What changed in this filing

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Item 9A. Controls and Procedures

2021-03-15 compared with 2020-03-16 · 140 added, 135 removed, 206 unchanged (57% of the section changed)

1 unchanged sentence

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 Rules 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 December 31, 2019 , 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.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020, 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.

Management’s Report on Internal Control Over Financial Reporting

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is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Because of its inherent limitations, internal control over financial

reporting may not prevent or detect misstatements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2020, based on the criteria described in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on this assessment, management has determined that the Company's internal control over financial reporting was effective as of December 31, 2020.

Grant Thornton LLP, the independent registered public accounting firm that has audited our consolidated financial statements, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, as stated in their report included in Item 8 of this Annual Report.

Remediation of Previously Identified Material Weaknesses

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.

Management has identified the following control deficiencies that constitute material weaknesses in our internal control over financial reporting as of December 31, 2019 :

In our 2019 Annual Report, management identified the following control deficiencies that constituted material weaknesses in our internal control over financial reporting as of December 31, 2019:

• 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.

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This material weakness did not result in a material misstatement to the financial statements.

These material weaknesses contributed to the material weaknesses described below:

These material weaknesses contributed to the material weaknesses described below, which were also disclosed in our 2019 Annual Report:

• We did not design and maintain effective internal controls over the accounting for transactions in the revenue and receivables business process within our Paragon Medical business to determine whether the transactions occurred and were complete and accurate.

8 unchanged sentences

Accordingly, management has determined these deficiencies in the aggregate constitute a material weakness.

We did not maintain effective control activities at one of our smaller foreign subsidiaries.

As disclosed in our 2019 Annual Report, we did not maintain effective control activities at one of our smaller foreign subsidiaries within our Mobile Solutions Brazil business.

Specifically, certain employees at one of our smaller foreign subsidiaries intentionally did not operate the controls related to inventory quantities as designed that resulted in the creation of unsupported physical inventory counts and inventory quantity adjustments.

This material weakness resulted in a revision to inventories, cost of sales, and accumulated other comprehensive income/loss within previously issued financial statements for the interim and annual periods in the years ended December 31, 2019, 2018, and 2017.

Additionally, these material weaknesses could result in misstatements of substantially all accounts and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Because of these material weaknesses, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2019.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included in “Item 8.

Financial Statements and Supplementary Data” of this Filing.

Status of Remediation Efforts for Material Weaknesses

In response to the identified material weaknesses, our management, with the oversight of the Audit Committee of our board of directors, has dedicated significant resources and efforts to improve our control environment and has taken immediate action to remediate the material weaknesses identified.

While certain remedial actions have been completed, we continue to actively plan for and implement additional control procedures.

The remediation efforts outlined below are intended both to address the identified material weaknesses and to enhance our overall financial control environment.

Remediation Plan for Previously Reported Material Weakness - Control Environment

As we reported in prior periods, we have hired qualified professionals for critical roles within our finance department.

We are also enhancing and installing new processes, controls, and systems to strengthen our internal control over financial reporting.

After we integrate these professionals into our control environment and operate any new controls for a sufficient time period, we expect that the remediation of this material weakness will be completed.

Remediation Plan for New Material Weaknesses

We are in the process of reorganizing our finance and IT teams within our Paragon Medical business to ensure management is able to perform ongoing monitoring to ascertain internal controls over financial reporting are designed, implemented, and operating effectively.

We plan to hire personnel within our Paragon Medical business who have technical expertise in internal control over financial reporting.

In 2020, we will continue to assess the finance and IT teams within our Paragon Medical business to ensure they have the capacity and capabilities to be successful, including continuing to reinforce our policies and controls and train the finance and IT teams on them.

We plan to provide training to our Mobile Solutions Brazil finance team, specifically relating to inventory count reporting procedures.

We believe the measures described above will remediate 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 determine to take additional measures to address control deficiencies or determine to modify, or in appropriate circumstances not to complete, certain of the remediation measures described above.

During the year ended December 31, 2020, management successfully completed a comprehensive plan for remediation of the material weaknesses.

This plan included the following actions:

• We have hired qualified professionals for critical roles within our finance department.

We also enhanced and implemented new processes, controls, and systems to strengthen our internal control over financial reporting, such as

standardized policies and procedures, implementation of a consolidation system, and enhanced reviews using reporting metrics.

• We have reinforced existing inventory count and reporting procedures in our Mobile Solutions Brazil business and have provided training to finance team members on these procedures.

