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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 1999
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OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number 0-23486
NN BALL & ROLLER, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 62-1096725
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
800 TENNESSEE ROAD
ERWIN, TENNESSEE 37650
(Address of principal executive offices, including zip code)
(423) 743-9151
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
As of August 12, 1999 there were 15,244,308 shares of the registrant's common
stock, par value $0.01 per share, outstanding.
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NN BALL & ROLLER, INC.
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Statements of Income and Comprehensive Income for the
three and six months ended June 30, 1999 and 1998 2
Condensed Balance Sheets at June 30, 1999 and December 31, 1998 3
Condensed Statements of Changes in Stockholders' Equity
for the six months ended June 30, 1999 and 1998 4
Condensed Statements of Cash Flows for the six months
ended June 30, 1999 and 1998 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Index To Exhibits 16
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
NN BALL & ROLLER, INC.
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA 1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net sales $ 17,475 $ 19,674 $ 35,387 $ 40,560
Cost of goods sold 12,591 13,563 25,114 27,740
------------ ------------ ------------ ------------
Gross profit 4,884 6,111 10,273 12,820
Selling, general and administrative 1,027 1,530 2,245 2,834
Depreciation 1,231 1,179 2,475 2,338
------------ ------------ ------------ ------------
Income from operations 2,626 3,402 5,553 7,648
Interest expense 8 18 9 33
------------ ------------ ------------ ------------
Income before provision for income taxes 2,618 3,384 5,544 7,615
Provision for income taxes 903 1,060 1,867 2,624
------------ ------------ ------------ ------------
Net income $ 1,715 $ 2,324 $ 3,677 $ 4,991
Other comprehensive income:
Foreign currency translation (426) 72 (1,287) (189)
------------ ------------ ------------ ------------
Other comprehensive income (426) 72 (1,287) (189)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Comprehensive income $ 1,289 $ 2,396 $ 2,390 $ 4,802
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net income per common share $ 0.12 $ 0.16 $ 0.25 $ 0.34
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average number of
shares outstanding 14,807,850 14,827,626 14,805,688 14,810,770
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>
SEE ACCOMPANYING NOTES.
2
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NN BALL & ROLLER, INC.
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
THOUSANDS OF DOLLARS (UNAUDITED)
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 5,449 $ 1,430
Accounts receivable, net 13,946 11,643
Inventories, net 10,371 14,425
Other current assets 1,248 1,073
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Total current assets 31,014 28,571
Property, plant and equipment, net 36,010 38,289
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Total assets $67,024 $66,860
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 4,050 $ 4,451
Accrued vacation expense 662 431
Deferred Income 705 828
Income taxes payable 334 786
Other current liabilities 2,029 1,142
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Total current liabilities 7,780 7,638
Deferred income taxes 2,980 2,980
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Total liabilities 10,760 10,618
Total stockholders' equity 56,264 56,242
------- -------
Total liabilities and stockholders' equity $67,024 $66,860
------- -------
------- -------
</TABLE>
SEE ACCOMPANYING NOTES.
3
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NN BALL & ROLLER, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(UNAUDITED)
<TABLE>
<CAPTION>
ACCUMULATED
COMMON STOCK ADDITIONAL RETAINED OTHER
NUMBER PAR PAID IN EARNINGS COMPREHENSIVE
THOUSANDS OF DOLLARS OF SHARES VALUE CAPITAL (DEFICIT) INCOME TOTAL
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<S> <C> <C> <C> <C> <C> <C>
Balance, January 1, 1998 14,804 $149 $27,902 $25,387 $(467) $52,971
Net income 4,991 4,991
Dividends (2,369) (2,369)
Other comprehensive income (189) (189)
------ ---- ------- ------- ------- -------
Balance, June 30, 1998 14,804 $149 $27,902 $28,009 $(656) $55,404
------ ---- ------- ------- ------- -------
------ ---- ------- ------- ------- -------
Balance, January 1, 1999 14,804 $149 $27,902 $28,306 $(115) $56,242
Net income 3,677 3,677
Dividends (2,368) (2,368)
Other comprehensive income (1,287) (1,287)
------ ---- ------- ------- ------- -------
Balance, June 30, 1999 14,804 $149 $27,902 $29,615 $(1,402) $56,264
------ ---- ------- ------- ------- -------
------ ---- ------- ------- ------- -------
</TABLE>
SEE ACCOMPANYING NOTES.
