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Management’s Discussion and Analysis of Financial Condition and Results of Operations is intended to help the reader understand the results of operations and financial condition of NN, Inc. and its consolidated subsidiaries for the three and six months ended June 30, 2026. The financial information as of June 30, 2026, should be read in conjunction with the consolidated financial statements for the year ended December 31, 2025, contained in our Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”), and the Condensed Consolidated Financial Statements included in this Quarterly Report.
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by words such as, but not limited to, “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “predicts,” “projects,” “will,” and similar expressions. These include, among other things, statements relating to the future growth of NN’s business and revenues, competitive position, expected new business wins, capital expenditures, and other aspects of the Company’s business operations, financial condition, and strategies. Forward-looking statements may appear throughout this report and other documents we file with the Securities and Exchange Commission (SEC), including without limitation, the following sections: Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated in our subsequent Quarterly Reports on Form 10-Q. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. The potential risks and uncertainties that could cause actual results to differ from the results predicted include, among others, those risks and uncertainties included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s filings made with the SEC, which are available on the SEC website at www.sec.gov. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Overview
NN, Inc., a Delaware corporation, is a 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 a variety of end markets on a global basis. As used in this Quarterly Report, the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc. and its subsidiaries. Except for per share data, percentages, or as otherwise indicated, all dollar amounts and share counts presented in the tables in this Management's Discussion and Analysis of Financial Condition and Results of Operations are in thousands.
Private Placement
On June 30, 2026, we entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers 24,509,804 shares (the “Shares”) of our common stock in a private placement transaction (the “Private Placement”). The purchase price per share of common stock in the Private Placement was $3.06 per share (the “Purchase Price”). The closing of the Private Placement occurred on July 2, 2026 (the “Closing”). We received total net proceeds from the Private Placement of $70.4 million, after deducting offering expenses paid by the Company.
Series D Perpetual Preferred Stock Redemption and Exchange
On August 5, 2026, we entered into an Exchange Agreement (the “Exchange Agreement”) with NHTV Holdings, LP (the “Holder”), the holder of the Series D Preferred Stock issued pursuant to the Certificate of Designation of Series D Perpetual Preferred Stock (the “Certificate of Designation”). Pursuant to the terms of the Exchange Agreement, on August 5, 2026, we exchanged 9,850 shares of Series D Preferred Stock for 5,500,000 newly issued shares of our common stock, par value $0.01 per share (the “Common Stock” and the transaction, the “Exchange”). The Exchange was conditioned upon the concurrent consummation of the Redemption (defined below).
In addition, pursuant to the Exchange Agreement, the Holder agreed to reduce (a) the Cash Dividend Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference (as defined in the Certificate of Designation) and (b) the Preference Accrual Rate (as defined in the Certificate of Designation) to an amount equal to 10.0% per annum of the then current Liquidation Preference, in each case through August 5, 2027. After August 5, 2027, the Cash Dividend Rate and the Preference Accrual Rate will revert to the amounts as calculated in accordance with the Certificate of Designation. The Holder also agreed that in the event we redeem in full for cash all of the then-outstanding Series D Preferred Stock from the Holder in accordance with the Certificate of Designation and pay the Holder the aggregate Redemption Price (as defined in the Certificate of Designation) otherwise payable in respect thereof on or before December 31,
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2026 (the “Final Redemption”), the aggregate Redemption Price payable by us in respect of the Final Redemption Price will be reduced by $5.0 million.
On August 5, 2026, the Company redeemed 36,750 shares of Series D Preferred Stock pursuant to the optional redemption provision of the Certificate of Designation for an aggregate redemption price of $70.0 million (the “Redemption”). The Redemption was conditioned upon the concurrent consummation of the Exchange.
Following the Exchange and the Redemption, on August 5, 2026, 18,400 shares of Series D Preferred Stock remained outstanding with an aggregate Liquidation Preference of $35.0 million.
Factors That May Influence Results of Operations
We believe there are several important factors that have influenced, and we expect will continue to influence, our results of operations.
Macroeconomic Conditions
We continue to monitor the ongoing impacts of current macroeconomic and geopolitical events, including changing conditions from global trade negotiations and tariffs, inflationary cost pressures on metal, raw materials, and other manufacturing inputs, elevated interest rates, supply chain disruptions, and ongoing military conflicts.