As of December 31, 2020, the remediation measures described above had been implemented, and we had sufficient time to test the operating effectiveness and remediate the material weaknesses noted above.

All of the material weaknesses arising from deficiencies in the Paragon Medical business, which was part of our Life Sciences business, were removed upon the sale of our Life Sciences business on October 6, 2020, as disclosed in Note 2 of the Notes to Consolidated Financial Statements.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended December 31, 2019 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Except for changes we made in connection with the implementation of the remediation plan described above, there have been no changes in our internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the quarter ended December 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers, and Corporate Governance

The information required by this Item 10 of Form 10-K concerning our directors is contained in the sections entitled “Information about the Directors and Director Nominees” and “Beneficial Ownership of Common Stock” of our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2019 , in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

The information required by this Item 10 of Form 10-K concerning our directors is contained in our definitive proxy statement to be filed with the Securities and Exchange Commission within 120 days after December 31, 2020 (“our definitive proxy statement”), and in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Our Code of Conduct/Ethics Statement, as amended (the “Code”), is applicable to all officers, directors, and employees.

1 unchanged sentence

Information contained on our website is not part of this Annual Report.

and persons performing similar functions by disclosing the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

We will satisfy any disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, any provision of the Code with respect to our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions by disclosing the nature of such amendment or waiver on our website or in a Current Report on Form 8-K.

Executive Compensation

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(in thousands, except per share data)

Plan Category

Number of securities to

Plan Category Number of securities to

be issued upon exercise

1 unchanged sentence

warrants, and rights

Weighted-average

(a) Weighted-average

exercise price of

1 unchanged sentence

warrants, and rights

Number of securities

(b) Number of securities

remaining available for

4 unchanged sentences

Equity compensation plans not approved by security holders — — —

Total 871 $ 12.41 2,729

Certain Relationships and Related Transactions, and Director Independence

1 unchanged sentence

The information required by this Item 13 of Form 10-K regarding director independence is contained in the section entitled “Information about the Directors and the Director Nominees” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Principal Accounting Fees and Services

Principal Accountant Fees and Services

The information required by this Item 14 of Form 10-K concerning our accounting fees and services is contained in the section entitled “Fees Paid to Registered Independent Public Accounting Firm” of our definitive proxy statement and, in accordance with General Instruction G to Form 10-K, is hereby incorporated herein by reference.

Exhibits, Financial Statement Schedules

Exhibit and Financial Statement Schedules

(a) Documents Filed as Part of this Report

Financial Statements

The financial statements of NN, Inc.

The consolidated financial statements of NN, Inc.

filed as part of this Annual Report on Form 10-K begin on the following pages hereof:

Report of Independent Registered Public Accounting Firm

Report s of Independent Registered Public Accounting Firm s

Consolidated Statements of Operations and Comprehensive Income (Loss)

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Incorporation by Reference

Exhibit Description

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

2.1 Agreement and Plan of Merger, dated as of July 18, 2014, by and among NN, Inc., PMC Global Acquisition Corporation, Autocam Corporation, Newport Global Advisors, L.P., and John C.

July 22, 2014

8-K 000-23486 2.1 July 22, 2014

2.2 Stock Purchase Agreement, dated as of August 17, 2015, by and among NN, Inc., Precision Engineered Products Holdings, Inc.

and PEP Industries, LLC

August 18, 2015

8-K 000-23486 2.1 August 18, 2015

2.3 Purchase Agreement, dated as of July 10, 2017, by and between NN, Inc.

and TSUBAKI NAKASHIMA Co., Ltd.

July 10, 2017

8-K 000-23486 2.1 July 10, 2017

2.4 Stock Purchase Agreement, dated as of April 2, 2018, by and among NN, Inc.

Precision Engineered Products LLC, Paragon Equity LLC, and PMG Intermediate Holding Corporation

April 3, 2018

8-K 000-23486 2.1 April 3, 2018

2.5 Stock Purchase Agreement, dated as of August 22, 2020, by and between NN, Inc., Precision Engineered Products Holdings, Inc.

and ASP Navigate Acquisition Corp.

8-K 001-39268 2.1 August 24, 2020

3.1 Restated Certificate of Incorporation of NN, Inc.

S-3 333-89950 3.1 June 6, 2002

3.2 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc.

(Declassification).