4
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NN BALL & ROLLER, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
THOUSANDS OF DOLLARS 1999 1998
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<S> <C> <C>
OPERATING ACTIVITIES:
Net income $3,677 $4,991
Adjustments to reconcile net income:
Depreciation 2,475 2,338
Changes in operating assets and liabilities:
Accounts receivable (2,303) (4,373)
Inventories 4,054 (380)
Taxes refundable/payable (452) (221)
Other current assets (175) 394
Accounts payable (401) 1,551
Other liabilities 995 564
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Net cash provided by operating activities 7,870 4,864
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INVESTING ACTIVITIES:
Acquisition of plant, property, and equipment (261) (2,626)
Proceeds from disposals of property, plant and equipment 65 --
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Net cash used by investing activities (196) (2,626)
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FINANCING ACTIVITIES:
Proceeds under revolving credit facility -- 1,170
Dividends (2,368) (2,369)
Effect of currency translation (1,287) (189)
----------- ----------
Net cash (used) by financing activities (3,655) (1,388)
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NET CHANGE IN CASH AND CASH EQUIVALENTS 4,019 850
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,430 366
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CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,449 $1,216
----------- ----------
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</TABLE>
SEE ACCOMPANYING NOTES.
5
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NN BALL & ROLLER, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
NOTE 1. INTERIM FINANCIAL STATEMENTS
The accompanying condensed financial statements of NN Ball & Roller, Inc. have
not been audited by independent accountants, except for the balance sheet at
December 31, 1998. In the opinion of the Company's management, the financial
statements reflect all adjustments necessary to present fairly the results of
operations for the three and six month periods ended June 30, 1999 and 1998, the
Company's financial position at June 30, 1999 and December 31, 1998, and the
cash flows for the six month periods ended June 30, 1999 and 1998. These
adjustments are of a normal recurring nature and are, in the opinion of
management, necessary for fair presentation of the financial position and
operating results for the interim periods.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted from the interim financial statements presented
in this Quarterly Report on Form 10-Q.
The results for the first and second quarters of 1999 are not necessarily
indicative of future results.
NOTE 2. INVENTORIES
Inventories are stated at the lower of cost or market, with cost being
determined by the first-in, first-out method.
Inventories are comprised of the following (in thousands):
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1999 1998
(UNAUDITED)
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<S> <C> <C>
Raw materials $ 2,581 $ 3,611
Work in process 1,755 2,850
Finished goods 6,095 8,024
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10,431 14,485
Less - Reserve for excess and obsolete inventory 60 60
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$ 10,371 $ 14,425
------------ -------------
------------ -------------
</TABLE>
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NOTE 3. NET INCOME PER SHARE
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
1999 1998 1999 1998
THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE DATA
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $ 1,715 $ 2,324 $ 3,677 $ 4,991
Adjustments to net income -- -- -- --
----------- ----------- ----------- -----------
Net income $ 1,715 $ 2,324 $ 3,677 $ 4,991
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Basic shares outstanding 14,804,244 14,804,244 14,804,244 14,804,244
Effect of dilutive stock options 3,606 23,382 1,444 6,526
----------- ----------- ----------- -----------
Dilutive shares outstanding 14,807,850 14,827,626 14,805,688 14,810,770
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Basic net income per share $ 0.12 $ 0.16 $ 0.25 $ 0.34
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
Diluted net income per share $ 0.12 $ 0.16 $ 0.25 $ 0.34
----------- ----------- ----------- -----------
----------- ----------- ----------- -----------
</TABLE>
Excluded from the shares outstanding for the second quarter ended June 30, 1999
and 1998 were 438,125 and 70,750 antidilutive options, respectively, which had
exercise prices ranging from $6.38 to $15.50 and $12.50 to $15.50. Excluded from
the shares outstanding for the six months ended June 30, 1999 and 1998 were
510,125 and 426,500 antidilutive options, respectively, which had exercise
prices ranging from $6.00 to $15.50 and $11.13 to $15.50.
