
, compared to
$368.9 million
as of
December 31, 2017
. The
decrease
in working capital was due primarily to the decrease in cash used to fund acquisitions and capital expenditures.
Cash
used by
operations was
$19.4 million
for the
six months ended June 30, 2018
, compared with cash
provided by
operations of
$15.8 million
for the
six months ended June 30, 2017
. The difference was primarily due to the decrease in income from operations. The components of the decrease in income from operations are discussed in the “Results of Operations” section. Additionally, cash provided by operating activities for discontinued operations was
$8.7 million
for the
six months ended June 30, 2017
, and was not present in the
six months ended June 30, 2018
.
Cash
used by
investing activities was
$421.7 million
for the
six months ended June 30, 2018
, compared with cash
used by
investing activities of
$20.0 million
for the
six months ended June 30, 2017
. The difference was primarily due to cash paid for the Paragon Medical and Bridgemedica acquisitions and capital expenditures. Cash used by investing activities for discontinued operations was
$5.2 million
for the
six months ended June 30, 2017
.
Cash
provided by
financing activities was
$240.7 million
for the
six months ended June 30, 2018
, compared with cash
provided by
financing activities of
$8.2 million
for the
six months ended June 30, 2017
. The difference was primarily due to proceeds from the new debt facility used to partially finance the Paragon Medical acquisition.
38
Liquidity and Capital Resources
Aggregate principal amounts outstanding under the Senior Secured Term Loan, the Incremental Term Loan, the Senior Secured Revolver, and the Second Lien Facility as of
June 30, 2018
, were
$1,087.2 million
(without regard to debt issuance costs). As of
June 30, 2018
, we could borrow up to
$29.6 million
under the Senior Secured Revolver, subject to certain limitations. This amount of availability is net of $2.4 million of outstanding letters of credit at
June 30, 2018
, which are considered as usage of the Senior Secured Revolver.
Collectively, our Senior Secured Term Loan, Incremental Term Loan, and Senior Secured Revolver comprise our credit facility. Our credit facility is subject to certain financial covenants based on a consolidated net leverage ratio, as defined in the credit facility agreement. The financial covenants are effective when we have outstanding amounts drawn on our Senior Secured Revolver on the last day of any fiscal quarter and become more restrictive over time. We had
$68.0 million
outstanding balance on the Senior Secured Revolver as of
June 30, 2018
, and were in compliance with all covenants under our credit facility and expect to be in compliance with all covenants through
June 30,
2019
.
The Senior Secured Term Loan requires quarterly principal payments of $1.4 million through October 19, 2022, with the remaining principal amount due on the maturity date. If one-month LIBOR is less than 0.75%, then we pay 4.50% per annum in interest. If one-month LIBOR exceeds 0.75%, then we pay the variable one-month LIBOR rate plus an applicable margin of 3.75%. Based on the outstanding balance at
June 30, 2018
, annual interest payments would have been $31.2 million.
The Incremental Term Loan requires quarterly principal payments of $3.0 million through April 3, 2021, with the remaining principal amount due on the maturity date. Based on the outstanding balance at
June 30, 2018
, annual interest payments would have been $15.2 million.
The Senior Secured Revolver bears interest at a rate of one-month LIBOR plus an applicable margin of
3.50%
. Based on the outstanding balance at
June 30, 2018
, annual interest payments would have been $3.8 million. In connection with the closing of the Paragon Medical acquisition on May 7, 2018, we entered into an amendment to our existing credit facility to permit the Paragon Medical acquisition, to permit the Second Lien Credit Agreement, and to amend certain covenants.
We entered into the
$200.0 million
Second Lien Facility on May 7, 2018, to partially fund the Paragon Medical acquisition. The Second Lien Facility matures on April 19, 2023. The Second Lien Facility bears interest at a rate of one-month LIBOR plus an applicable margin of
8.00%
. Based on the outstanding balance at
June 30, 2018
, annual interest payments would have been $20.2 million.
We may voluntarily prepay outstanding loans under the Second Lien Facility, in whole or in part without premium or penalty at any time on or after May 7, 2020. We are subject to a prepayment penalty of 2% of the amount of such loans that we prepay before May 7, 2019. If we prepay any outstanding loans after May 7, 2019, but prior to May 7, 2020, we are subject to a prepayment penalty of 1% of the amount prepaid. The Second Lien Credit Agreement requires us to prepay outstanding loans, subject to certain exceptions, with: (i) a variable percentage of excess cash flow; (ii) 100% of the net cash proceeds of non-ordinary course asset sales or other dispositions of property, and 100% of the net cash proceeds from certain insurance and condemnation events with respect to our assets, subject to customary thresholds and reinvestment rights; and (iii) 100% of the net cash proceeds from the issuance or incurrence of debt obligations for borrowed money not permitted by the Second Lien Credit Agreement.
We believe that funds generated from our consolidated continuing operations and existing cash will provide sufficient cash flow to service the required debt and interest payments under our existing credit facility. The absence of cash flows from discontinued operations is not expected to significantly affect our ability to service our debt.
Our arrangements with customers typically provide that payments are due within 30 to 60 days following the date of shipment. We invoice and receive payment from many of our customers in euros as well as other currencies. Additionally, we are party to various third party and intercompany loans, payables and receivables denominated in currencies other than the U.S. dollar. As a result of these sales, loans, payables and receivables, our foreign exchange transaction and translation risk is elevated. Various strategies to manage this risk are available to management, including producing and selling in local currencies and hedging programs. As of
June 30, 2018
, no currency derivatives were in place. In addition, a strengthening of the U.S. dollar and/or euro against foreign currencies could impair our ability to compete with international competitors for foreign as well as domestic sales.
For the next twelve months, we expect capital expenditures to remain relatively consistent, the majority of which relate to new or expanded business or continuous improvement programs. We believe that funds generated from continuing operations and borrowings from the credit facility will be sufficient to finance capital expenditures and working capital needs through this period. The absence of cash flows from discontinued operations is not expected to significantly affect our ability to finance
39
capital expenditures or working capital needs. We base these assertions on current availability for borrowing of up to
$29.6 million
and forecasted positive cash flow from continuing operations for the next twelve months.
Seasonality and Fluctuation in Quarterly Results
General economic conditions impact our business and financial results, and certain businesses experience seasonal and other trends related to the industries and end markets that they serve. For example, European sales are often weaker in the summer months as customers slow production, medical device sales are often stronger in the fourth calendar quarter, and sales to original equipment manufacturers are often stronger immediately preceding and following the launch of new products. However, as a whole, we are not materially impacted by seasonality.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a material current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
Critical Accounting Policies
Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in the
2017
Annual Report, including those policies as discussed in
Note 1
to the Notes to Consolidated Financial Statements included in the
2017
Annual Report. There have been no changes to these policies during the
six
months ended
June 30, 2018
, except as discussed in
Note 1
to the
Notes to Condensed Consolidated Financial Statements
included in this Quarterly Report on Form 10-Q.
Recent Accounting Pronouncements
See
Note 1
in the
Notes to Condensed Consolidated Financial Statements
included in this Quarterly Report on Form 10-Q.
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
We are exposed to changes in financial market conditions in the normal course of business due to use of certain financial instruments as well as transacting business in various foreign currencies. To mitigate the exposure to these market risks, we have established policies, procedures and internal processes governing the management of financial market risks. We are exposed to changes in interest rates primarily as a result of borrowing activities.
At
June 30, 2018
, we had
$534.3 million
of principal outstanding under the variable rate Senior Secured Term Loan, without regard to debt issuance costs. At
June 30, 2018
, a one-percent increase in the interest rate charged on outstanding variable rate borrowings under the Senior Secured Term Loan would result in interest expense increasing annually by approximately $5.3 million.
At
June 30, 2018
, we had
$285.0 million
of principal outstanding under the Incremental Term Loan, without regard to debt issuance costs. At
June 30, 2018
, a one-percent increase in the interest rate charged on outstanding variable rate borrowings under the Incremental Term Loan would result in interest expense increasing annually by approximately $2.9 million.
At
June 30, 2018
, we had
$68.0 million
of principal outstanding under the Senior Secured Revolver, without regard to debt issuance costs. At
June 30, 2018
, a one-percent increase in the interest rate charged on outstanding variable rate borrowings under the Senior Secured Revolver would result in interest expense increasing annually by approximately $0.7 million.
At
June 30, 2018
, we had
$200.0 million
of principal outstanding under the Second Lien Facility, without regard to debt issuance costs. At
June 30, 2018
, a one-percent increase in the interest rate charged on outstanding variable rate borrowings under the Second Lien Facility would result in interest expense increasing annually by approximately $2.0 million.
Our policy is to manage interest expense using a mix of fixed and variable rate debt. To manage this mix effectively, we may enter into interest rate swaps to exchange the difference between fixed and variable interest amounts. The nature and amount of borrowings may vary as a result of future business requirements, market conditions and other factors. As of
June 30, 2018
, we had no interest rate swaps.
Translation of our operating cash flows denominated in foreign currencies is impacted by changes in foreign exchange rates. We participate in various third party and intercompany loans, payables and receivables denominated in currencies other than
40
the U.S. dollar. To help reduce exposure to foreign currency fluctuation, we have incurred debt in euros in the past. From time to time, we may use foreign currency derivatives to hedge currency exposures when these exposures meet certain discretionary levels. We did not hold a position in any foreign currency derivatives as of
June 30, 2018
.
|
Item 4.
|
Controls and Procedures
|
Disclosure Controls and Procedures
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based upon that evaluation, as a result of the material weaknesses in internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of
June 30, 2018
, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Previously Identified Material Weaknesses in Internal Control Over Financial Reporting
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
We previously disclosed in our
2017
Annual Report the following control deficiencies that constitute material weaknesses in our internal control over financial reporting:
|
•
|
We did not maintain an effective control environment due to a lack of a sufficient complement of personnel with an appropriate level of knowledge, experience and training commensurate with our financial reporting requirements.
|
|
•
|
We did not maintain effective controls over information and communication as it relates to the accounting for income taxes. Specifically, we did not implement and reinforce an adequate process for communication and information sharing necessary to support the functioning of internal control between our tax group and our corporate accounting group.
|
These material weaknesses contributed to the material weaknesses described below:
|
•
|
We did not design and maintain effective internal controls over the accounting for business combinations, which specifically included not designing and maintaining effective controls over the (a) accuracy, valuation and presentation and disclosure for allocating goodwill to our international businesses and (b) completeness, accuracy and valuation of deferred income taxes recorded in connection with business combinations;
|
|
•
|
We did not design and maintain effective internal controls over the accounting for income taxes, which specifically included not designing and maintaining controls over the completeness, accuracy, valuation and presentation and disclosure of deferred income tax accounts, income tax provision and related disclosures.
|
These material weaknesses resulted in immaterial errors to other current assets; property, plant and equipment, net; goodwill; investment in joint venture; other non-current assets; accounts payable; accrued salaries, wages and benefits; other current liabilities; deferred tax liabilities; accumulated other comprehensive income; selling, general and administrative expense; depreciation and amortization; other operating expense/income; write-off of unamortized debt issuance costs; provision/benefit for income taxes; comprehensive income/loss; and cash flows in our consolidated financial statements for the years ended December 31, 2017, 2016 and 2015. These immaterial errors resulted in a revision to previously issued financial statements as discussed in
Note 1
and
Note 17
in the
Notes to Condensed Consolidated Financial Statements
presented in Item 1 of this Quarterly Report. Management has determined that the revision was an additional effect of the material weaknesses described above. Additionally, these control deficiencies could result in a misstatement of substantially all account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Notwithstanding such material weaknesses, our Chief Executive Officer and Chief Financial Officer have concluded that our condensed consolidated financial statements in this Quarterly Report on Form 10-Q present fairly, and in all material respects,
41
our financial position, results of operations and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Remediation Plan for Material Weaknesses
Building on our efforts during 2016 and 2017, with the oversight of the Audit Committee of our Board of Directors, we continue to dedicate significant resources and efforts to improve our control environment and to take steps to remediate the material weaknesses identified above. During the
second
quarter, we completed our gap analysis of our business combinations and income taxes processes supporting internal control over financial reporting to identify areas where new controls are needed and where existing controls need to be enhanced. Based on that analysis, we developed a comprehensive workplan for remediation of the four material weaknesses. This workplan includes detailed process by process work flows with completion dates and responsible parties. We regularly track our progress on completion of the workplan and provide periodic updates to the Audit Committee on our progress.
Ongoing Remediation Efforts
To address the material weakness associated with an insufficient complement of personnel with an appropriate level of knowledge, experience, and training commensurate with our financial reporting requirements, during the second quarter, we hired a Chief Accounting Officer based in our corporate headquarters and Finance Directors in our new Life Sciences and Power Solutions groups. Each of these individuals has significant experience in technical accounting matters and internal controls commensurate with our public company reporting requirements.
To address the material weaknesses associated with the accounting for business combinations and income taxes, we completed a gap analysis of our key controls during the second quarter. Through this analysis we identified areas where new controls were needed as well as areas where control enhancements to our existing controls were necessary. We developed and implemented these controls as part of our second quarter close process and will continue to enhance or modify these controls in future periods if needed.
To address the material weakness associated with information and communication as it relates to the accounting for income taxes and the information sharing necessary to support the functioning of internal control between our tax group and corporate accounting group, we have implemented formal, scheduled meetings which enable us to communicate and share information necessary for the appropriate accounting of income taxes and business combinations matters as well as other matters. We have also clarified roles and responsibilities within and between our finance and tax teams and have included members of our tax team in the execution of certain controls that previously did not have functional tax involvement. These newly implemented formalized meetings are held before and after the finalization of our income tax accounts during the close process. We have implemented these processes and will continue to enhance or modify them as necessary to support the sharing of information between our tax group and corporate accounting group.
In addition to the items above we are working to strengthen the internal control environment for financial reporting through the use of lean office and continuous improvement tools to identify areas for improvement and optimization in our various financial workflows. We have also conducted training on policies and procedures, standardizing business practices, effective communication, strategic thinking, leadership, and process improvement within various financial functional areas including a worldwide financial leaders’ summit.
Status of Remediation Efforts
We believe the measures described above will facilitate the remediation of the control deficiencies we have identified and strengthen our internal control over financial reporting. We are committed to continuing to improve our internal control processes and will continue to review, optimize and enhance our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address control deficiencies, or we may modify, or in appropriate circumstances not complete, certain of the remediation measures described above. These material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
As described above in the “Remediation Plan for Material Weaknesses” section, there were changes during the fiscal quarter ended
June 30, 2018
, in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
42
|
Item 1.
|
Legal Proceedings
|
Brazil ICMS Tax Matter
Prior to the acquisition of Autocam Corporation in 2014 (“Autocam”), Autocam’s Brazilian subsidiary received notification from the Brazilian tax authorities regarding ICMS (state value added tax or VAT) tax credits claimed on intermediary materials (tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing processes. Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process.
We believe that we have substantial legal and factual defenses, and we plan to defend our interests in this matter vigorously. While we believe a loss is not probable, we estimate the range of possible losses related to this assessment is from
$0
to
$6.0 million
.
No
amount was accrued at
June 30, 2018
, for this matter. There was
no
material change in the status of this matter from
December 31, 2017
, to
June 30, 2018
.
We are entitled to indemnification from the former shareholders of Autocam, subject to the limitations and procedures set forth in the agreement and plan of merger relating to the Autocam acquisition. Management believes the indemnification would include amounts owed for the tax, interest and penalties related to this matter.
All Other Legal Matters
All other legal proceedings are of an ordinary and routine nature and are incidental to our operations. Management believes that such proceedings should not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations or cash flows. In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes.
|
Item 1A.
|
Risk Factors
|
There have been no material changes to the risk factors disclosed in our
2017
Annual Report on Form 10-K for the fiscal year ended
December 31, 2017
, which was filed with the SEC on
April 2, 2018
, under Item 1A. “Risk Factors.”
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
Period
|
Total Number of
Shares Purchased (1)
|
Average Price Paid
Per Share
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (1)
|
Maximum Number (or
Approximate Dollar Value)
of Shares That May Yet
Be Purchased Under the
Plan or Programs (1)
|
|||||||||
|
April 2018
|
18,399
|
|
$
|
20.30
|
|
—
|
|
—
|
|
||||
|
May 2018
|
—
|
|
—
|
|
|||||||||
|
June 2018
|
—
|
|
$
|
—
|
|
—
|
|
—
|
|
||||
|
Total
|
18,399
|
|
$
|
20.30
|
|
—
|
|
—
|
|
||||
|
(1)
|
Shares were withheld to pay for tax obligations due upon the vesting of restricted stock held by certain employees granted under the NN, Inc. Amended and Restated 2011 Stock Incentive Plan (the “Plan”). The Plan provides for the withholding of shares to satisfy tax obligations. It does not specify a maximum number of shares that can be withheld for this purpose. These shares may be deemed to be “issuer purchases” of shares that are required to be disclosed pursuant to this Item.
|
|
Item 3.
|
Defaults upon Senior Securities
|
None.
43
|
Item 4.
|
Mine Safety Disclosures
|
Not applicable.
|
Item 5.
|
Other Information
|
None.
44
|
Item 6.
|
Exhibits
|
|
Exhibit
No.
|
|
Description
|
|
2.1
|
|
|
|
10.1
|
|
|
|
10.2
|
||
|
10.3
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
32.2
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
101.SCH
|
|
XBRL Taxonomy Extension Service
|
|
101.CAL
|
|
Taxonomy Calculation Linkbase
|
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase
|
|
101.PRE
|
|
XBRL Presentation Linkbase Document
|
|
101.DEF
|
|
XBRL Definition Linkbase Document
|
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
NN, Inc.
|
|
|
(Registrant)
|
|
|
Date: August 9, 2018
|
/s/ Richard D. Holder
|
|
Richard D. Holder,
|
|
|
President, Chief Executive Officer and Director
|
|
|
(Principal Executive Officer)
(Duly Authorized Officer)
|
|
|
Date: August 9, 2018
|
/s/ Thomas C. Burwell, Jr.
|
|
Thomas C. Burwell, Jr.
|
|
|
Senior Vice President—Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
(Duly Authorized Officer)
|
|
46
TABLE OF CONTENTS
Part I. Financial InformationItem 1. Financial StatementsNote 1 . Interim Financial StatementsNote 2 . Discontinued OperationsNote 3 . AcquisitionsNote 4. Segment InformationNote 5. InventoriesNote 6 . GoodwillNote 7 . Intangible Assets, NetNote 8 . Investment in Joint VentureNote 9 . Income TaxesNote 10 . DebtNote 11 . Restructuring and IntegrationNote 12 . Commitments and ContingenciesNote 13 . Revenue From Contracts with CustomersNote 14. Shared-based CompensationNote 15. Net Income (loss) Per ShareNote 16. Fair Value MeasurementsNote 17 . Prior Periods Financial Statement RevisionItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 3. Defaults Upon Senior SecuritiesItem 4. Mine Safety DisclosuresItem 5. Other InformationItem 6. Exhibits