8-K 000-23486 3.1 May 20, 2019

3.3 Certificate of Amendment to Restated Certificate of Incorporation of NN, Inc.

(Share Increase)

8-K 000-23486 3.2 May 20, 2019

3.4 Certificate of Designation of Series A Junior Participating Preferred Stock of NN, Inc., as filed with the Secretary of the State of Delaware

December 18, 2008

8-K 000-23486 3.1 December 18, 2008

3.5 Certificate of Designation of Series B Convertible Preferred Stock of NN, Inc.

December 11, 2019

8-K 000-23486 3.1 December 11, 2019

3.6 Certificate of Designations of Series C Junior Participating Preferred Stock of NN, Inc.

8-K 000-23486 3.1 April 16, 2020

3.7 Amended and Restated By-Laws of NN, Inc.

November 20, 2015

8-K 000-23486 3.1 November 20, 2015

3.8 Amendment to Amended and Restated Bylaws of NN, Inc.

8-K 000-23486 3.3 May 20, 2019

4.1 The specimen stock certificate representing NN, Inc.’s Common Stock, par value $0.01 per share

S-3 333-89950 4.1 June 6, 2002

4.2 Stockholders’ Agreement, effective as of August 29, 2014, by and between NN, Inc.

September 2, 2014

Indenture, dated as of October 19, 2015, by and among NN, Inc., the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee

October 20, 2015

Form of the NN, Inc.

10.25% Senior Notes due 2020

October 20, 2015

Supplemental Indenture, dated as of October 19, 2015, by and among NN, Inc., certain direct and indirect subsidiaries of NN, Inc., as additional subsidiary guarantors, and U.S.

Bank National Association, as trustee

October 20, 2015

8-K 000-23486 4.1 September 2, 2014

4.3 Form of Common Stock Purchase Warrant

December 11, 2019

8-K 000-23486 4.1 December 11, 2019

4.4 Rights Agreement, dated as of April 15, 2020, between NN, Inc.

and Computershare Inc., as Rights Agent.

8-K 000-23486 4.1 April 16, 2020

4.5# Description of Securities

10.1* NN, Inc.

2005 Stock Incentive Plan

December 16, 2005

S-8 333-130395 4.1 December 16, 2005

10.2* NN, Inc.

2011 Amended and Restated Stock Incentive Plan

April 1, 2016

DEF14A 000-23486 Appendix A April 1, 2016

10.3* Form of Indemnification Agreement

July 15, 2002

S-3/A 333-89950 10.6 July 15, 2002

10.4* Elective Deferred Compensation Plan, dated February 26, 1999

March 31, 1999

Amended and Restated Executive Employment Agreement, dated September 13, 2012, by and between NN, Inc.

and Thomas C.

September 18, 2012

Amended and Restated Executive Employment Agreement, dated September 13, 2012, by and between the Whirlaway and James R.

September 18, 2012

Executive Employment Agreement, dated May 8, 2013, between NN, Inc.

and Richard D.

10-K 000-23486 10.16 March 31, 1999

Incorporation by Reference

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

10.5 Escrow Agreement, effective as of August 29, 2014, by and among NN, Inc., Newport Global Advisors, L.P., John C.

Kennedy and Computershare Trust Company, N.A.

September 2, 2014

8-K 000-23486 10.3 September 2, 2014

10.6 Indemnity Agreement, effective as of August 29, 2014, by and among NN, Inc.

and each of the shareholders of Autocam Corporation identified therein

September 2, 2014

8-K 000-23486 10.4 September 2, 2014

10.7* Executive Employment Agreement, dated September 9, 2014, between NN, Inc.

and Warren A.

March 16, 2015

Amended and Restated Registration Rights Agreement, dated as of June 10, 2016, by and among NN, Inc., the guarantors party thereto, SunTrust Robinson Humphrey, Inc., on behalf of itself and as representative of the initial purchasers, Spring Capital II Subsidiary, L.P., Summit Partners Credit Fund II, L.P, Summit Partners Credit Fund B-2, L.P., Summit Partners Credit Fund A-2, L.P., Summit Investors Credit II, LLC, Summit Investors Credit II (UK), L.P.

and Summit Partners Credit Offshore Intermediate Fund II, L.P.