NOTE 4. SEGMENT INFORMATION
The Company's reportable segments represent geographic business units that offer
similar products. They are managed separately due to logistics and differences
in business cultures. The Company's United States operations are distributed
among two manufacturing facilities in Tennessee and one manufacturing facility
in South Carolina. All of these facilities are engaged in the production of
precision balls and rollers used primarily in the bearing industry. The
Company's European operations are centralized in one manufacturing facility
located in Kilkenny, Ireland. The facility is also engaged in the production of
precision balls used primarily in the bearing industry.
The accounting policies of the segments do not differ from those of the
consolidated entity. The Company evaluates segment performance based on profit
or loss from operations before income taxes not including non-recurring gains or
losses. The Company accounts for intersegment sales and transfers at current
market prices; however, the Company did not have any material intersegment
transactions during the three or six-month period ended June 30, 1999.
<TABLE>
<CAPTION>
THREE MONTHS ENDED
JUNE 30,
1999 1998
THOUSANDS OF DOLLARS U.S. EUROPE U.S. EUROPE
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<S> <C> <C> <C> <C>
Revenues from external customers $15,491 $ 1,984 $18,028 $ 1,646
Segment profit/(loss) 2,438 180 3,407 (23)
Segment assets 54,670 12,354 57,948 11,043
</TABLE>
7
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<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
1999 1998
THOUSANDS OF DOLLARS U.S. EUROPE U.S. EUROPE
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<S> <C> <C> <C> <C>
Revenues from external customers $31,104 $ 4,283 $37,880 $2,680
Segment profit/(loss) 5,022 522 7,758 (143)
Segment assets 54,670 12,354 57,948 11,043
</TABLE>
Segment assets for U.S. and Europe at December 31, 1998 were $53.5 million and
$13.4 million, respectively.
NOTE 5. SUBSEQUENT EVENT
Effective July 4, 1999 the Company acquired substantially all of the assets and
assumed certain liabilities of Earsley Capital Corporation, a Nevada corporation
and successor to and formerly known as Industrial Molding Corporation ("IMC").
IMC, located in Lubbock, Texas, operates as a premier full-service designer and
manufacturer of precision plastic injection molded components. The Company plans
to continue the operation of the IMC business as a subsidiary entity. The
Company paid consideration of approximately $26 million, consisting of cash in
the amount of $23.5 million and 440,038 shares of its common stock, for the net
assets acquired from IMC. Cash used in the acquisition was obtained from the
Company's existing line of credit with First American Bank.
IMC reported earnings of $1.9 million and $1.2 million on net sales of $28.1
million and $13.7 million for the year ended January 2, 1998 and the six-month
period ended July 4, 1999, respectively. Net assets of IMC which were acquired
by the Company approximated $13.7 million and $16 million at January 2, 1999 and
July 4, 1999, respectively.
8
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1999 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
1998
NET SALES. Net sales decreased by approximately $2.2 million, or 11.2%, from
$19.7 million for the second quarter of 1998 to $17.5 million for the second
quarter of 1999. Foreign sales decreased $1.4 million, or 15.0%, from $9.3
million in the second quarter of 1998 to $7.9 million during the second quarter
of 1999. The decrease in foreign sales was due primarily to decreased global
demand for the Company's products due to weak sales volumes and to a lessor
degree decreased selling prices to existing customers. Domestic sales decreased
$800,000, or 7.7%, from $10.4 million in the second quarter of 1998 to $9.6
million in the second quarter of 1999. This decrease was due primarily to
decreased sales to existing customers.
GROSS PROFIT. Gross profit decreased $1.2 million or 20.0%, from $6.1 million
for the second quarter of 1998 to $4.9 million for the second quarter of 1999.
As a percentage of net sales, gross profit decreased from 31.1% in the second
quarter of 1998 to 27.9% for the same period in 1999. This decrease in gross
profit as a percentage of net sales was due primarily to decreased levels of
volume during the second quarter of 1999 as compared to the second quarter of
1998 and related capacity under-utilization. Also, planned inventory reductions
of approximately $2.6 million during the 1999 second quarter contributed to the
decrease.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by $503,000 or 32.9%, from $1.5 million in the second quarter
of 1998 to $1.0 million in the second quarter of 1999. This decrease was due
primarily to lower salary, travel and advertising expenses. As a percentage of
net sales, selling, general and administrative expenses decreased from 7.8% for
the second quarter of 1998 to 5.9% for the same period in 1999.
DEPRECIATION. Depreciation expense increased from $1.18 million for the second
quarter of 1998 to $1.23 million for the same period in 1999. As a percentage of
net sales, depreciation expense increased from 6.0% in the second quarter of
1998 to 7.0% in the second quarter of 1999.
INTEREST EXPENSE. Interest expense decreased from $18,000 in the second quarter
of 1998 to $8,000 during the same period in 1999.
NET INCOME. Net income decreased by $609,000 or 26.2%, from $2.3 million for the
second quarter of 1998 to $1.7 million for the same period in 1999. As a
percentage of net sales, net income decreased from 11.8% in the second quarter
of 1998 to 9.8% for the second quarter of 1999.
SIX MONTHS ENDED JUNE 30, 1999 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1998
NET SALES. Net sales decreased by approximately $5.2 million, or 12.7%, from
$40.6 million for the first six months of 1998 to $35.4 million for the same
period in 1999. Foreign sales decreased $3.8 million, or 19.6%, from $19.4
million in the first six months of 1998 to $15.6 million during the same period
of 1999. The decrease in foreign sales was due primarily to decreased global
demand for the Company's products due to weak sales volumes and to a lessor
degree decreased selling prices to existing customers. Domestic sales decreased
$1.4 million, or 6.6%, from $21.2 million in the first six months of 1998 to
$19.8 million in the same period of 1999. This decrease was due primarily to
decreased sales to existing customers.
9
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GROSS PROFIT. Gross profit decreased $2.5 million, or 19.9%, from $12.8 million
for the first six months of 1998 to $10.3 million for the same period of 1999.
As a percentage of net sales, gross profit decreased from 31.7% in the first six
months of 1998 to 29.0% in the same period of 1999. This decrease in gross
profit as a percentage of net sales was due primarily to decreased levels of
volume during the first half of 1999 as compared to the first half of 1998 and
related capacity under-utilization. Also, planned inventory reductions of
approximately $4.0 million since the beginning of the year contributed to the
decline.
SELLING, GENERAL AND ADMINISTRATIVE. Selling, general and administrative
expenses decreased by $589,000, or 20.8%, from $2.8 million in the first six
months of 1998 to $2.2 million in the same period of 1999. This decrease was due
primarily to lower salary, travel and advertising expenses. As a percentage of
net sales, selling, general and administrative expenses decreased from 7.0% in
the first six months of 1998 to 6.3% for the same period in 1999.
DEPRECIATION. Depreciation expense increased from $2.3 million for the first six
months of 1998 to $2.5 million for the same period in 1999. This increase was
due primarily to purchases of capital equipment. As a percentage of net sales,
depreciation expense increased from 5.8% for the first six months of 1998 to
7.0% for the same period in 1999.
INTEREST EXPENSE. Interest expense decreased from $33,000 in the first six
months of 1998 to $9,000 during the same period in 1999.
NET INCOME. Net income decreased by $1.3 million, or 26.3%, from $5.0 million
for the first six months of 1998 to $3.7 million for the same period for 1999.
As a percentage of net sales, net income decreased from 12.3% for the first six
months of 1998 to 10.4% for the same period for 1999.
LIQUIDITY AND CAPITAL RESOURCES
In July 1997, the Company entered into a loan agreement with First American
National Bank ("First American") which provides for a revolving credit facility
of up to $25 million, expiring on June 30, 2000. Amounts outstanding under the
revolving facility are unsecured and bear interest at a floating rate equal to,
at the Company's option, either LIBOR plus 0.65% or the Fed Funds effective rate
plus 1.5%. The loan agreement contains customary financial and operating
restrictions on the Company, including covenants, restricting the Company,
without First American's consent, from incurring additional indebtedness from,
or pledging any of its assets to, other lenders and from disposing of a
substantial portion of its assets. In addition, the Company is prohibited from
declaring any dividend if a default exists under the revolving credit facility
at the time of, or would occur as a result of, such declaration. The loan
agreement also prohibits sales of property outside of the ordinary course of
business. The loan agreement also contains customary financial covenants with
respect to the Company, including a covenant that the Company's earnings will
not decrease in any year by more than fifty percent of earnings in the Company's
immediately preceding fiscal year. The Company, as of August 9, 1999 was in
compliance with all such covenants.
In July 1999, the Company borrowed $18.5 million under the revolving credit
facility in order to execute its purchase of selected assets of Earsley Capital
Corporation. As a result of this transaction, management is in the process of
renegotiating the terms of the revolving credit facility with First American.
The Company's arrangements with its domestic customers typically provide that
payments are due within 30 days following the date of the Company's shipment of
goods, while arrangements with foreign customers (other than foreign customers
that have entered into an inventory management program with the Company)
generally provide that payments are due within either 90 or 120 days following
the date of shipment. Under the Company's inventory management program, payments
typically are due within 30 days after the product is used by the customer. The
Company's net sales historically have not been of a seasonal nature. However, as
foreign sales have increased as a percentage of total sales, seasonality has
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become a factor for the Company in that many foreign customers cease production
during the month of August.
The Company bills and receives payment from some of its foreign customers in
their local currency. To date, the Company has not been materially adversely
affected by currency fluctuations or foreign exchange restrictions. Nonetheless,
as a result of these sales, the Company's foreign exchange risk has increased.
Various strategies to manage this risk are under development and implementation,
including a hedging program. In addition, a strengthening of the U.S. dollar
against foreign currencies could impair the ability of the Company to compete
with international competitors for foreign as well as domestic sales.
Working capital, which consists principally of accounts receivable and
inventories, was $23.2 million at June 30, 1999 as compared to $20.9 million at
December 31, 1998. The ratio of current assets to current liabilities increased
from 3.7:1 at December 31, 1998 to 4.0:1 at June 30, 1999. Cash flow from
operations increased from $4.9 million during the six months of 1998 to $7.9
million during the first six months of 1999. This increase was primarily
attributed to a decrease of $4.0 million in inventories for the first half of
1999 as compared to an increase of $380,000 for the first half of 1998.
During 1999, the Company plans to spend approximately $3.0 million on capital
expenditures (of which approximately $1.2 million has been spent through June
30, 1999) including the purchase of additional machinery and equipment for all
three of the Company's U.S. facilities as well as the Ireland facility. The
Company intends to finance these activities with cash generated from operations
and funds available under the credit facility described above. The Company
believes that funds generated from operations and borrowings from the credit
facility will be sufficient to finance the Company's working capital needs and
projected capital expenditure requirements through December 1999.
YEAR 2000
The Year 2000 issue is the result of computer programs written using two digits
rather than four digits to identify a particular year. Without corrective
action, programs with time-sensitive software could potentially act as if a date
ending in "00" is the year 1900 rather than the year 2000. This could cause
computer applications to create erroneous results or cause a system failure.
The Company has conducted a comprehensive evaluation of both its information
technology systems and non-information technology systems to determine if there
would be a Year 2000 problem with these systems. Prior to that evaluation,
however, the Company had decided to upgrade its information technology systems.
The systems the Company has installed have been certified by the vendor to be
Year 2000 compliant. The Company also evaluated its non-information technology
systems and received certification by the manufacturers of that equipment that
they are Year 2000 compliant.
As of June 30, 1999, the Company has sustantially completed these system
upgrades. The Company has also developed contingency plans that it believes
would permit it to continue operating without causing any material harm to the
results of operations.
The Company has spent approximately $800,000 to replace its information
technology systems and train personnel. The Company has assigned one employee to
coordinate its Year 2000 efforts, and has relied on existing personnel to
evaluate its Year 2000 readiness.
The Company relies on third party suppliers for raw materials and a variety of
goods and services. Among its most important suppliers are those that provide
the steel necessary to make quality balls and rollers. The Company has obtained
written representation from approximately 70 percent of its suppliers and
vendors and expects to receive responses from its remaining suppliers and
vendors by the end of the year. So far, no supplier or vendor has indicated that
the Year 2000 issue will affect its ability to provide goods and services to the
Company. Despite these assurances, if the Company's suppliers are unable to meet
its
11
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needs, there could be a material adverse effect on the results of operations,
liquidity and financial condition of the Company.
The Company believes it is taking the necessary steps to resolve the Year 2000
issue in a comprehensive and timely manner. Nonetheless, should any unforeseen
circumstance arise that would delay the replacement of its systems, the
Company's ability to manufacture and ship its products, take orders, invoice
customers, and collect payment could be adversely affected. This could have a
material adverse effect on the Company's results of operations, liquidity and
financial condition to a degree the Company has not determined.
THE EURO
The treaty on European Union provided that an economic and monetary union be
established in Europe whereby a single European currency, the Euro, was
introduced to replace the currencies of participating member states. The Euro
was introduced on January 1, 1999, at which time the value of participating
member state currencies were irrevocably fixed against the Euro and the European
Currency Unit. For the three year transitional period ending December 31, 2001,
the national currencies of member states will continue to circulate but be in
subunits of the Euro. At the end of the transitional period, Euro banknotes and
coins will be issued, and the national currencies of the member states will be
legal tender no later than June 30, 2002.
The Company currently has operations in Ireland, which is one of the Euro
participating countries, and sells product to customers in many of the
participating countries. The functional currency of the Company's Ireland
operations will remain unchanged until December 31, 2001, when it will switch to
the Euro. The Company is in the process of reviewing and making changes required
for Euro readiness and does not anticipate the costs associated with the
implementation of the Euro to be significant.
CAUTIONARY STATEMENTS FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
The Company wishes to caution readers that this report and future filings by the
Company, press releases and oral statements made by the Company's authorized
representatives may contain, forward looking statements that involve certain
risks and uncertainties. The Company's actual results could differ materially
from those expressed in such forward looking statements due to important factors
bearing on the Company's business, many of which already have been discussed in
this filling and in the Company's prior filings.
The following paragraphs discuss the risk factors the Company regards as the
most significant, although the Company wishes to caution that other factors that
are currently not considered significant or that currently cannot be foreseen
may in the future prove to be important in affecting the Company's results of
operations. The Company undertakes no obligation to publicly update or revise
any forward looking statements, whether as a result of new information, future
events or otherwise.
INDUSTRY RISKS. The precision ball and roller industry is cyclical and tends to
decline in response to overall declines in industrial production. The Company's
sales in the past have been negatively affected, and in the future very likely
would be negatively affected, by adverse conditions in the industrial production
sector of the economy or by adverse global or national economic conditions
generally.
COMPETITION. The precision ball and roller market is highly competitive, and
many of the ball and roller manufacturers in the market are larger and have
substantially greater resources than the Company. The Company's competitors are
continuously exploring and implementing improvements in technology and
manufacturing processes in order to improve product quality, and the Company's
ability to remain competitive will depend, among other things, on whether it is
able, in a cost effective manner, to keep
12
<PAGE>
apace with such quality improvements. In addition, the Company competes with
many of its customers that, in addition to producing bearings, also internally
produce balls and rollers for sale to third parties. The Company also faces a
risk that its customers will decide to produce balls and rollers internally
rather than outsourcing their needs to the Company.
RAPID GROWTH. The Company has significantly expanded its production facilities
and capacity over the last several years. The Company currently is not operating
at full capacity and faces risks of further under-utilization or inefficient
utilization of its production facilities in future years. The Company also faces
risks associated with inefficiencies, delays and increased depreciation costs
associated with its plant expansions.
RAW MATERIAL SHORTAGES. Because the balls and rollers manufactured by the
Company have highly-specialized applications, their production requires the use
of very particular types of steel. Due to quality constraints, the Company
obtains the majority of its steel from overseas suppliers. Steel shortages or
transportation problems, particularly with respect to 52100 Steel, could have a
detrimental effect on the Company's business.
RISKS ASSOCIATED WITH INTERNATIONAL TRADE. Because the Company obtains a
majority of its raw materials from overseas suppliers and sells to a large
number of international customers, the Company faces risks associated with (i)
adverse foreign currency fluctuations, (ii) changes in trade, monetary and
fiscal policies, laws and regulations, and other activities of governments,
agencies and similar organizations, (iii) the imposition of trade restrictions
or prohibitions, (iv) the imposition of import or other changes or taxes, and
(v) unstable governments or legal systems in countries in which the Company's
suppliers and customers are located. An increase in the value of the United
States dollar relative to foreign currencies may adversely affect the ability of
the Company to compete with its foreign-based competitors for international as
well as domestic sales.
DEPENDENCE ON MAJOR CUSTOMERS. During 1998, the Company's ten largest customers
accounted for approximately 76% of its net sales. Sales to various US and
foreign divisions of SKF, which is one of the largest bearing manufacturers in
the world, accounted for approximately 37% of net sales in 1998, and sales to
FAG accounted for approximately 11% of net sales. None of the Company's other
customers accounted for more than 10% of its net sales in 1998, but sales to
three of its customers each represented more than 5% of the Company's 1998 net
sales. The loss of all or a substantial portion of sales to these customers
would have a material adverse effect on the Company's business.
13
<PAGE>
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company's Annual Meeting of Stockholders was held on May 13, 1999. As of
March 19, 1999, the record date for the meeting, there were 14,804,271 shares of
common stock outstanding and entitled to vote at the meeting. There were present
at said meeting, in person or by proxy, stockholders holding 12,733,060 shares
of common stock, constituting approximately 86% of the shares of common stock
outstanding and entitled to vote, which constituted a quorum.
The first matter voted upon at the meeting was the election of G. Ronald Morris
and Steven T. Warshaw as Class II Directors to serve for three-year terms. The
results of the voting in connection with such elections were as follows:
<TABLE>
<CAPTION>
FOR WITHHELD
<S> <C> <C>
G. Ronald Morris 12,168,045 565,015
Steven T. Warshaw 12,173,134 559,926
</TABLE>
Accordingly, all nominees were elected to serve until the 2002 Annual Meeting of
Stockholders and until their successors are duly elected and qualified. In
addition to the foregoing directors, Richard D. Ennen and Roderick R. Baty are
serving terms to expire at the 2000 Annual Meeting of Stockholders, and Michael
D. Huff and Michael E. Werner are serving terms which are to expire at the 2001
Annual Meeting of Stockholders. Mr. Ennen, the Company's founder, continues in
his position as Chairman of the Company's Board of Directors.
The second matter voted upon at the 1999 Annual Meeting of Stockholders was the
approval of an amendment to the Company's Stock Incentive Plan (the "Plan") to
increase the number of shares available for issuance pursuant to awards made
under the Plan from 1,125,000 to 1,625,000. The vote was 12,630,082 For and
2,095,810 Against, and there were 850,588 Abstentions.
The Third matter voted upon at the 1999 Annual Meeting of Stockholders was the
ratification of PricewaterhouseCoopers, LLP as independent public accountants to
audit the Company's accounts for the fiscal year ending December 31, 1999. The
vote was 12,706,844 For and 22,972 Against, and there were 3,244 Abstentions.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits Required by Item 601 of Regulation S-K
27 Financial Data Schedules (for information of SEC only)
(b) No reports on Form 8-K were filed during the quarter ending June 30, 1999.
14
<PAGE>
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 Ball & Roller, Inc.
------------------------------------------
(Registrant)
Date: August 12, 1999 /s/ Roderick R. Baty
- ----------------------------- ------------------------------------------
Roderick R. Baty,
President and Chief Executive
Officer
(Duly Authorized Officer)
Date: August 12, 1999 /s/ David Dyckman
- ----------------------------- ------------------------------------------
David Dyckman
Chief Financial Officer
(Principal Financial Officer)
(Duly Authorized Officer)
Date: August 12, 1999 /s/ William C. Kelly, Jr.
- ----------------------------- ------------------------------------------
William C. Kelly, Jr.,
Treasurer, Secretary and
Chief Accounting Officer
(Principal Accounting Officer)
(Duly Authorized Officer)
15
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
27 Financial Data Schedules (for information of SEC only)
</TABLE>
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<CIK> 0000918541
<NAME> NN BALL & ROLLER, INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> APR-01-1999
<PERIOD-END> JUN-30-1999
<CASH> 5,449
<SECURITIES> 0
<RECEIVABLES> 14,464
<ALLOWANCES> 518
<INVENTORY> 10,371
<CURRENT-ASSETS> 31,014
<PP&E> 36,010
<DEPRECIATION> 27,554
<TOTAL-ASSETS> 67,024
<CURRENT-LIABILITIES> 7,780
<BONDS> 0
0
0
<COMMON> 149
<OTHER-SE> 56,115
<TOTAL-LIABILITY-AND-EQUITY> 56,264
<SALES> 17,475
<TOTAL-REVENUES> 17,475
<CGS> 12,591
<TOTAL-COSTS> 12,591
<OTHER-EXPENSES> 2,250
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 8
<INCOME-PRETAX> 2,618
<INCOME-TAX> 903
<INCOME-CONTINUING> 1,715
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,715
<EPS-BASIC> 0.12
<EPS-DILUTED> 0.12
</TABLE>