Global trade negotiations continue to create volatility in the marketplace. New trade restrictions and/or increases in tariffs could have a material impact on our business, financial condition, or results of operations by increasing our input costs and decreasing demand, although the nature of those trade restrictions and tariffs remains unclear. Additionally, tariffs may increase the risk for elevated inflation more generally, which may drive an increase in other input costs and have made it more difficult to procure precious metals. In particular, prices for commodities and certain metals, including, but not limited to, steel, copper, and precious metals, have recently shown increased volatility. Significant price increases for these commodities and precious metals have, and could continue to have, an adverse effect on our liquidity and operating profits if we cannot timely mitigate the price increases by successfully sourcing lower cost commodities or precious metals or by passing the increased costs on to customers.
We cannot predict the future impact on our end-markets or input costs, including tariffs and their potential implications and ramifications, nor our ability to recover all cost increases, including the cost of raw materials, through pricing or the timing of such recoveries.
Footprint Optimization
During the second half of 2024, we identified two manufacturing facilities to close due to volume rationalization which have reduced costs and improved operational efficiency. During the first quarter of 2025, we ceased production activities at our Mobile Solutions plants in Juarez, Mexico and Dowagiac, Michigan. In addition, we implemented operational and cost optimization actions to reduce indirect and overhead costs. We continue to evaluate our global footprint, which may result in further consolidation actions to further improve our overall cost structure.
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Results of Operations
Three Months Ended June 30, 2026 compared to the Three Months Ended June 30, 2025
Consolidated Results
Three Months Ended June 30,
2026 2025 $ Change
Net sales $ 128,741 $ 107,921 $ 20,820
Cost of sales (exclusive of depreciation and amortization shown separately below) 106,863 89,699 17,164
Selling, general, and administrative expense 12,570 12,095 475
Depreciation and amortization 9,344 8,918 426
Other operating income, net (1,041) (1,327) 286
Income (loss) from operations 1,005 (1,464) 2,469
Interest expense 5,720 5,657 63
Loss on extinguishment of debt — 3,007 (3,007)
Other income, net (217) (619) 402
Loss before provision for income taxes and share of net income from joint venture (4,498) (9,509) 5,011
Provision for income taxes (189) (774) 585
Share of net income from joint venture 2,420 2,181 239
Net loss $ (2,267) $ (8,102) $ 5,835
Net Sales. Net sales increased by $20.8 million, or 19.3%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes, and favorable foreign exchange effects.
Cost of Sales. Cost of sales increased by $17.2 million, or 19.1%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to raw material price increases, higher volumes, unfavorable plant mix, and unfavorable foreign exchange effects. These increases are partially offset by rationalization efforts taken in 2025 providing benefits in the current year.
Selling, General, and Administrative Expense. Selling, general, and administrative expense increased by $0.5 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher compensation costs and unfavorable foreign exchange effects.
Depreciation and amortization. Depreciation and amortization increased by $0.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to the impact of capital expenditures placed in service in the current and prior year.
Interest Expense. Interest expense increased by $0.1 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to an increase in average debt balances.
Three Months Ended June 30,
2026 2025
Interest on debt $ 5,548 $ 5,377
Amortization of debt issuance costs and discount 250 308
Capitalized interest (340) (196)
Other 262 168
Total interest expense $ 5,720 $ 5,657
Loss on Extinguishment of Debt. Loss on extinguishment of debt was $3.0 million during the three months ended June 30, 2025 due to the termination of the 2021 Term Loan Facility. No debt extinguishment has occurred during the three months ended June 30, 2026.
Other Income, Net. Other income, net decreased by $0.4 million during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to lower warrant revaluation impacts.
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Provision for Income Taxes. Our effective tax rate was (4.2)% for the three months ended June 30, 2026, compared to (8.1)% for the three months ended June 30, 2025. The rate for the three months ended June 30, 2026 was unfavorably impacted due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by the limitation of the amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.
Share of Net Income from Joint Venture. Share of net income from the Wuxi Weifu Autocam Precision Machinery Company, Ltd. joint venture (the “JV”) increased during the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The JV, in which we own a 49% investment, recognized net sales of $38.8 million and $31.6 million for the three months ended June 30, 2026 and 2025, respectively.
Results by Segment
MOBILE SOLUTIONS
Three Months Ended June 30,
2026 2025 $ Change
Net sales $ 66,590 $ 63,391 $ 3,199
Loss from operations $ (1,947) $ (1,110) $ (837)
Net sales increased by $3.2 million, or 5.0%, during the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes and favorable foreign exchange effects.
Loss from operations increased by $0.8 million or 75.4% during the three months ended June 30, 2026, compared to the same period in the prior year. The increase was primarily due to higher costs from an unfavorable plant mix.
POWER SOLUTIONS
Three Months Ended June 30,
2026 2025 $ Change
Net sales $ 62,293 $ 44,641 $ 17,652
Income from operations $ 9,049 $ 5,782 $ 3,267
Net sales increased by $17.7 million, or 39.5%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes, and favorable foreign exchange effects.
Income from operations increased by $3.3 million during the three months ended June 30, 2026 compared to the same period in the prior year, primarily due to higher selling prices, improved product mix, and higher volumes.
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Six Months Ended June 30, 2026 compared to the Six Months Ended June 30, 2025
Consolidated Results
Six Months Ended June 30,
2026 2025 $ Change
Net sales $ 247,193 $ 213,609 $ 33,584
Cost of sales (exclusive of depreciation and amortization shown separately below) 205,894 181,345 24,549
Selling, general, and administrative expense 25,864 23,265 2,599
Depreciation and amortization 18,584 17,692 892
Other operating income, net (2,096) (2,440) 344
Loss from operations (1,053) (6,253) 5,200
Interest expense 11,489 10,851 638
Loss on extinguishment of debt — 3,007 (3,007)
Other expense (income), net 285 (2,788) 3,073
Loss before provision for income taxes and share of net income from joint venture (12,827) (17,323) 4,496
Provision for income taxes (906) (2,084) 1,178
Share of net income from joint venture 4,638 4,620 18
Net loss $ (9,095) $ (14,787) $ 5,692
Net Sales. Net sales increased by $33.6 million, or 15.7%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers, higher volumes, and favorable foreign exchange effects.
Cost of Sales. Cost of sales increased by $24.5 million, or 13.5%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to raw material price increases, higher volumes, and unfavorable plant mix costs.
Selling, General, and Administrative Expense. Selling, general, and administrative expense increased by $2.6 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher compensation costs, consulting fees, and legal fees. The remaining impact was primarily driven by unfavorable foreign exchange and inflationary effects.
Depreciation and amortization. Depreciation and amortization increased by $0.9 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to the impact of capital expenditures placed in service in the current and prior year.
Interest Expense. Interest expense increased by $0.6 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher average debt balances offset by lower amortization of debt issuance costs and discounts.
Six Months Ended June 30,
2026 2025
Interest on debt $ 11,064 $ 9,782
Amortization of debt issuance costs and discount 499 1,024
Capitalized interest (553) (407)
Other 479 452
Total interest expense $ 11,489 $ 10,851
Loss on Extinguishment of Debt. Loss on extinguishment of debt was $3.0 million during the six months ended June 30, 2025 due to the termination of the 2021 Term Loan Facility. No debt extinguishment has occurred during the six months ended June 30, 2026.
Other Expense (Income), Net. Other expense (income), net changed unfavorably by $3.1 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to noncash derivative mark-to-market loss recognized during the first six months of 2026 compared to noncash derivative mark-to-market gain in the first six months of 2025.
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Provision for Income Taxes. Our effective tax rate was (7.1)% for the six months ended June 30, 2026, compared to (12.0)% for the six months ended June 30, 2025. The rate for the six months ended June 30, 2026 was unfavorably impacted due to the accrual of tax on non-permanently reinvested unremitted earnings of foreign subsidiaries and by the limitation of the amount of tax benefit recorded for losses in certain jurisdictions where we believe it is more likely than not that a future tax benefit may not be realized.
Share of Net Income from Joint Venture. Share of net income from the JV remained unchanged during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The JV, in which we own a 49% investment, recognized net sales of $71.0 million and $64.3 million for the six months ended June 30, 2026 and 2025, respectively.
Results by Segment
MOBILE SOLUTIONS
Six Months Ended June 30,
2026 2025 $ Change
Net sales $ 129,703 $ 125,635 $ 4,068
Loss from operations $ (4,022) $ (3,797) $ (225)
Net sales increased by $4.1 million, or 3.2%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to favorable foreign currency effects, higher selling prices reflecting the pass-through of increased raw material costs to customers, and higher sales volumes, partially offset by the impact of rationalization actions taken in 2025 to improve profitability.
Loss from operations increased by $0.2 million or 5.9% during the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily related to unfavorable raw material price increases and an unfavorable plant mix. These were partially offset by lower costs due to plant rationalization benefits and favorable foreign exchange effects.
POWER SOLUTIONS
Six Months Ended June 30,
2026 2025 $ Change
Net sales $ 117,693 $ 88,149 $ 29,544
Income from operations $ 15,346 $ 8,805 $ 6,541
Net sales increased by $29.5 million, or 33.5%, during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, primarily due to higher selling prices, reflecting the pass-through of increased raw material costs to customers and higher volumes.
Income from operations increased by $6.5 million during the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to higher selling prices, improved product mix, and higher volumes.
Sources and Uses of Cash December 31, 2025 to June 30, 2026
Cash Flows
Cash provided by operations was $11.8 million for the six months ended June 30, 2026, compared to cash used in operations of $4.0 million for the six months ended June 30, 2025. The favorable change is primarily due to a $12.7 million collection of a tax refund claim and other favorable operating impacts.
Cash used in investing activities was $8.4 million for the six months ended June 30, 2026, compared with $7.2 million for the six months ended June 30, 2025. The higher use of cash is primarily due to additional purchases of property, plant and equipment.
Cash provided by financing activities decreased by $1.0 million during the six months ended June 30, 2026, compared with the same period in 2025. The decrease is primarily due to net repayments made against our asset backed credit facilities, offset by the $10.0 million of proceeds from the Delayed Draw Term Loan.
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Liquidity and Capital Resources
Overview
As of June 30, 2026, our primary sources of liquidity were cash and cash equivalents, availability under our ABL Facility, and cash flows from operating activities. On July 2, 2026, we received net proceeds of approximately $70.4 million from the closing of the Private Placement. On August 5, 2026, we completed the Redemption utilizing cash received in the Private Placement and completed the Exchange. We believe that the execution of these transactions will help support our long-term liquidity.
Based on our current cash position, anticipated cash flows from operating activities, and anticipated borrowing capacity under the ABL Facility, we believe we will have sufficient liquidity to fund our operations, capital expenditures, and debt service requirements for the next 12 months. Our ability to meet these requirements is subject to the factors described in Item 1A, "Risk Factors," in our 2025 Annual Report, including the level and timing of future cash flows, prevailing economic conditions, and restrictions under our credit agreements.
As of June 30, 2026, we had total available liquidity of:
June 30, 2026
Cash & Cash Equivalents $ 16,450
Undrawn Commitments 35,342
Total Availability $ 51,792
Credit Facilities
The debt and credit facilities descriptions in Note 8 are incorporated in this section by reference.
We are currently in compliance with all covenants as of June 30, 2026.
Working Capital Management
We manage our liquidity and working capital to fund our operations, meet debt service obligations, finance capital expenditures and fund other business initiatives. The cost of raw materials, primarily for steel, copper and precious metals is subject to price volatility due to tariffs, supply chain constraints and market supply and demand. A significant increase in the prices we pay for raw materials may cause our working capital needs to increase, which could reduce our liquidity and borrowing availability.
Accounts Receivable Sales Programs
We participate in programs established by our customers and financial institutions which allow us to sell certain receivables from customers on a non-recourse basis to a third-party financial institution. In exchange, we receive payment on the receivables, less a discount, sooner than under the customary credit terms we have extended to customers. These programs allow us to improve working capital and cash flows at the same or lower interest rates as available on our ABL Facility. Our participation in these programs is based on our specific cash needs throughout the year, the discount charged to receive payment earlier, the length of the payment terms with our customers, as well being subject to limits in our ABL Facility and Term Loan Facility agreements.
Other Receivables
In 2021, we filed a refund claim with the IRS as a result of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). In May 2026, we received a refund check of $12.7 million in full payment of our claim, including interest.
Seasonality and Fluctuation in Quarterly Results
General economic conditions impact our business and financial results, and certain businesses experience seasonal and other trends related to the industries and end markets that they serve. For example, European sales are often weaker in the summer months as customers slow production, and sales to original equipment manufacturers are often stronger immediately preceding and following the launch of new products. However, as a whole, we are not materially impacted by seasonality.
Critical Accounting Estimates
Our significant accounting policies, including the assumptions and judgments underlying them, are disclosed in Note 1 of the Notes to Consolidated Financial Statements included in the 2025 Annual Report. Our most critical accounting estimates are discussed in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2025 Annual Report. There have been no material changes to our significant accounting policies or critical accounting estimates during the six months ended June 30, 2026.
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