June 10, 2016

10-K 000-23486 10.27 March 16, 2015

10.8 Amendment and Restatement Agreement, dated as of September 30, 2016, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, SunTrust Bank, KeyBank National Association and Regions Bank

October 3, 2016

8-K 000-23486 10.1 October 3, 2016

10.9 Incremental Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2016, among NN, Inc., the Guarantors, HomeTrust Bank, as 2016 Revolving Credit Increase Lender, KeyBank National Association, as an L/C Issuer, Regions Bank, as Swing Line Lender and an L/C Issuer, and SunTrust Bank, as Administrative Agent and an L/C Issuer

November 4, 2016

8-K 000-23486 10.1 November 4, 2016

10.10 NN, Inc.

2016 Omnibus Incentive Plan

November 10, 2016

DEF14A 000-23486 Appendix A November 10, 2016

10.11 Form of Incentive Stock Option Agreement under the 2016 Omnibus Incentive Plan

March 16, 2017

10-K 000-23486 10.18 March 16, 2017

10.12 Form of Nonqualified Stock Option Agreement under the 2016 Omnibus Incentive Plan

March 16, 2017

10-K 000-23486 10.19 March 16, 2017

10.13 Form of Restricted Share Award Agreement under the 2016 Omnibus Incentive Plan

March 16, 2017

10-K 000-23486 10.20 March 16, 2017

10.14 Form of Performance Share Unit Award Agreement under the 2016 Omnibus Incentive Plan

March 16, 2017

10-K 000-23486 10.21 March 16, 2017

10.15* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc.

and Matthew S.

10-Q 000-23486 10.2 May 4, 2017

10.16 Amendment No.

1 unchanged sentence

subsidiaries named therein, SunTrust Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and Regions Bank

April 4, 2017

8-K 000-23486 10.1 April 4, 2017

10.17 Amendment No.

1 unchanged sentence

subsidiaries named therein, and SunTrust Bank, Regions Bank, JPMorgan Chase Bank, N.A., HomeTrust Bank and Key Bank National Association, collectively, the Revolving Credit Lenders, and SunTrust Bank, as the Administrative Agent.

August 18, 2017

8-K 000-23486 10.1 August 18, 2017

10.18 Amendment No.

1 unchanged sentence

subsidiaries named therein, SunTrust Bank, as administrative agent, and certain lenders named therein.

November 24, 2017

Separation Agreement and Release, dated as of January 2, 2018, by and between John A.

Manzi and NN, Inc.

January 5, 2018

Satisfaction and Discharge of Indenture, dated April 3, 2017, between NN, Inc.

Bank National Association, as trustee

April 4, 2017

8-K 000-23486 10.1 November 24, 2017

10.19 Commitment Letter, dated as of April 2, 2018, by and among NN, Inc., SunTrust Bank and SunTrust Robinson Humphrey, Inc.

April 3, 2018

8-K 000-23486 10.1 April 3, 2018

Incorporation by Reference

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

10.20 Amendment No.

1 unchanged sentence

and the Lenders party thereto

8-K 000-23486 10.1 May 7, 2018

10.21 Amendment No.

1 unchanged sentence

subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein

December 26, 2018

8-K 000-23486 10.1 December 26, 2018

10.22 Cooperation Agreement dated February 25, 2019, by and among NN, Inc., Legion Partners Asset Management, LLC, and certain persons listed therein

February 26, 2019

8-K 000-23486 10.1 February 26, 2019

10.23 Amendment No.

1 unchanged sentence

subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein

March 18, 2019

8-K 000-23486 10.1 March 18, 2019

10.24* NN, Inc.

2019 Omnibus Incentive Plan.

April 8, 2019

DEF14A 000-23486 Appendix C April 8, 2019

10.25* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc.

10-Q 000-23486 10.1 May 10, 2019

10.26* Separation Agreement, dated as of April 1, 2017, by and between NN, Inc.

and J Robbie Atkinson.

10-Q 000-23486 10.2 May 10, 2019

10.27 Amendment No.

1 unchanged sentence

subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein

June 12, 2019

8-K 000-23486 10.1 June 12, 2019

10.28* Separation Agreement and Release, dated as of July 13, 2019, by and between NN, Inc.

and Thomas C.

July 15, 2019

8-K 000-23486 10.1 July 15, 2019

10.29* Form of Incentive Stock Option Agreement under the 2019 Omnibus Incentive Plan.

August 9, 2019

10-Q 000-23486 10.4 August 9, 2019

10.30* Form of Nonqualified Stock Option Agreement under the 2019 Omnibus Incentive Plan.

August 9, 2019

10-Q 000-23486 10.5 August 9, 2019

10.31* Form of Restricted Share Award Agreement under the 2019 Omnibus Incentive Plan.

August 9, 2019

10-Q 000-23486 10.6 August 9, 2019

10.32* Form of Performance Share Unit Award Agreement under the 2019 Omnibus Incentive Plan.

August 9, 2019

10-Q 000-23486 10.7 August 9, 2019

10.33* Letter of Understanding and Relocation Agreement, effective as of August 23, 2019, by and between NN, Inc.

and Thomas DeByle.

August 27, 2019

8-K 000-23486 10.1 August 27, 2019

10.34* Form of Separation Agreement.

August 27, 2019

8-K 000-23486 10.2 August 27, 2019

10.35* Separation Agreement and General Release, dated as of September 15, 2019, by and between Richard D.

Holder and NN, Inc.

September 16, 2019

8-K 000-23486 10.1 September 16, 2019

10.36* Amendment No.

1 unchanged sentence

and Warren A.

September 24, 2019

8-K 000-23486 10.1 September 24, 2019

10.37* Separation Agreement and General Release, dated as of November 24, 2019, by and between J.

Robert Atkinson and NN, Inc.

November 25, 2019

8-K 000-23486 10.1 November 25, 2019

10.38 Securities Purchase Agreement, dated December 5, 2019, by and among NN, Inc.

and the Investors.

December 11, 2019

8-K 000-23486 10.1 December 11, 2019

Incorporation by Reference

Number Exhibit Description Form SEC File No.

Exhibit Filing Date

10.39 Registration Rights Agreement, dated as of December 11, 2019, by and among NN, Inc.

and the Investors.

December 11, 2019

8-K 000-23486 10.2 December 11, 2019

10.40 Amendment No.

1 unchanged sentence

subsidiaries named therein, SunTrust Bank, as administrative agent and certain lenders named therein

December 19, 2019

8-K 000-23486 10.1 December 19, 2019

10.41* Amendment No.

1 unchanged sentence

and Warren A.

February 20, 2020

8-K 000-23486 10.1 February 20, 2020

10.42* Executive Employment Agreement dated October 3, 2014, between the Company and John R.

10-Q 001-39268 10.1 May 11, 2020

10.43* Executive Employment Agreement dated September 9, 2014, between the Company and Christopher Qualters

10-Q 001-39268 10.2 May 11, 2020

10.44 Amendment No.

1 to Second Amended and Restated Credit Agreement, dated as of July 29, 2020, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank

8-K 001-39268 10.1 July 31, 2020

10.45 Amendment No.

2 to Second Amended and Restated Credit Agreement, dated as of August 22, 2020, by and among NN, Inc., certain NN, Inc.

subsidiaries named therein, Truist Bank, JPMorgan Chase Bank, N.A., KeyBank National Association and HomeTrust Bank

8-K 001-39268 10.1 August 24, 2020

10.46* Form of Retention Bonus Agreement

8-K 001-39268 10.1 October 19, 2020

21.1# List of Subsidiaries of NN, Inc.

23.1# Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm

23.2# Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

3 unchanged sentences

32.2## Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act

XBRL Instance Document

XBRL Taxonomy Extension Service

Taxonomy Calculation Linkbase

XBRL Taxonomy Label Linkbase

XBRL Presentation Linkbase Document

XBRL Definition Linkbase Document

101.INS# XBRL Instance Document

101.SCH# XBRL Taxonomy Extension Service

101.CAL# Taxonomy Calculation Linkbase

101LAB# XBRL Taxonomy Label Linkbase

101.PRE# XBRL Presentation Linkbase Document

101.DEF# XBRL Definition Linkbase Document

* Management contract or compensatory plan or arrangement.

# Filed herewith

Furnished herewith

## This certification is being furnished solely to accompany this Annual Report on Form 10-K pursuant to 18 U.S.C.

Section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filings.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

3 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name and Signature

Name and Signature Title Date

/s/ WARREN A.

President, Chief Executive Officer, and Director

(Principal Executive Officer)

March 16, 2020

(Principal Executive Officer) March 15, 2021

/s/ THOMAS D.

Senior Vice President- Chief Financial Officer

(Principal Financial Officer)

March 16, 2020

(Principal Financial Officer) March 15, 2021

/s/ MICHAEL C.

Vice President- Chief Accounting Officer

(Principal Accounting Officer)

March 16, 2020

/s/ ROBERT E.

Non-Executive Chairman, Director

March 16, 2020

(Principal Accounting Officer) March 15, 2021

Non-Executive Chairman, Director March 15, 2021

/s/ RAYNARD D.

March 16, 2020

Director March 15, 2021

/s/ ROBERT E.

Director March 15, 2021

/s/ CHRISTINA E.

March 16, 2020

Director March 15, 2021

/s/ STEVEN T.

March 16, 2020

Director March 15, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures