NN INC 10-K

Item 8. Financial Statements and Supplementary Data Index to Financial Statements Page Report s of Independent Registered Public Accounting Firm s 36 Consolidated Statements of Operations and Comprehensive Income (Loss) 40 Consolidated Balance Sheets 41 Consolidated Statements of Changes in Stockholders’ Equity 42 Consolidated Statements of Cash Flows 43 Notes to Consolidated Financial Statements 44 Note 1. Significant Accounting Policies 44 Note 2. Discontinued Operations 49 Note 3. Acquisitions 51 Note 4. Segment Information 51 Note 5. Accounts Receivable 53 Note 6. Inventories 54 Note 7. Property, Plant and Equipment 54 Note 8. Goodwill 54 Note 9. Intangible Assets, Net 55 Note 10. Investment in Joint Venture 56 Note 11. Income Taxes 56 Note 12. Debt 60 Note 13. Leases 62 Note 14. Restructuring and Integration 64 Note 15. Commitments and Contingencies 65 Note 16. Preferred Stock and Stockholders' Equity 66 Note 17. Revenue from Contracts with Customers 67 Note 18. Share-Based Compensation 69 Note 19. Accumulated Other Comprehensive Income 73 Note 20. Net Income (Loss) Per Common Share 73 Note 21. Fair Value Measurements 75 Note 22. Quarterly Results of Operations (Unaudited) 78 35 Table of Contents Reports of Independent Registered Public Accounting Firm Board of Directors and Stockholders NN, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of NN, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2020, and our report dated March 15, 2021 expressed an unqualified opinion on those consolidated financial statements. Basis for opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and limitations of internal control over financial reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. 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. /s/ GRANT THORNTON LLP Charlotte, North Carolina March 15, 2021 36 Table of Contents Board of Directors and Stockholders NN, Inc. Opinion on the consolidated financial statements We have audited the accompanying consolidated balance sheet of NN Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2020, the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated March 15, 2021 expressed an unqualified opinion. Basis for opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill Valuation – Power Solutions As described in Note 8 to the consolidated financial statements, the Company’s market capitalization declined to a level that was less than the net book value of the stockholders’ equity during the first quarter of 2020. The decline in market capitalization was a triggering event that resulted in the Company performing an interim quantitative goodwill impairment analysis as of March 31, 2020. As a result of the interim goodwill impairment analysis, it was determined that the carrying value of the Power Solutions reporting unit exceeded its estimated fair value resulting in an impairment charge of $92.9 million. We identified goodwill valuation as a critical audit matter because of the significant judgements made by management to estimate the fair value of goodwill. Estimates of future performance and market conditions used to arrive at the net present value of future cash flows, which is used within the goodwill impairment analysis, are subjective in nature. In particular, the Company’s fair value estimate was sensitive to assumptions including the revenue growth rate and discount rate used by the Company, which are affected by expectations about future market or economic conditions. These assumptions proved more subjective during the March 31, 2020 goodwill impairment analysis as a result of the uncertainty surrounding the immediate and long-term impact of the COVID-19 pandemic. Our audit procedures related to the goodwill impairment analysis included the following, among others: • We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls related to the accounting for the March 31, 2020 goodwill impairment, which included the Company’s review over revenue growth rates and discount rate used to determine the fair value estimate of the Power Solutions reporting unit. 37 Table of Contents • We tested the reasonableness of the revenue growth rates by (1) comparing projected amounts to prior historical periods and trends and (2) obtaining an understanding of drivers underlying projected amounts, including consideration of industry information and economic trends. • We utilized valuation specialists to assess the Company’s methodologies and assess the appropriateness of the discount rate used in the March 31, 2020 goodwill impairment analysis. Our specialists calculated a range of rates using market participant inputs and performed analysis to test sensitivity to changes in the discount rate. Valuation of Power Solutions Segment for Tax Distribution As described further in Note 11 to the consolidated financial statements, prior to the sale of the Life Sciences business, the Company completed a tax restructuring in which Precision Engineered Products Holdings, Inc., a wholly owned U.S. domestic subsidiary, distributed to NN, Inc., all of its assets and equity holdings related to the Power Solutions segment. The restructuring process created a deferred gain, required to be realized upon the sale of Life Sciences, equal to the fair market value of the distributed assets over tax basis. We identified the valuation of the Power Solutions segment as a critical audit matter because of the significant judgements made by management to estimate the fair value. The distribution resulted in a step-up in tax basis and a taxable gain, both of which were directly impacted by the valuation. Estimates of future performance and market conditions used to arrive at the net present value of future cash flows, which is used in the valuation of Power Solutions segment, are subjective in nature. In particular, the Company’s fair value estimate was sensitive to assumptions including the revenue growth rate and discount rate used by the Company, which are affected by expectations about future market or economic conditions. Our audit procedures related to the valuation of the Power Solutions segment included the following, among others: • We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls related to the valuation of the Power Solutions segment, including the Company’s review over revenue growth rates and discount rate used to determine the fair value estimate. • We tested the reasonableness of the growth rates by (1) comparing projected amounts to prior historical periods and trends, and (2) obtaining an understanding of drivers underlying projected amounts, including consideration of industry information and economic trends. • We utilized valuation specialists to assess the Company’s methodologies and assess the appropriateness of the discount rate used in the valuation. Our specialists calculated a range of rates using market participant inputs and performed analysis to test sensitivity to changes in the discount rate. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2020. Charlotte, North Carolina March 15, 2021 38 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of NN, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of NN, Inc. and its subsidiaries (the “Company”) as of December 31, 2019, and the related consolidated statements of operations and comprehensive income (loss), of changes in stockholders’ equity and of cash flows for each of the two years in the period ended December 31, 2019, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2019 in conformity with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 1, the Company changed the manner in which it accounts for leases in 2019. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Emphasis of Matter As disclosed in Note 1 (not presented herein) to the consolidated financial statements appearing under Item 8 of the Company’s 2019 Annual Report on Form 10-K, the Company is required to comply with a financial ratio covenant pursuant to its Credit Agreement which becomes more restrictive over time and will require the Company to improve financial performance or take other measures to maintain compliance with its debt agreements. /s/ PricewaterhouseCoopers LLP Atlanta, Georgia March 16, 2020, except for the effect of discontinued operations discussed in Note 2 to the consolidated financial statements, as to which the date is March 15, 2021. We served as the Company's auditor from 2003 to 2020. 39 Table of Contents NN, Inc. Consolidated Statements of Operations and Comprehensive Income (Loss) Years Ended December 31, (in thousands, except per share data) 2020 2019 2018 Net sales $ 427,534 $ 489,514 $ 524,194 Cost of sales (exclusive of depreciation and amortization shown separately below) 343,594 392,482 413,394 Selling, general, and administrative expense 58,055 68,895 72,764 Depreciation and amortization 45,680 44,896 43,026 Restructuring and integration expense, net — ( 12 ) 689 Goodwill impairment 92,942 — 182,542 Other operating expense, net 4,720 846 6,826 Loss from operations ( 117,457 ) ( 17,593 ) ( 195,047 ) Interest expense 18,898 13,030 11,315 Loss on extinguishment of debt and write-off of debt issuance costs 144 540 — Derivative payments on interest rate swap 4,133 — — Loss on interest rate swap 11,669 — — Other expense (income), net ( 213 ) 962 2,016 Loss from continuing operations before benefit (provision) for income taxes and share of net income (loss) from joint venture ( 152,088 ) ( 32,125 ) ( 208,378 ) Benefit (provision) for income taxes 8,972 ( 305 ) 1,548 Share of net income (loss) from joint venture 3,626 1,681 ( 14,390 ) Loss from continuing operations ( 139,490 ) ( 30,749 ) ( 221,220 ) Income (loss) from discontinued operations, net of tax (Note 2) 38,898 ( 15,992 ) ( 41,767 ) Net loss $ ( 100,592 ) $ ( 46,741 ) $ ( 262,987 ) Other comprehensive income (loss): Reclassification adjustment for discontinued operations $ 5,961 $ — $ — Foreign currency translation loss ( 1,683 ) ( 3,845 ) ( 13,609 ) Interest rate swap: Change in fair value, net of tax ( 12,443 ) ( 10,479 ) — Reclassification adjustment for losses included in net loss, net of tax 18,987 1,084 — Other comprehensive income (loss) $ 10,822 $ ( 13,240 ) $ ( 13,609 ) Comprehensive loss $ ( 89,770 ) $ ( 59,981 ) $ ( 276,596 ) Basic net loss per common share: Loss from continuing operations per common share $ ( 3.60 ) $ ( 0.75 ) $ ( 6.98 ) Income (loss) from discontinued operations per common share 0.92 ( 0.38 ) ( 1.32 ) Net loss per common share $ ( 2.68 ) $ ( 1.13 ) $ ( 8.30 ) Weighted average common shares outstanding 42,199 42,030 31,678 Diluted net loss per common share: Loss from continuing operations per common share $ ( 3.60 ) $ ( 0.75 ) $ ( 6.98 ) Income (loss) from discontinued operations per common share 0.92 ( 0.38 ) ( 1.32 ) Net loss per common share $ ( 2.68 ) $ ( 1.13 ) $ ( 8.30 ) Weighted average common shares outstanding 42,199 42,030 31,678 See Notes to Consolidated Financial Statements. 40 Table of Contents NN, Inc. Consolidated Balance Sheets December 31, (in thousands, except per share data) 2020 2019 Assets Current assets: Cash and cash equivalents $ 48,138 $ 17,911 Accounts receivable, net 84,615 83,240 Inventories 62,517 67,078 Income tax receivable 8,800 5,973 Current assets of discontinued operations — 117,000 Other current assets 11,148 11,778 Total current assets 215,218 302,980 Property, plant and equipment, net 223,690 255,977 Operating lease right-of-use assets 50,264 45,452 Goodwill — 94,779 Intangible assets, net 103,065 117,413 Investment in joint venture 26,983 21,755 Non-current assets of discontinued operations — 695,054 Other non-current assets 5,742 8,574 Total assets $ 624,962 $ 1,541,984 Liabilities, Preferred Stock, and Stockholders’ Equity Current liabilities: Accounts payable $ 37,435 $ 40,973 Accrued salaries, wages and benefits 21,296 15,584 Income tax payable 3,557 684 Current maturities of long-term debt 4,885 19,106 Current portion of operating lease liabilities 4,797 4,288 Current liabilities of discontinued operations — 41,546 Other current liabilities 31,261 17,300 Total current liabilities 103,231 139,481 Deferred tax liabilities 11,178 24,461 Non-current income tax payable — 1,272 Long-term debt, net of current portion 79,025 757,250 Operating lease liabilities, net of current portion 55,053 48,575 Non-current liabilities of discontinued operations — 84,199 Other non-current liabilities 17,237 40,457 Total liabilities 265,724 1,095,695 Commitments and contingencies (Note 15) Series B convertible preferred stock - $ 0.01 par value per share, 100 shares authorized, 100 shares issued and outstanding at December 31, 2019, and December 31, 2020 105,086 93,012 Stockholders’ equity: Common stock - $ 0.01 par value per share, 90,000 shares authorized, 42,313 and 42,686 shares issued and outstanding at December 31, 2019, and December 31, 2020, respectively 427 423 Additional paid-in capital 493,332 501,615 Warrants — 1,076 Accumulated deficit ( 205,875 ) ( 105,283 ) Accumulated other comprehensive loss ( 33,732 ) ( 44,554 ) Total stockholders’ equity 254,152 353,277 Total liabilities, preferred stock, and stockholders’ equity $ 624,962 $ 1,541,984 See Notes to Consolidated Financial Statements. 41 Table of Contents NN, Inc. Consolidated Statements of Changes in Stockholders’ Equity Common Stock Retained earnings (Accumulated deficit) Accumulated other comprehensive income (loss) (in thousands) Number of shares Par value Additional paid-in capital Warrants Total Balance, December 31, 2017 27,572 $ 275 $ 292,494 $ — $ 210,265 $ ( 17,705 ) $ 485,329 Net loss — — — — ( 262,987 ) — ( 262,987 ) Dividends declared or accrued for common stock — — ( 2,968 ) — ( 5,835 ) — ( 8,803 ) Shares issued 14,375 144 217,168 — — — 217,312 Shares issued for option exercises 27 — 274 — — — 274 Share-based compensation expense 165 2 4,382 — — — 4,384 Restricted shares and performance shares forgiven for taxes and forfeited ( 35 ) — ( 805 ) — — — ( 805 ) Change in estimate of share-based award vesting — — ( 1,890 ) — 50 — ( 1,840 ) Foreign currency translation loss — — — — — ( 13,609 ) ( 13,609 ) Adoption of new accounting standard — — — — 16 — 16 Balance, December 31, 2018 42,104 $ 421 $ 508,655 $ — $ ( 58,491 ) $ ( 31,314 ) $ 419,271 Net loss — — — — ( 46,741 ) — ( 46,741 ) Dividends declared or accrued for common stock — — ( 8,933 ) — — — ( 8,933 ) Dividends accrued for preferred stock — — ( 642 ) — — — ( 642 ) Shares issued for option exercises 5 — 21 — — — 21 Share-based compensation expense 248 2 3,931 — — — 3,933 Restricted shares forgiven for taxes ( 44 ) — ( 365 ) — — — ( 365 ) Change in estimate of share-based award vesting — — ( 1,052 ) — — — ( 1,052 ) Proceeds from issuance of warrants — — — 1,076 — — 1,076 Change in fair value of interest rate swap, net of tax of $ 3,166 — — — — — ( 10,479 ) ( 10,479 ) Reclassification of interest rate swap settlement to net loss, net of tax of $ 327 — — — — — 1,084 1,084 Foreign currency translation loss — — — — — ( 3,845 ) ( 3,845 ) Adoption of new accounting standard — — — — ( 51 ) — ( 51 ) Balance, December 31, 2019 42,313 $ 423 $ 501,615 $ 1,076 $ ( 105,283 ) $ ( 44,554 ) $ 353,277 Net loss — — — — ( 100,592 ) — ( 100,592 ) Dividends accrued for preferred stock — — ( 12,373 ) — — — ( 12,373 ) Share-based compensation expense 417 4 4,965 — — — 4,969 Restricted shares forgiven for taxes ( 44 ) — ( 157 ) — — — ( 157 ) Change in estimate of share-based award vesting — — ( 718 ) — — — ( 718 ) Reclassification of warrants to liabilities (Note 21) — — — ( 1,076 ) — — ( 1,076 ) Change in fair value of interest rate swap, net of tax of $ 3,764 — — — — — ( 12,443 ) ( 12,443 ) Reclassification of interest rate swap to net loss, net of tax of $ 5,742 — — — — — 18,987 18,987 Foreign currency translation loss — — — — — ( 1,683 ) ( 1,683 ) Sale of discontinued operations — — — — — 5,961 5,961 Balance, December 31, 2020 42,686 $ 427 $ 493,332 $ — $ ( 205,875 ) $ ( 33,732 ) $ 254,152 See Notes to Consolidated Financial Statements. 42 Table of Contents NN, Inc. Consolidated Statements of Cash Flows Year Ended December 31, (in thousands) 2020 2019 2018 Cash flows from operating activities Net loss $ ( 100,592 ) $ ( 46,741 ) $ ( 262,987 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization of continuing operations 45,680 44,896 43,026 Depreciation and amortization of discontinued operations 35,731 46,950 28,102 Amortization of debt issuance costs 15,692 4,789 4,845 Goodwill impairment of continuing operations 92,942 — 182,542 Goodwill impairment of discontinued operations 146,757 — — Other impairments 4,148 643 21,825 Loss on extinguishment of debt and write-off of debt issuance costs 1,532 3,293 19,562 Total derivative loss, net of cash settlements 15,802 — — Share of net income (loss) from joint venture, net of cash dividends received ( 3,626 ) ( 1,681 ) 642 Gain on disposal of discontinued operations, net of tax and cost to sell ( 233,824 ) — — Compensation expense from issuance of share-based awards 4,226 2,822 2,416 Deferred income taxes ( 21,697 ) ( 3,142 ) ( 22,402 ) Other ( 4,730 ) 3,169 1,290 Changes in operating assets and liabilities: Accounts receivable 10,831 1,265 ( 3,543 ) Inventories 5,114 1,426 ( 16,208 ) Accounts payable ( 8,606 ) ( 7,900 ) 2,693 Income taxes receivable and payable, net ( 633 ) ( 5,292 ) 39,615 Other 10,802 4,711 ( 479 ) Net cash provided by operating activities 15,549 49,208 40,939 Cash flows from investing activities Acquisition of property, plant and equipment ( 23,773 ) ( 54,003 ) ( 64,036 ) Proceeds from liquidation of short-term investment — 8,000 — Proceeds from sale of business, net of cash sold 743,178 — 838 Cash paid to acquire businesses, net of cash received — — ( 399,009 ) Proceeds from sale of property, plant, and equipment 3,317 7,287 1,434 Cash settlements of interest rate swap ( 4,133 ) — — Other 695 ( 711 ) ( 517 ) Net cash provided by (used in) investing activities 719,284 ( 39,427 ) ( 461,290 ) Cash flows from financing activities Cash paid for debt issuance costs ( 661 ) ( 11,336 ) ( 20,726 ) Dividends paid — ( 8,879 ) ( 8,826 ) Proceeds from issuance of common stock — — 217,312 Proceeds from issuance of preferred stock — 95,741 — Proceeds from long-term debt 66,195 54,209 311,841 Repayments of long-term debt ( 776,331 ) ( 108,157 ) ( 290,687 ) Proceeds from (repayments of) short-term debt, net ( 924 ) ( 12,564 ) 10,305 Other ( 3,133 ) ( 3,715 ) ( 4,126 ) Net cash provided by (used in) financing activities ( 714,854 ) 5,299 215,093 Effect of exchange rate changes on cash flows ( 3,544 ) ( 1,365 ) ( 1,200 ) Net change in cash and cash equivalents 16,435 13,715 ( 206,458 ) Cash and cash equivalents at beginning of period (1) 31,703 17,988 224,446 Cash and cash equivalents at end of period (1) $ 48,138 $ 31,703 $ 17,988 Supplemental schedule of non-cash operating, investing and financing activities: Non-cash additions to property, plant and equipment 9,644 23,281 26,605 Restructuring charges in other current and non-current liabilities — ( 12 ) 2,071 Supplemental disclosures: Cash paid for interest $ 51,542 $ 50,514 $ 56,223 Cash paid (received) for income taxes 2,241 6,428 ( 32,582 ) _______________________________ (1) Cash and cash equivalents include $ 13.8 million, $ 10.2 million, and $ 0.2 million of cash and cash equivalents that were included in current assets of discontinued operations as of December 31, 2019; December 31, 2018; and December 31, 2017, respectively. See Notes to Consolidated Financial Statements. 43 Table of Contents NN, Inc. Notes to Consolidated Financial Statements Note 1. Significant Accounting Policies Nature of Business NN, Inc. is a global diversified industrial company that combines advanced engineering and production capabilities with in-depth materials science expertise to design and manufacture high-precision components and assemblies primarily for the electrical, automotive, general industrial, aerospace and defense, and medical markets. As used in this Annual Report on Form 10-K (this “Annual Report”), the terms “NN,” the “Company,” “we,” “our,” or “us” refer to NN, Inc., and its subsidiaries. We have 32 facilities in North America, Europe, South America, and China. Basis of Presentation The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Certain prior period amounts have been reclassified to conform to the current year’s presentation. Historical periods presented reflect reclassifications for discontinued operations (see Note 2). Except for per share data or as otherwise indicated, all U.S. dollar amounts presented in the tables in these Notes to Consolidated Financial Statements are in thousands. Going Concern In July 2020, we amended our Credit Agreement to waive compliance with our Consolidated Net Leverage Ratio (the “financial leverage ratio”) covenant for the second and third quarters of 2020. During this period, we were required to maintain minimum liquidity levels, provide certain financial and other information, and take certain other action as specified in the amendment. Failure to maintain the required minimum liquidity levels or satisfy other requirements set forth in the amendment would allow the revolving credit lenders, the Senior Secured Term loan lenders, and the Incremental Term Loan lenders to cause amounts outstanding under our credit facility to become immediately due and payable and would have a material, adverse impact on our financial position. In August 2020, we entered into an agreement to sell our Life Sciences business (see Note 2). The sale closed on October 6, 2020, at which time we received cash proceeds of $ 757.2 million. We immediately prepaid $ 700.0 million in the aggregate on the Senior Secured Term Loan and the Incremental Term Loan. We also paid in full the outstanding balance on the Senior Secured Revolver. Additionally, in August 2020, we amended our Credit Agreement to obtain the lenders’ consent to the sale of the Life Sciences business, subject to certain terms and conditions. The full extent of the effect of the COVID-19 pandemic on our customers, our supply chain, and our business cannot be reasonably assessed at this time. We have developed a plan to mitigate the impact of COVID-19, which includes the implementation of a series of specific and identified cost reductions in both our corporate and business groups, in addition to actions already taken, including further reducing our direct and indirect labor costs and benefits. The impact of COVID-19 on our operating results will depend on future developments, which are highly uncertain and cannot be predicted, including governmental and business reactions to the pandemic. We have made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. If there are differences between these estimates and actual results, our consolidated financial statements may be materially affected. In accordance with Accounting Standards Update (“ASU”) 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40), we have evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the Consolidated Financial Statements are issued. We rely on cash flow generated from operations and available borrowings under our Senior Secured Revolver to fund our working capital and other operating and investing needs. Our ability to borrow under our Senior Secured Revolver is based on our continued compliance with the minimum liquidity requirements and, for periods beginning in the fourth quarter of 2020, the financial leverage ratio covenant, as defined, which became more restrictive upon the occurrence of a qualified sale transaction, which closed on October 6, 2020. Based on available borrowing capacity of the Senior Secured Revolver, the reduction in debt service costs as a result of the debt prepayment with net proceeds from the sale of the Life Sciences business in October 2020, and cash flows expected to be generated from operations and investing activities, we anticipate that our cash and cash equivalents are sufficient to support our operations and meet our obligations, and that we will be able to maintain compliance with the existing financial leverage ratio covenant for the next twelve months from issuance of these consolidated financial statements. 44 Table of Contents Principles of Consolidation Our consolidated financial statements include the accounts of NN, Inc., and its wholly owned subsidiaries. We own a 49 % interest in a joint venture which we account for using the equity method (see Note 10). All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates in the Preparation of Consolidated Financial Statements The preparation of consolidated financial statements in accordance with U.S. GAAP requires management to use estimates and assumptions that affect the reported amounts of certain assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results may differ from those estimates. Accounting Standards Recently Adopted Financial Instruments - Credit Losses . In June 2016, the Financial Accounting Standards Board (the “FASB”) issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which modifies the measurement of expected credit losses on certain financial instruments and the timing of when such losses are recorded. In November 2019, the SEC issued Staff Accounting Bulletin (“SAB”) No. 119, codified in Accounting Standards Codification (“ASC”) Topic 326, Financial Instruments-Credit Losses, which provides guidance on accounting of credit losses. We adopted ASU 2016-13 on January 1, 2020, using the modified retrospective transition method, which resulted in no material impact on our consolidated financial statements. Fair Value Disclosures. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) , that modifies fair value disclosure requirements. The new guidance streamlines disclosures of Level 3 fair value measurements. The modified disclosures were effective for us beginning in the first quarter of 2020. ASU 2018-13 changes disclosures only and does not impact our consolidated financial statements. Internal-Use Software. In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force) (“ASU 2018-15”) , that provides guidance on a customer’s accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement that is hosted by the vendor. Under the new guidance, customers apply the same criteria for capitalizing implementation costs as they would for an arrangement that has a software license. We adopted ASU 2018-15 as of January 1, 2020, prospectively. We have had no such costs after the adoption date, and we do not expect the new guidance to have a material impact on our consolidated financial statements. Reference Rate Reform. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides temporary optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. Among other things, for all types of hedging relationships, the guidance allows an entity to change the reference rate and other critical terms related to reference rate reform without having to remeasure the value or reassess a previous accounting determination. The amendments in this guidance should be applied on a prospective basis and, for companies with a fiscal year ending December 31, are effective from January 1, 2020, through December 31, 2022. We adopted this guidance effective January 1, 2020. When the transition occurs, we expect to apply this expedient to new transactions that reference LIBOR or another reference rate that is discontinued, through December 31, 2022. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements. Accounting Standards Not Yet Adopted In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes, (“ASU 2019-12”) as part of its initiative to reduce complexity in accounting standards. ASU 2019-12 removes certain exceptions and provides simplification to specific tax items to improve consistent application. This standard is effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any interim period for which consolidated financial statements have not yet been issued. Adoption methods vary based on the specific items impacted. We are currently evaluating the impact on our consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, (“ASU 2020-06”) which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. Specifically, ASU 2020-06 simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. In addition, ASU 2020-06 removes certain settlement conditions that are required for 45 Table of Contents equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for the exception. Further, for the diluted earnings-per-share calculation, the new guidance requires entities to use the if-converted method for all convertible instruments and generally requires entities to include the effect of share settlement for instruments that may be settled in cash or shares, among other things. ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Either the full or modified retrospective adoption method is allowed. We are currently evaluating the impact on our consolidated financial statements and related disclosures. Cash and Cash Equivalents Cash and cash equivalents include cash and highly liquid investments with original maturities of three months or less. We maintain cash balances in transaction accounts with various financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”). Although we maintain balances that exceed the federally insured limit, we have not experienced any losses related to these balances, and we believe credit risk to be minimal. We had approximately $ 17.0 million and $ 12.7 million in cash and cash equivalents as of December 31, 2020 and 2019, respectively, held at foreign financial institutions. Fair Value Measurements Fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the assumptions used to measure assets and liabilities at fair value. An asset or liability’s classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are recorded at their net realizable value. We maintain allowances for estimated losses resulting from the inability of our customers to make required payments. The allowances are based on the amount that we ultimately expect to collect from our customers. We evaluate the collectability of accounts receivable based on a combination of factors including number of days receivables are past due, historical collection experience, current market conditions, and forecasted direction of economic and business environment. Accounts receivable are written off at the time a customer receivable is deemed uncollectible. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined using standard costs, which approximates the average cost method. Our policy is to expense abnormal amounts of idle facility expense, freight, handling cost, and waste included in cost of products sold. In addition, we allocate fixed production overheads based on the normal production capacity of our facilities. Inventory valuations were developed using normalized production capacities for each of our manufacturing locations. The costs from excess capacity or under-utilization of fixed production overheads were expensed in the period incurred and are not included as a component of inventory. Inventories also include tools, molds, and dies in progress that we are producing and will ultimately sell to our customers. These inventories are also carried at the lower of cost or net realizable value. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation. Assets to be disposed of are stated at the lower of depreciated cost or fair market value less estimated selling costs. Expenditures for maintenance and repairs are charged to expense as incurred. Major renewals and improvements are capitalized. When a property item is retired, its cost and related accumulated depreciation are removed from the property accounts and any gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss). We review the carrying values of long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Property, plant and equipment also includes tools, molds, and dies used in manufacturing. Depreciation is calculated based on historical cost using the straight-line method over the estimated useful lives of the depreciable assets. Estimated useful lives for buildings and land improvements generally range from 10 to 40 years. Estimated useful lives for machinery and equipment generally range from 3 to 12 years. Estimated useful lives for leasehold improvements are based on the life of the lease. 46 Table of Contents Goodwill and Other Indefinite Lived Intangible Assets Goodwill is tested for impairment on an annual basis in the fourth quarter and between annual tests if a triggering event occurs. The impairment analysis is performed at the reporting unit level. An impairment charge is calculated based on a reporting unit’s carrying amount in excess of its fair value (i.e., step 1 of the two-step impairment test). If the carrying value of the reporting unit including goodwill is less than fair value of the reporting unit, the goodwill is not considered impaired. Impairment of Long-Lived Assets Long-lived tangible and intangible assets subject to depreciation or amortization are tested for recoverability when changes in circumstances indicate the carrying value of these assets may not be recoverable. A test for recoverability is also performed when management has committed to a plan to dispose of a reporting unit or asset group. Assets to be held and used are tested for recoverability when indications of impairment are evident. Recoverability of a long-lived tangible or intangible asset is evaluated by comparing its carrying value to the future estimated undiscounted cash flows expected to be generated by the asset or asset group. If the asset is not recoverable, then the asset is considered impaired and adjusted to fair value which is then depreciated or amortized over its remaining useful life. Assets to be disposed of are recorded at the lesser of carrying value or fair value less costs of disposal. Equity Method Investments Our equity method investment is subject to a review for impairment if, and when, circumstances indicate that a decline in value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; a significant adverse change in the regulatory, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. If management considers the decline to be other than temporary, we would write down the investment to its estimated fair market value. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Provision has been made for income taxes on unremitted earnings of certain foreign subsidiaries as these earnings are not deemed to be permanently reinvested. We recognize income tax positions that meet the more likely than not threshold and accrue interest and potential penalties related to unrecognized income tax positions which are recorded as a component of the provision (benefit) for income taxes. We treat global intangible low-taxed income (“GILTI”) as a periodic charge in the year in which it arises and therefore do not record deferred taxes for basis differences associated with GILTI. We eliminate disproportionate tax effects from accumulated other comprehensive income (loss) when the circumstances upon which they are premised cease to exist. Revenue Recognition We recognize revenues when control of the good or service is transferred to the customer either at a point in time or, in limited circumstances, as our services are rendered over time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or services. Share Based Compensation The cost of stock options, restricted stock, and performance share units is recognized as compensation expense over the vesting periods based on the grant date fair value, net of expected forfeitures. We determine grant date fair value using the Black Scholes financial pricing model for stock options and a Monte Carlo simulation for performance share units that include a market condition for vesting because these awards are not traded in open markets. We determine grant date fair value using the closing price of our common stock on the date of grant for restricted stock and performance share units that include performance conditions for vesting. Common Stock and Preferred Stock Dividends Dividends are recorded as a reduction to retained earnings. When we have an accumulated deficit, dividends are recorded as a reduction of additional paid-in capital. 47 Table of Contents Foreign Currency Translation Assets and liabilities of our foreign subsidiaries are translated at current exchange rates. Revenue, costs, and expenses are translated at average rates prevailing during each reporting period. Translation adjustments arising from the translation of foreign subsidiary financial statements are reported as a component of other comprehensive income (loss) and accumulated other comprehensive income (loss) within stockholders’ equity. Transactions denominated in foreign currencies, including intercompany transactions, are initially recorded at the current exchange rate at the date of the transaction. The balances are adjusted to the current exchange rate as of each balance sheet date and as of the date when the transaction is consummated. Transaction gains or losses, excluding intercompany loan transactions, are expensed as incurred in either cost of sales or selling, general and administrative expense in the Consolidated Statements of Operations and Comprehensive Income (Loss) and were immaterial to the years ended December 31, 2020, 2019, and 2018. Transaction gains or losses on intercompany loan transactions are recognized as incurred in the “Other expense (income), net” line in the Consolidated Statements of Operations and Comprehensive Income (Loss). For the years ended December 31, 2020, 2019, and 2018, transaction gains or losses on intercompany loan transactions were $ 0.8 million, $ 0.4 million, and $ 3.6 million, respectively. Net Income (Loss) Per Common Share We are required to allocate earnings or losses for a reporting period to common stockholders and participating securities using the two-class method to compute earnings per share. The two-class method is an earnings allocation formula that treats participating securities as having rights to earnings that otherwise would have been available to common stockholders. Participating securities may participate in undistributed earnings with common stock whether or not that participation is conditioned upon the occurrence of a specified event. Under the two-class method, our net income (loss) is reduced (or increased) by the amount that has been or will be distributed to our participating security holders. Preferred shares are participating securities that participate in earnings but do not participate in losses. Basic net income (loss) per common share is computed by dividing net income (loss) allocable to common shares by the weighted average number of common shares outstanding. Diluted net income (loss) per common share includes the effect of warrants, convertible preferred stock, stock options and the respective tax benefits unless inclusion would not be dilutive. Business Combinations We allocate the total purchase price of tangible and intangible assets acquired and liabilities assumed based on their estimated fair values as of the business combination date, with the excess purchase price recorded as goodwill. The purchase price allocation process requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination date. Although we believe the assumptions and estimates we have made are reasonable and appropriate, they are based in part on historical experience and information obtained from management of the acquired company. Our assumptions and estimates are also partially based on valuation models that incorporate projections of expected future cash flows and operating plans and are inherently uncertain. Valuations are performed by management or third-party valuation specialists under management’s supervision. In determining the fair value of assets acquired and liabilities assumed in business combinations, as appropriate, we may use one of the following recognized valuation methods: the income approach (including discounted cash flows, relief from royalty and excess earnings model), the market approach, or the replacement cost approach. Examples of significant estimates used to value certain intangible assets acquired include but are not limited to: • sales volume, pricing, and future cash flows of the business overall; • future expected cash flows from customer relationships, and other identifiable intangible assets, including future price levels, rates of increase in revenue, and appropriate attrition rate; • the acquired company’s brand and competitive position, royalty rate quantum, as well as assumptions about the period of time the acquired brand will continue to benefit the combined company’s product portfolio; and • cost of capital, risk-adjusted discount rates, and income tax rates. Different assumptions regarding projected performance and other factors associated with the acquired assets may affect the amount recorded under each type of asset and liability. The valuations of property, plant and equipment, intangible assets, goodwill and deferred income tax liabilities depend heavily on assumptions. Subsequent assessment could result in future impairment charges. We refine these estimates over a measurement period not to exceed one year to reflect new information obtained surrounding facts and circumstances existing at the acquisition date. 48 Table of Contents Note 2. Discontinued Operations In August 2020, we entered into a Stock Purchase Agreement (the “SPA”) with affiliates of American Securities LLC for the sale of our Life Sciences business for an aggregate purchase price of up to $ 825 million, which includes a $ 755 million cash base purchase price and a potential earnout payment of up to $ 70 million. The cash base purchase price was subject to certain adjustments and was payable at the closing of the transaction, which occurred on October 6, 2020. The earnout payment is subject to the performance of the Life Sciences business during the year ending December 31, 2022, measured by Adjusted EBITDA targets, as defined by the SPA. The Life Sciences business includes facilities that are engaged in the production of a variety of components, assemblies, and instruments, such as surgical knives, bioresorbable implants, surgical staples, cases and trays, orthopaedic implants and tools, laparoscopic devices, and drug delivery devices for the orthopaedics and medical/surgical end markets. The sale of the Life Sciences business furthers management’s strategy to improve liquidity and creates the financial flexibility to pursue key growth areas in the Mobile Solutions and Power Solutions segments. After working capital and other closing adjustments, the final cash purchase price was approximately $ 753.3 million. We received cash proceeds at closing of $ 757.2 million and recorded a $ 3.9 million payable at December 31, 2020, for the balance. We prepaid $ 700.0 million in the aggregate on the Senior Secured Term Loan and the Incremental Term Loan immediately following the sale. We also paid in full the outstanding balance on the Senior Secured Revolver. We recognized a gain on sale of $ 214.9 million, net of income taxes. Under the terms of a transition services agreement, we are providing certain support services for up to 180 days from the closing date of the sale. In accordance with the terms of the SPA, we agreed to indemnify the buyer for certain tax liabilities on its consolidated federal income tax return related to the Life Sciences business during the portion of the year ended December 31, 2020, prior to the change in ownership on October 6, 2020. We estimate that the tax indemnification will result in a payment of approximately $ 1.2 million to the buyer during the year ending December 31, 2021, and we have recorded this estimated obligation in the “Other current liabilities” line item on the Consolidated Balance Sheets at December 31, 2020. In accordance with ASC 205-20, Presentation of Financial Statements - Discontinued Operations, the operating results of the Life Sciences business are classified as discontinued operations. The presentation of discontinued operations includes revenues and expenses of the discontinued operations and will also include any gain on the disposition of the business, all net of tax, as one line item on the Consolidated Statements of Operations and Comprehensive Income (Loss). The Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented have been revised to reflect this presentation. Accordingly, the results of the Life Sciences business have been excluded from continuing operations and segment results for all periods presented in the consolidated financial statements and the accompanying notes unless otherwise stated. The Consolidated Statements of Cash Flows include cash flows of the Life Sciences business in each line item unless otherwise stated. The following table presents the results of operations of the discontinued operations. Years Ended December 31, 2020 2019 2018 Net sales $ 225,255 $ 357,937 $ 246,463 Cost of sales (exclusive of depreciation and amortization shown separately below) 160,464 249,157 175,787 Selling, general, and administrative expense 20,779 34,328 20,927 Acquisition related costs excluded from selling, general and administrative expense — — 5,763 Depreciation and amortization 35,731 46,950 28,102 Restructuring and integration expense, net — — 1,438 Goodwill impairment 146,757 — — Other operating expense (income), net 41 20 ( 737 ) Income (loss) from operations ( 138,517 ) 27,482 15,183 Interest expense 48,893 44,125 49,928 Loss on extinguishment of debt and write-off of debt issuance costs 1,388 2,753 19,562 Other expense (income), net ( 322 ) 178 ( 675 ) Loss from discontinued operations before costs of disposal and benefit for income taxes ( 188,476 ) ( 19,574 ) ( 53,632 ) Benefit for income taxes 12,468 3,582 11,865 Loss from discontinued operations before gain on disposal ( 176,008 ) ( 15,992 ) ( 41,767 ) Gain on disposal of discontinued operations 212,319 — — Benefit for income taxes on gain on disposal 2,587 — — Income (loss) from discontinued operations, net of tax $ 38,898 $ ( 15,992 ) $ ( 41,767 ) During the first quarter of 2020, our market capitalization declined to a level that was less than the net book value of our stockholders’ equity. The decline in market capitalization was a triggering event that caused us to perform a goodwill 49 Table of Contents impairment analysis as of March 31, 2020. The carrying value of the Life Sciences reporting unit exceeded its estimated fair value as of March 31, 2020. As a result of our analysis, we recorded an impairment loss on goodwill of $ 146.8 million for Life Sciences. The judgments, assumptions, and estimates involved in the goodwill impairment analysis for the Life Sciences reporting unit are consistent with those discussed in Note 8. Our credit facility required us to use proceeds from the sale of the Life Sciences business to prepay a portion of our existing debt. We paid $ 700 million in the aggregate on our term loans as described in Note 12. The prepayment was applied to debt in accordance with the prepayment provisions of the Credit Agreement immediately after the transaction closed on October 6, 2020. Average quarterly interest rates were multiplied by the required prepayment amounts to calculate interest expense to be reclassified to discontinued operations for all periods presented. Write-offs of credit facility debt issuance costs were allocated to discontinued operations by multiplying the ratio of the required prepayment amounts as a percentage of total outstanding principal by the total write-off charges in each period. Write-offs of credit facility debt issuance costs that have been allocated to discontinued operations are presented in the “Loss on extinguishment of debt and write-off of debt issuance costs” line the table above. The following table summarizes the amount of interest expense related to the credit facility that has been reclassified to discontinued operations. Years Ended December 31, 2020 2019 2018 Interest on debt $ 35,147 $ 40,996 $ 46,406 Amortization of debt issuance costs 13,990 3,368 3,571 Capitalized interest and other ( 244 ) ( 239 ) ( 49 ) Total interest expense of discontinued operations $ 48,893 $ 44,125 $ 49,928 The following table summarizes the carrying amounts of major classes of assets and liabilities of discontinued operations for each of the periods presented. December 31, 2020 December 31, 2019 Cash and cash equivalents $ — $ 13,792 Accounts receivable, net — 48,318 Inventories — 51,644 Other current assets — 3,246 Total current assets of discontinued operations — 117,000 Property, plant and equipment, net — 118,536 Operating lease right-of-use assets — 20,044 Goodwill — 344,316 Intangible assets, net — 211,847 Other non-current assets — 311 Total non-current assets of discontinued operations — 695,054 Total assets of discontinued operations $ — $ 812,054 Accounts payable $ — $ 16,367 Accrued salaries, wages and benefits — 14,844 Income tax payable — 344 Current portion of operating lease liabilities — 2,364 Other current liabilities — 7,627 Total current liabilities of discontinued operations — 41,546 Deferred tax liabilities — 61,338 Operating lease liabilities, net of current portion — 18,405 Other non-current liabilities — 4,456 Total non-current liabilities of discontinued operations — 84,199 Total liabilities of discontinued operations $ — $ 125,745 50 Table of Contents The following table presents the significant noncash items and cash paid for capital expenditures of discontinued operations for each period presented. Years Ended December 31, 2020 2019 2018 Depreciation and amortization $ 35,731 $ 46,950 $ 28,102 Goodwill impairment 146,757 — — Amortization of debt issuance costs 13,990 3,368 3,571 Loss on extinguishment of debt and write-off of debt issuance costs 1,388 2,753 19,562 Acquisition of property, plant and equipment 8,416 21,834 14,759 Right-of-use assets obtained in exchange for new finance lease liabilities 695 5,321 — Right-of-use assets obtained in exchange for new operating lease liabilities (1) 6,174 51 — _______________________________ (1) Includes new leases, renewals, and modifications after the adoption of ASC Topic 842, Leases, on January 1, 2019. Note 3. Acquisitions Paragon Medical, Inc. On May 7, 2018, we acquired 100 % of the stock of PMG Intermediate Holding Corporation, the parent company of Paragon Medical, Inc. (“Paragon Medical”). For accounting purposes, Paragon Medical met the definition of a business and was accounted for as a business combination. Paragon Medical is a medical device manufacturer which focuses on the orthopaedic, case and tray, implant, and instrument markets. We finalized the purchase price allocation and recorded measurement period adjustments to the initial allocation as disclosed in our 2018 Annual Report. Operating results of Paragon Medical were included in our historical consolidated financial statements after the date of acquisition as part of our Life Sciences business. The Life Sciences business was subsequently sold on October 6, 2020, and is included in discontinued operations as discussed in Note 2. Bridgemedica, LLC On February 22, 2018, we completed the acquisition of 100 % of the assets of Bridgemedica, LLC (“Bridgemedica”). For accounting purposes, Bridgemedica met the definition of a business and was accounted for as a business combination. Bridgemedica is a medical device company that provides concept to supply solutions through design, development engineering, and manufacturing. We finalized our valuation related to the assets acquired and liabilities assumed during 2019 with no material changes to the initial allocation. Operating results of Bridgemedica were included in our historical consolidated financial statements report after the acquisition date as part of our Life Sciences business. The Life Sciences business was subsequently sold on October 6, 2020, and is included in discontinued operations as discussed in Note 2. Southern California Technical Arts, Inc. On August 9, 2018, we completed the acquisition of 100 % of the capital stock of Southern California Technical Arts, Inc. (“Technical Arts”). For accounting purposes, Technical Arts met the definition of a business and was accounted for as a business combination. Technical Arts is an industrial machining company that manufactures tight tolerance metal components and assemblies. The acquisition of Technical Arts expands our presence in the aerospace and defense end market. Operating results of Technical Arts are reported in our Power Solutions group after the acquisition date. We finalized our valuation related to the assets acquired and liabilities assumed during 2019 with no material changes to the initial allocation. Note 4. Segment Information Our business has historically been aggregated into the following three reportable segments. • Mobile Solutions. Mobile Solutions is focused on growth in the general industrial and automotive end markets. We have developed an expertise in manufacturing highly complex, system critical components for fuel systems, engines and transmissions, power steering systems, and electromechanical motors on a high-volume basis. This expertise has been gained through investment in technical capabilities, processes and systems, and skilled program management and product launch capabilities. • Power Solutions. Power Solutions is focused on growth in the electrical and aerospace and defense end markets, while 51 Table of Contents also serving the automotive and medical end markets. Within this group we combine materials science expertise with advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies, and finished devices used in applications ranging from power control to flight control and for military devices. We manufacture a variety of products including electrical contacts, connectors, contact assemblies, and precision stampings for the electrical end market and high precision products for the aerospace and defense end market utilizing our extensive process technologies for optical grade plastics, thermally conductive plastics, titanium, Inconel, magnesium, and electroplating. Our medical business includes the production of a variety of tools and instruments for the orthopaedics and medical/surgical end markets. • Life Sciences. Life Sciences was focused on growth in the medical end market, primarily in the orthopaedics and medical/surgical end markets. Within this group we combined advanced engineering and production capabilities to design and manufacture a broad range of high-precision metal and plastic components, assemblies, and finished devices. We manufactured a variety of components, assemblies, and instruments, such as surgical knives, bioresorbable implants, surgical staples, cases and trays, orthopaedic implants and tools, laparoscopic devices, and drug delivery devices for the orthopaedics and medical/surgical end markets. These divisions have historically been considered our three operating segments as each has engaged in business activities for which it earns revenues and incurs expenses, discrete financial information is available for each, and this is the level at which the chief operating decision maker reviews discrete financial information for purposes of allocating resources and assessing performance. See Note 2 for information regarding the sale of the Life Sciences business on October 6, 2020. The results of the Life Sciences business are classified as discontinued operations for all periods in the consolidated financial statements and accompanying notes unless otherwise stated. Accordingly, results of the Life Sciences business are not included in the tabular presentation below. The following tables present results of continuing operations by reportable segment. Mobile Solutions Power Solutions Corporate and Consolidations Total Year Ended December 31, 2020 Net sales $ 256,360 $ 171,269 $ ( 95 ) (a) $ 427,534 Depreciation and amortization 28,298 15,730 1,652 45,680 Goodwill impairment — 92,942 — 92,942 Income (loss) from operations 5,228 ( 85,983 ) ( 36,702 ) $ ( 117,457 ) Interest expense ( 18,898 ) Other ( 15,733 ) Loss from continuing operations before income taxes and share of net income from joint venture $ ( 152,088 ) Share of net income from joint venture $ 3,626 $ — $ — $ 3,626 Expenditures for long-lived assets 12,400 2,754 203 15,357 Total assets 370,985 (b) 197,348 56,629 624,962 Mobile Solutions Power Solutions Corporate and Consolidations Total Year Ended December 31, 2019 Net sales $ 297,749 $ 192,100 $ ( 335 ) (a) $ 489,514 Depreciation and amortization 27,146 15,301 2,449 44,896 Income (loss) from operations 9,553 13,881 ( 41,027 ) $ ( 17,593 ) Interest expense ( 13,030 ) Other ( 1,502 ) Loss from continuing operations before income taxes and share of net income from joint venture $ ( 32,125 ) Share of net income from joint venture $ 1,681 $ — $ — $ 1,681 Expenditures for long-lived assets 24,969 4,457 2,743 32,169 Total assets 373,256 (b) 310,545 858,183 (c) 1,541,984 52 Table of Contents Mobile Solutions Power Solutions Corporate and Consolidations Total Year Ended December 31, 2018 Net sales $ 335,037 $ 189,778 $ ( 621 ) (a) $ 524,194 Depreciation and amortization 26,217 14,753 2,056 43,026 Goodwill impairment 73,442 109,100 — 182,542 Loss from operations ( 55,079 ) ( 95,115 ) ( 44,853 ) $ ( 195,047 ) Interest expense ( 11,315 ) Other ( 2,016 ) Loss from continuing operations before income taxes and share of net loss from joint venture $ ( 208,378 ) Share of net loss from joint venture $ ( 14,390 ) $ — $ — $ ( 14,390 ) Expenditures for long-lived assets 36,660 6,459 6,158 49,277 _______________________________ (a) Includes eliminations of intersegment transactions which occur during the ordinary course of business. (b) Total assets in Mobile Solutions includes $ 27.0 million and $ 21.8 million as of December 31, 2020 and 2019, respectively, related to the investment in our 49 % owned joint venture (Note 10). (c) Total assets in Corporate and Consolidations includes $ 812.1 million in assets of discontinued operations. The following table summarizes long-lived tangible assets by geographical region. Property, Plant, and Equipment, Net As of December 31, 2020 2019 United States $ 130,077 $ 158,444 Europe $ 40,663 $ 38,082 Asia 33,854 33,058 Mexico 1,230 1,388 South America 17,866 25,005 All foreign locations $ 93,613 $ 97,533 Total $ 223,690 $ 255,977 Note 5. Accounts Receivable Accounts receivable, net, are comprised of the following amounts: As of December 31, 2020 2019 Trade $ 86,659 $ 85,284 Less—allowance for credit losses 2,044 2,044 Accounts receivable, net $ 84,615 $ 83,240 The following table presents changes in allowance for credit losses. Year Ended December 31, 2020 2019 2018 Balance at beginning of year $ 2,044 $ 2,517 $ 2,339 Additions 505 231 628 Write-offs ( 562 ) ( 692 ) ( 400 ) Currency impact 57 ( 12 ) ( 50 ) Balance at end of year $ 2,044 $ 2,044 $ 2,517 53 Table of Contents As of December 31, 2020, one customer represented 11 % of consolidated accounts receivable from continuing operations. As of December 31, 2019, another customer represented 10 % of consolidated accounts receivable from continuing operations. Amounts due from these customers are primarily related to Mobile Solutions. Note 6. Inventories Inventories are comprised of the following amounts: As of December 31, 2020 2019 Raw materials $ 22,589 $ 34,816 Work in process 20,758 17,810 Finished goods 19,170 14,452 Total inventories $ 62,517 $ 67,078 Note 7. Property, Plant and Equipment Property, plant and equipment are comprised of the following amounts: As of December 31, 2020 2019 Property, plant and equipment Land and buildings $ 58,296 $ 57,222 Machinery and equipment 339,268 321,110 Construction in progress 1,270 25,416 Total 398,834 403,748 Less: Accumulated depreciation 175,144 147,771 Property, plant and equipment, net $ 223,690 $ 255,977 We monitor property, plant and equipment for any indicators of potential impairment. We recognized impairment charges of $ 4.1 million, $ 0.6 million, and $ 5.2 million for the years ended December 31, 2020, 2019, and 2018, respectively, related to the early retirement of identified fixed assets. The impairment charges were recorded to the “Other operating expense, net,” line item on the Consolidated Statements of Operations and Comprehensive Income (Loss). The impairment charges were determined by writing the assets down to the estimated salvage value, less disposal costs. For the years ended December 31, 2020, 2019, and 2018, we recorded depreciation expense of $ 31.3 million, $ 30.4 million, and $ 28.5 million, respectively. Note 8. Goodwill All of our net goodwill is recorded in the Power Solutions reportable segment, and no goodwill is recorded in the Mobile Solutions reportable segment. The following table shows changes in the carrying amount of Power Solutions goodwill. Balance as of December 31, 2018 $ 94,505 Currency impact and other 274 Balance as of December 31, 2019 94,779 Currency impact and other ( 1,837 ) Impairments ( 92,942 ) Balance as of December 31, 2020 $ — 54 Table of Contents The following table presents the gross carrying amount of goodwill and accumulated impairment charges as of December 31, 2020, and 2019. December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Impairment Charges Net Book Value Gross Carrying Amount Accumulated Impairment Charges Net Book Value Mobile Solutions 78,254 ( 78,254 ) — 77,458 ( 77,458 ) — Power Solutions 213,791 ( 213,791 ) — 215,628 ( 120,849 ) 94,779 Total goodwill $ 292,045 $ ( 292,045 ) $ — $ 293,086 $ ( 198,307 ) $ 94,779 During the first quarter of 2020, our market capitalization declined to a level that was less than the net book value of our stockholders’ equity. The decline in market capitalization was a triggering event that caused us to perform a goodwill impairment analysis as of March 31, 2020. The goodwill impairment analysis required significant judgments to calculate the fair value for the Power Solutions reporting unit, including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term growth rate for each operating segment, and determination of weighted average cost of capital. Our forecasts used in the goodwill impairment analysis reflected our expectations of declines in sales resulting from COVID-19. Significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, including market growth and market share, sales volumes and prices, costs to produce, discount rate, and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. The carrying value of the Power Solutions reporting unit exceeded the estimated fair value as of the March 31, 2020, analysis. As a result of our analysis, we recorded an impairment loss on goodwill of $ 92.9 million to the “Goodwill impairment” line on the Consolidated Statements of Operations and Comprehensive Income (Loss). As of December 31, 2020, there is no remaining goodwill balance. During the fourth quarter of 2018, our market capitalization declined to a level that was less than the net book value of our stockholders’ equity. We performed our annual goodwill impairment analysis as of October 1, 2018, and elected to early adopt ASU 2017-4, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment . As a result of our analysis, we recorded an impairment loss on goodwill in 2018 of $ 73.4 million and $ 109.1 million for Mobile Solutions and Power Solutions, respectively, to the “Goodwill impairment” line on the Consolidated Statements of Operations and Comprehensive Income (Loss). Note 9. Intangible Assets, Net The following table shows changes in the carrying amount of intangible assets, net, by reportable segment. Mobile Solutions Power Solutions Total Balance as of December 31, 2018 $ 35,892 $ 95,991 $ 131,883 Amortization ( 3,479 ) ( 10,994 ) ( 14,473 ) Other 3 — 3 Balance as of December 31, 2019 32,416 84,997 117,413 Amortization ( 3,354 ) ( 10,994 ) ( 14,348 ) Balance as of December 31, 2020 $ 29,062 $ 74,003 $ 103,065 The following table shows the cost and accumulated amortization of our intangible assets as of December 31, 2020 and 2019. December 31, 2020 December 31, 2019 Estimated Useful Life in Years Gross Carrying Value as of Acquisition Date Accumulated Amortization Net Carrying Value Gross Carrying Value as of Acquisition Date Accumulated Amortization Net Carrying Value Customer relationships 12 - 20 $ 173,746 $ ( 74,250 ) $ 99,496 $ 173,746 $ ( 60,603 ) $ 113,143 Trademark and trade name 8 - 15 7,527 ( 3,958 ) 3,569 7,527 ( 3,257 ) 4,270 Total identified intangible assets $ 181,273 $ ( 78,208 ) $ 103,065 $ 181,273 $ ( 63,860 ) $ 117,413 Intangible assets that are fully amortized are removed and no longer represented in the gross carrying value or accumulated amortization. 55 Table of Contents The following table shows estimated future amortization expense for the next five years and thereafter. Year Ending December 31, 2021 $ 14,347 2022 14,347 2023 14,262 2024 13,919 2025 13,919 Thereafter 32,271 Total $ 103,065 Intangible assets are reviewed for impairment when changes in circumstances indicate the carrying value of those assets may not be recoverable. As of December 31, 2020 and 2019, there were no indications of impairment. Note 10. Investment in Joint Venture We own a 49 % investment in Wuxi Weifu Autocam Precision Machinery Company, Ltd. (the “JV”), a joint venture located in Wuxi, China. The JV is jointly controlled and managed, and we account for it under the equity method. The following table shows changes in our investment in the JV. Balance as of December 31, 2019 $ 21,755 Share of earnings 3,626 Foreign currency translation gain 1,602 Balance as of December 31, 2020 $ 26,983 During the fourth quarter of 2018, as a result of changing market conditions, the fair value of the JV was assessed, and we recorded an impairment of $ 16.6 million against our investment in the JV. The fair value assessment was significantly affected by changes in our assessment of future growth rates. During the first quarter of 2020, the goodwill impairment testing trigger caused us to test the JV for impairment as well. Based on our analysis, no impairment charge was deemed necessary. It is reasonably possible that material deviation of future performance from the estimates used in the March 31, 2020, impairment test could result in additional impairment to our investment in the JV in subsequent periods. Note 11. Income Taxes The following table summarizes the loss from continuing operations before benefit (provision) for income taxes and share of net income (loss) from joint venture. Year Ended December 31, 2020 2019 2018 United States $ ( 146,963 ) $ ( 31,760 ) $ ( 200,164 ) Foreign ( 5,125 ) ( 365 ) ( 8,214 ) Loss from continuing operations before benefit (provision) for income taxes and share of net income (loss) from joint venture $ ( 152,088 ) $ ( 32,125 ) $ ( 208,378 ) 56 Table of Contents The following table summarizes total income tax expense (benefit) recognized in each year. Year Ended December 31, 2020 2019 2018 Current taxes: U.S. Federal $ ( 299 ) $ ( 5,948 ) $ 5,684 State 4,599 1,656 58 Foreign 2,250 2,247 2,271 Total current tax expense (benefit) 6,550 ( 2,045 ) 8,013 Deferred taxes: U.S. Federal $ ( 10,368 ) $ ( 1,430 ) $ ( 6,028 ) State ( 5,368 ) 3,850 ( 214 ) U.S. federal and foreign valuation allowance 2,066 ( 592 ) 2,263 Foreign ( 1,852 ) 522 ( 5,582 ) Total deferred tax expense (benefit) ( 15,522 ) 2,350 ( 9,561 ) Total income tax expense (benefit) $ ( 8,972 ) $ 305 $ ( 1,548 ) The following table presents a reconciliation of income taxes based on the U.S. federal statutory income tax rate. Year Ended December 31, 2020 2019 2018 U.S federal statutory income tax rate 21.0 % 21.0 % 21.0 % Change in valuation allowance, exclusive of state ( 1.3 ) % 1.8 % ( 1.1 ) % State taxes, net of federal taxes, exclusive of tax reform 0.2 % ( 13.6 ) % 0.1 % Non-U.S. earnings taxed at different rates 1.4 % 3.0 % 0.3 % GILTI ( 0.1 ) % — % — % Goodwill impairment ( 12.7 ) % — % ( 17.7 ) % Nondeductible asset loss — % ( 2.2 ) % ( 0.2 ) % Research and development tax credit 0.4 % 2.2 % 0.3 % Change in uncertain tax positions 2.2 % 4.3 % 0.5 % Impact of tax reform: Toll charge, net of foreign tax credit — % — % 0.7 % Remeasurement of deferred taxes pursuant to tax reform — % — % ( 1.2 ) % Impact of 2019 Treasury regulations — % ( 18.4 ) % — % CARES Act 2.7 % — % — % Divestiture of business segment, exclusive of tax reform — % — % ( 1.1 ) % Return to provision ( 0.5 ) % ( 0.2 ) % ( 1.0 ) % Taxes on unremitted foreign earnings ( 3.9 ) % ( 2.2 ) % — % Restructuring gain ( 2.6 ) % — % — % Other adjustments, net ( 0.9 ) % 3.3 % 0.1 % Effective tax rate 5.9 % ( 1.0 ) % 0.7 % On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted. Among other provisions, the CARES Act allows for the carryback of certain tax losses and favorably impacts the deductibility of interest expense and depreciation. The CARES Act had a material impact on our consolidated financial statements, primarily due to enacted federal rate difference in the carryback periods, and has been accounted for in the benefit for income taxes for the twelve months ended December 31, 2020. 57 Table of Contents On October 6, 2020, we sold our Life Sciences business via a sale of our equity interest in Precision Engineered Products Holdings, Inc., a wholly owned U.S. domestic subsidiary. Prior to the sale, we completed tax restructuring in which Precision Engineered Products Holdings, Inc., distributed to NN, Inc., all of its asset and equity holdings related to the Power Solutions segment. The restructuring process created a deferred gain, required to be realized upon the third party equity sale, equal to the fair market value of the distributed assets over tax basis. The associated U.S. federal, state and foreign tax impacts are reflected in the tables within this footnote. The tax impacts of the sale of the Life Sciences business are included in income from discontinued operations and excluded from the tables presented within this footnote. For comparative purposes, the prior period information contained in the tables in this footnote have been adjusted to exclude the Life Sciences business, unless otherwise noted. Our effective tax rate for continuing operations was 5.9 % for 2020. The 2020 effective tax rate for continuing operations differs from the U.S. federal statutory tax rate of 21 % primarily due to (1) the impact of the impairment of nondeductible goodwill which is treated as a permanent difference and (2) the company’s accrual of taxes on unremitted earnings of foreign subsidiaries which may be repatriated. Our effective tax rate for continuing operations was ( 1.0 )% for 2019. The 2019 effective tax rate for continuing operations differs from the U.S. federal statutory tax rate of 21 % principally due to a discrete tax charge of $ 6.0 million related to final tax regulations published by the Department of the Treasury and Internal Revenue Service on February 4, 2019. The tax rate was also impacted by valuation of its state tax attributes. Our effective tax rate for continuing operations was 0.7 % for 2018. The 2018 effective tax rate for continuing operations differs from the U.S. federal statutory income tax rate of 21 % primarily due to the impact of goodwill impairment which was nondeductible for tax purposes. The following table summarizes the principal components of the deferred tax assets and liabilities. As of December 31, 2020 2019 Deferred income tax liabilities: Tax in excess of book depreciation $ 27,459 $ 28,329 Intangible assets 23,695 26,474 Operating leases 11,149 12,697 Taxes on unremitted foreign earnings 6,601 — Other deferred tax liabilities 533 2,178 Total deferred income tax liabilities 69,437 69,678 Deferred income tax assets: Interest expense limitation 3,811 14,073 Goodwill 25,653 386 Inventories 3,224 2,447 Interest rate swap 3,611 2,838 Pension/Personnel accruals 2,909 1,669 Operating leases 13,209 14,438 Net operating loss carryforwards 18,659 15,486 R&D credit carryforwards — 2,463 Non-U.S. credit carryforwards 3,574 3,419 Accruals and reserves 2,399 2,335 Other deferred tax assets 2,891 1,157 Deferred income tax assets before valuation allowance 79,940 60,711 Valuation allowance on deferred tax assets ( 21,681 ) ( 15,494 ) Total deferred income tax assets 58,259 45,217 Net deferred income tax liabilities $ 11,178 $ 24,461 As of December 31, 2020, we had no U.S. federal net operating loss (“NOL”) carryover, $ 3.8 million of consolidated state NOL carryovers, and $ 234.8 million of separate state NOL carryovers. The state NOLs begin to expire in 2030. Management believes that certain of the state NOL carryovers will more likely than not expire prior to utilization. As such, a valuation allowance of $ 12.6 million (net of federal benefit) has been established to reduce the state attribute balance to the amount 58 Table of Contents expected to be utilized before expiration. We also have $ 6.1 million, tax-effected, of foreign NOL carryovers at December 31, 2020. The foreign NOLs have an indefinite life; however, management believes that benefit for certain of the foreign NOLs may not be realized. Therefore, we have established a valuation allowance of $ 3.1 million to reduce the carrying value of the asset related to foreign NOLs to the amount that has been determined to be more likely than not realized. We have $ 0.2 million of state credit carryforwards and $ 0.7 million of other consolidated state deferred tax assets for which we believe recognition is not appropriate. In addition, we have $ 3.4 million of tax credits in other foreign jurisdictions as of December 31, 2020. The tax credits in these jurisdictions begin to expire in 2026. Valuation allowances have been recorded for these state and foreign items accordingly. We have a U.S. federal and state deferred tax asset related to currency losses on intercompany loans. Management believes it is more likely than not that the benefit for the asset will not be realized based on timing of expected repayment of the intercompany loans. We have established a valuation allowance of $ 1.7 million to eliminate the carrying value of this asset. Management believes all remaining tax assets will more likely than not be realized. However, the amount of the deferred tax considered realizable could be reduced based on changing conditions. During 2020, the state valuation allowance increased by approximately $ 3.1 million, primarily due to a valuation allowance recorded to offset the current year generation of separate state loss carryforwards that management does not believe are realizable given anticipated changes in state nexus. The federal valuation allowance increased by approximately $ 1.0 million, to offset current year changes in unrealized exchange losses on intercompany loans. The foreign valuation allowance increased by $ 2.2 million in 2020 primarily to offset current year loss generation in jurisdictions where realization of the asset is not more likely than not. As a result of the deemed mandatory repatriation provisions in the Tax Act and our recognition in income of GILTI as part of the changes from the Tax Act, we do not have material basis differences related to cumulative unremitted earnings for U.S. income tax purposes. However, we continue to evaluate quarterly the impact that repatriation of foreign earnings would have on withholding and other taxes. As of December 31, 2020, we have recorded a liability of $ 6.6 million for the anticipated withholding taxes that would be due upon repatriation of the unremitted earnings of those subsidiaries for which management does not intend to permanently reinvest all earnings. We are subject to U.S. federal income tax as well as tax in several foreign jurisdictions. We are also subject to tax by various state authorities. The tax years subject to examination vary by jurisdiction. We are no longer subject to U.S. federal examination for periods before 2017. During 2020 we concluded, with no material findings, an audit by French tax authorities for the 2016 tax year. We regularly assess the outcomes of both ongoing and future examinations for the current or prior years to ensure our provision for income taxes is sufficient. We recognize liabilities based on estimates of whether additional taxes will be due, and we believe our reserves are adequate in relation to any potential assessments. The outcome of any one examination, some of which may conclude during the next twelve months, is not expected to have a material impact on our financial position or results of operations. Interest and penalties related to federal, state, and foreign income tax matters are recorded as a component of the provision for income taxes in our Consolidated Statements of Operations and Comprehensive Income (Loss). Accrued interest and penalties of $ 0.6 million, $ 1.5 million, and $ 1.3 million are included in other non-current liabilities as of December 31, 2020, 2019, and 2018, respectively. The following table presents a reconciliation of the beginning and ending amounts of unrecognized tax benefits, excluding interest and penalties. Year Ended December 31, 2020 2019 2018 Balance at beginning of year $ 2,589 $ 4,609 $ 5,655 Additions for tax positions of prior years 121 — 304 Settlements for tax positions of prior years — ( 275 ) — Reductions for tax positions of prior years ( 2,463 ) ( 1,745 ) ( 1,350 ) Balance at end of year $ 247 $ 2,589 $ 4,609 The reduction to unrecognized tax benefits in 2020 is related to (1) expiring statutes of limitations in certain U.S. state and foreign jurisdictions and (2) the remeasurement of previously unrecognized tax benefits. As of December 31, 2020, the unrecognized tax benefits would, if recognized, impact our effective tax rate by $ 0.8 million, inclusive of the impact of interest and penalties. Management believes that it is reasonably possible that the amount of unrecognized income tax benefits, including interest and penalties, may not decrease during the next twelve months as no statutes are expected to lapse within the period. 59 Table of Contents We operate under tax holidays in other countries, which are effective through December 31, 2026, and may be extended if certain additional requirements are satisfied. The tax holidays are conditional upon our meeting certain employment and investment thresholds. The impact of these tax holidays decreased foreign taxes by $ 0.2 million for 2020. The tax holidays had no impact on our 2019 and 2018 foreign taxes. Note 12. Debt Collectively, our credit facility is comprised of a term loan with a face amount of $ 545.0 million, maturing on October 19, 2022 (the “Senior Secured Term Loan”); a term loan with a face amount of $ 300.0 million, maturing on October 19, 2022 (the “Incremental Term Loan”); and a revolving line of credit with a face amount of $ 60.0 million, maturing on July 20, 2022 (the “Senior Secured Revolver”). The credit facility is collateralized by all of our assets. The following table presents outstanding debt balances as of December 31, 2020 and 2019. As of December 31, 2020 2019 Senior Secured Term Loan $ 47,728 $ 526,313 Incremental Term Loan 22,716 257,111 International lines of credit and other loans 14,418 9,579 Total principal 84,862 793,003 Less-current maturities of long-term debt 4,885 19,106 Principal, net of current portion 79,977 773,897 Less-unamortized debt issuance costs (1) 952 16,647 Long-term debt, net of current portion $ 79,025 $ 757,250 _______________________________ (1) In addition to this amount, costs of $ 1.8 million and $ 3.0 million related to the Senior Secured Revolver are recorded in other non-current assets as of December 31, 2020, and December 31, 2019, respectively. We capitalized interest costs of $ 0.2 million, $ 1.5 million, and $ 1.1 million in the years ended December 31, 2020, 2019, and 2018, respectively, related to construction in progress. In August 2020, we entered into an agreement to sell our Life Sciences business (see Note 2). The sale closed on October 6, 2020, at which time we received cash proceeds of $ 757.2 million. We immediately prepaid $ 700.0 million in the aggregate on the Senior Secured Term Loan and the Incremental Term Loan. We also paid in full the outstanding balance on the Senior Secured Revolver. The prepayment was applied to debt in accordance with the prepayment provisions of the credit agreement immediately after the transaction closed on October 6, 2020. See Note 2 for a description of the methodology for allocating debt-related costs in historical periods to discontinued operations. Senior Secured Term Loan Outstanding borrowings under the Senior Secured Term Loan bear interest at one-month LIBOR (subject to a 0.75 % floor) plus an applicable margin of 5.75 %. At December 31, 2020, the Senior Secured Term Loan bore interest at 6.50 %. Incremental Term Loan Outstanding borrowings under the Incremental Term Loan bear interest at one-month LIBOR plus an applicable margin of 5.75 %. At December 31, 2020, the Incremental Term Loan bore interest at 5.90 %. Senior Secured Revolver Outstanding borrowings under the Senior Secured Revolver bear interest on a variable rate structure at either 1) one-month LIBOR plus an applicable margin of 4.00 % or 2) the prime lending rate plus an applicable margin of 3.00 %. We pay a commitment fee of 0.50 % for unused capacity under the Senior Secured Revolver. We had no outstanding borrowings under the Senior Secured Revolver at December 31, 2020 or 2019. Total capacity under the Senior Secured Revolver was $ 60.0 million as of December 31, 2020, with $ 45.4 million available for future borrowings after reductions for outstanding letters of credit of $ 14.6 million. Our credit facility is subject to certain financial covenants based on a consolidated net leverage ratio, becoming more restrictive over time. We were in compliance with all covenants under our credit facility at December 31, 2020. 60 Table of Contents Debt Amendments In July 2020, we amended our Credit Agreement to waive compliance with the financial leverage ratio covenant for the second and third quarters of 2020. During this period, we were required to maintain minimum liquidity levels, provide certain financial and other information, and take certain other action as specified in the amendment. Failure to maintain the required minimum liquidity levels or satisfy other requirements set forth in the amendment would allow the revolving credit lenders, the Senior Secured Term loan lenders, and the Incremental Term Loan lenders to cause amounts outstanding under our credit facility to become immediately due and payable and could have a material, adverse impact on our financial position. In August 2020, we amended our Credit Agreement to obtain the lenders’ consent to the sale of the Life Sciences business, subject to certain terms and conditions. The amendment required a minimum of $ 675.0 million in cash proceeds from the sale. All cash proceeds, less certain allowable costs, were required by the amendment to be used to prepay the Senior Secured Term Loan and the Incremental Term Loan. The amendment also required a minimum $ 15.0 million payment on the Senior Secured Revolver and reduced total capacity from $ 75.0 million to $ 60.0 million immediately after the sale of the Life Sciences business. The capacity will decrease to $ 50.0 million on June 30, 2021. The amendment requires cash in excess of $ 35.0 million on the last day of each month to be used to pay down the Senior Secured Revolver. Liquidity thresholds were amended so that the threshold decreases commensurate with any principal payment on the Senior Secured Revolver. We were in compliance with all covenants under our credit facility at December 31, 2020. We capitalized a total of $ 0.4 million in new debt issuance costs related to the July 2020 and August 2020 amendments. Costs related to the Senior Secured Term Loan and the Incremental Term Loan are recorded as a direct reduction to the carrying amount of the associated long-term debt. Costs related to the Senior Secured Revolver are recorded in other non-current assets. Additionally, $ 1.5 million of unamortized debt issuance costs were written off in the twelve months ended December 31, 2020, in connection with the July 2020 and August 2020 amendments. See Note 2 for a description of the methodology for allocating amortization and write-offs of debt issuance costs in historical periods to discontinued operations. International Lines of Credit and Other Loans International lines of credit and other loans consist of loans with financial institutions in France, Brazil, China, and the United States with a weighted average interest rate of 2.77 % as of December 31, 2020. These sources are used to fund working capital and equipment purchases for our manufacturing plants and have a weighted average remaining term of 6.7 years. As of December 31, 2020, the international lines of credit and other loans had $ 14.4 million outstanding of which $ 4.5 million is classified as “Current maturities of long-term debt” on the Consolidated Balance Sheets. Interest Rate Swap In February 2019, we entered into a $ 700.0 million amortizing notional amount fixed-rate interest rate swap agreement to manage the interest rate risk associated with our long-term variable-rate debt until 2022. The fixed-rate interest rate swap agreement calls for us to receive interest monthly at a variable rate equal to one-month LIBOR and to pay interest monthly at a fixed rate of 2.4575 %. In connection with the prepayment of debt on October 6, 2020, with proceeds from the sale of our Life Sciences business, the outstanding balance of our variable rate debt fell below the $ 700.0 million notional amount of the interest rate swap contract. Refer to Note 21 for further discussion of the interest rate swap agreement. Future Maturities The following table lists aggregate maturities of long-term debt for the next five years and thereafter. Year Ending December 31, Aggregate Maturities Principal Amounts 2021 $ 4,885 2022 71,664 2023 1,632 2024 1,474 2025 1,553 Thereafter 3,654 Total outstanding principal $ 84,862 61 Table of Contents Note 13. Leases We adopted ASC 842 on January 1, 2019, and elected the modified retrospective approach in which the new standard is applied to all leases existing at the date of adoption through a cumulative-effect adjustment of less than $ 0.1 million to accumulated deficit. Consequently, financial information is not updated, and the disclosures required under the new standard are not provided for periods prior to January 1, 2019. As part of the adoption, we elected the package of practical expedients, the short-term lease exemption, and the practical expedient to not separate lease and non-lease components. Accordingly, we accounted for our existing operating leases as operating leases under the new standard, without reassessing (a) whether the contracts contain a lease under ASC 842, (b) whether classification of the operating leases would be different in accordance with ASC 842, or (c) whether any unamortized initial direct costs would have met the definition of initial direct costs in ASC 842 at lease commencement. We determine whether an arrangement is a lease at inception. Right-of-use (“ROU”) lease assets represent our right to use an underlying asset for the lease term, and lease liabilities represent our obligation to make lease payments arising from the lease. ROU lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. When the implicit rate is not readily determinable, we use the estimated incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Amortization of ROU lease assets is recognized in expense on a straight-line basis over the lease term. Short-term leases are leases having a term of twelve months or less. We recognize short-term leases on a straight-line basis and do not record a related lease asset or liability for such leases. Finance lease ROU assets consist primarily of equipment used in the manufacturing process with terms greater than two years to seven years . Operating lease ROU assets consist of the following: • Equipment used in the manufacturing process as well as office equipment with terms two years to five years ; and • Manufacturing plants and office facilities with terms two years to twenty years . The following table presents components of lease expense: Years Ended December 31, Financial Statement Line Item 2020 2019 Finance lease cost: Amortization of right-of-use assets Depreciation and amortization $ 1,272 $ 1,229 Interest expense Interest expense 192 226 Operating lease cost Cost of sales and selling, general, and administrative expense 8,396 9,108 Short-term lease cost (1) Cost of sales and selling, general, and administrative expense 591 479 Variable lease cost (2) Cost of sales and selling, general, and administrative expense 1 1 Total lease cost $ 10,452 $ 11,043 _______________________________ (1) Excludes expenses related to leases with a lease term of one month or less. (2) Represents changes to index-based lease payments. 62 Table of Contents The following table presents lease-related assets and liabilities recorded on the balance sheet. As of December 31, Financial Statement Line Item 2020 2019 Assets: Operating lease assets Operating lease right-of-use assets $ 50,264 $ 45,452 Finance lease assets Property, plant and equipment, net 14,644 13,267 Total lease assets $ 64,908 $ 58,719 Liabilities: Current liabilities: Operating lease liabilities Current portion of operating lease liabilities $ 4,797 $ 4,288 Finance lease liabilities Other current liabilities 4,252 2,701 Non-current liabilities: Operating lease liabilities Operating lease liabilities, net of current portion 55,053 48,575 Finance lease liabilities Other non-current liabilities 6,858 7,911 Total lease liabilities $ 70,960 $ 63,475 The following table contains supplemental cash flow information related to leases of continuing operations. Years Ended December 31, 2020 2019 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows used in finance leases $ 192 $ 226 Operating cash flows used in operating leases 13,498 14,090 Financing cash flows used in finance leases 2,018 3,156 Right-of-use assets obtained in exchange for new finance lease liabilities $ 728 $ 5,250 Right-of-use assets obtained in exchange for new operating lease liabilities (1) $ 8,682 $ 8,457 _______________________________ (1) Includes new leases, renewals, and modifications. As of December 31, 2020, the weighted average remaining lease term and weighted-average discount rate for finance and operating leases of continuing operations were as follows: Years Ended December 31, 2020 2019 Weighted-average remaining lease term - finance leases 3.2 years 4.0 years Weighted-average remaining lease term - operating leases 11.7 years 11.0 years Weighted-average discount rate - finance leases 2.2 % 2.2 % Weighted-average discount rate - operating leases 7.0 % 5.7 % 63 Table of Contents The maturities of lease liabilities greater than twelve months as of December 31, 2020, is as follows: Operating Leases Finance Leases 2021 $ 9,348 $ 4,442 2022 8,485 3,107 2023 7,370 2,365 2024 7,276 1,122 2025 7,194 223 Thereafter 48,523 210 Total future minimum lease payments 88,196 11,469 Less: imputed interest 28,346 359 Total lease liabilities $ 59,850 $ 11,110 As of December 31, 2019, we had an operating lease commitment that had not yet commenced. In March 2020, the operating lease for the manufacturing facility commenced and requires us to pay a total of approximately $ 27.5 million base rent payments over the lease term of 15 years. We began making rent payments in the third quarter of 2020. In March 2020, we amended the lease of our corporate headquarters building to exit over half of the previously leased space and reduce annual base rent payments by approximately $ 1.3 million over the remaining lease term which ends in 2030. The amendment was accounted for as a lease modification, and the remeasurement of the lease resulted in an $ 8.1 million decrease in the operating lease right-of-use (“ROU”) asset, a $ 10.5 million decrease in the noncurrent portion of the operating lease liability, and a $ 0.6 million decrease in the current portion of the operating lease liability. The $ 3.0 million difference between the change in the operating lease ROU asset and the operating lease liabilities was recognized in “Other operating expense, net,” on the Consolidated Statements of Operations and Comprehensive Income (Loss). In connection with the discontinued use of the previously leased space, we also recognized a $ 4.4 million termination charge and a $ 2.9 million impairment charge on the associated leasehold improvements, all of which were also recognized in “Other operating expense, net.” During the second quarter of 2020 and as part of our overall plan to improve liquidity during the COVID-19 pandemic, we negotiated with certain lessors to defer rent payments on leased buildings. In total, $ 0.5 million of operating lease payments for continuing operations were deferred over a period ranging from April 2020 to December 2020 and are being repaid over a period ranging from June 2020 through December 2022. The deferral of rent payments did not result in a substantial change in total lease payments over the individual lease terms. We have elected to apply lease accounting relief announced by the FASB in April 2020 and have treated these lease concessions as if they existed in the original contracts rather than applying lease modification accounting. The net impact on cash flows from operating activities on the Consolidated Statements of Cash Flows for the twelve months ended December 31, 2020, was $ 0.7 million in cash savings which includes $ 0.4 million related to continuing operations. During the year ended December 31, 2018, we recognized rent expense of $ 8.7 million in continuing operations. Note 14. Restructuring and Integration The following table presents restructuring and integration charges for the years ended December 31, 2019 and 2018. There were no restructuring and integration charges for the year ended December 31, 2020. Mobile Solutions Corporate and Consolidations Total Year Ended December 31, 2019 Site closure and other associated costs $ ( 12 ) $ — $ ( 12 ) Total $ ( 12 ) $ — $ ( 12 ) Year Ended December 31, 2018 Severance and other employee costs $ — $ 626 $ 626 Site closure and other associated costs 63 — 63 Total $ 63 $ 626 $ 689 64 Table of Contents The following tables present restructuring and integration reserve activity for the years ended December 31, 2019 and 2018. There was no restructuring and integration reserve activity for the year ended December 31, 2020. Reserve Balance as of December 31, 2018 Charges Non-cash Adjustments Cash Reductions Reserve Balance as of December 31, 2019 Severance and other employee costs $ 129 $ — $ — $ ( 129 ) $ — Site closure and other associated costs 24 ( 12 ) — ( 12 ) — Total $ 153 $ ( 12 ) $ — $ ( 141 ) $ — Reserve Balance as of December 31, 2017 Charges Non-cash Adjustments Cash Reductions Reserve Balance as of December 31, 2018 Severance and other employee costs $ — $ 626 $ — $ ( 497 ) $ 129 Site closure and other associated costs 1,099 63 ( 56 ) ( 1,082 ) 24 Total $ 1,099 $ 689 $ ( 56 ) $ ( 1,579 ) $ 153 In 2018, we recognized severance and other employee costs of $ 0.6 million at corporate headquarters related to the restructuring of our former Precision Engineered Products Group, effective January 2, 2018. Note 15. Commitments and Contingencies Brazil ICMS Tax Matter Prior to the acquisition of Autocam Corporation in 2014 (“Autocam”), Autocam’s Brazilian subsidiary (“Autocam Brazil”) received notification from the Brazilian tax authority regarding ICMS (state value added tax or “VAT”) tax credits claimed on intermediary materials (e.g., tooling and perishable items) used in the manufacturing process. The Brazilian tax authority notification disallowed state ICMS tax credits claimed on intermediary materials based on the argument that these items are not intrinsically related to the manufacturing processes. Autocam Brazil filed an administrative defense with the Brazilian tax authority arguing, among other matters, that it should qualify for an ICMS tax credit, contending that the intermediary materials are directly related to the manufacturing process. We believe that we have substantial legal and factual defenses, and we plan to defend our interests in this matter vigorously. The matter encompasses several lawsuits filed with the Brazilian courts requesting declaratory actions that no tax is due or seeking a stay of execution on the collection of the tax. In 2018, we obtained a favorable decision in one of the declaratory actions for which the period for appeal has expired. We have filed actions in each court requesting dismissal of the matter based on the earlier court action. In May 2020, we received an unfavorable decision in one of the lawsuits, and as a result have recorded a liability to the Brazilian tax authorities and a receivable from the former shareholders of Autocam for the same amount. Although we anticipate a favorable resolution to the remaining matters, we can provide no assurances that we will be successful in achieving dismissal of all pending cases. The U.S. dollar amount that would be owed in the event of an unfavorable decision is subject to interest, penalties, and currency impacts and therefore is dependent on the timing of the decision. For the remaining open lawsuits, we currently believe the cumulative potential liability in the event of unfavorable decisions on all matters will be less than $ 5.0 million, inclusive of interest and penalties. We are entitled to indemnification from the former shareholders of Autocam, subject to the limitations and procedures set forth in the agreement and plan of merger relating to the Autocam acquisition. Management believes the indemnification would include amounts owed for the tax, interest, and penalties related to this matter. Accordingly, we don’t expect to incur a loss related to this matter even in the event of an unfavorable decision and, therefore, have not accrued an amount for the remaining matters as of December 31, 2020. Securities Offering Matter On November 1, 2019, Erie County Employees’ Retirement System, on behalf of a purported class of plaintiffs, filed a complaint in the Supreme Court of the State of New York, County of New York, against the Company, certain of the Company’s current and former officers and directors, and each of the underwriters involved in the Company’s public offering and sale of 14.4 million shares of its common stock pursuant to a preliminary prospectus supplement, dated September 10, 2018, a final prospectus supplement, dated September 13, 2018, and a base prospectus, dated April 19, 2017, relating to the Company’s effective shelf registration statement on Form S-3 (File No. 333-216737) (the “Offering”), which complaint was amended on January 24, 2020. The complaint alleges violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 in connection with the Offering. The plaintiffs seek to represent a class of stockholders who purchased shares of the 65 Table of Contents Company’s common stock in the Offering. The complaint seeks unspecified monetary damages and other relief. The Company believes the complaint and allegations to be without merit and intends to vigorously defend itself against these actions. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on the Company’s financial position, results of operations, or cash flows. All Other Legal Matters On October 26, 2020, Corre Opportunities Qualified Master Fund, LP, and Corre Horizon Fund, LP, filed a complaint in the Chancery Court of the State of Delaware against the Company. The complaint alleges that the Company’s sale of its Life Sciences business without obtaining the prior consent of the plaintiffs was a breach of the terms of the Series B Preferred Stock. The complaint seeks unspecified monetary damages and other relief. The Company believes the complaint and allegations to be without merit and intends to vigorously defend itself against these actions. The Company is unable at this time to determine whether the outcome of the litigation would have a material impact on the Company’s financial position, results of operations, or cash flows. All other legal proceedings are of an ordinary and routine nature and are incidental to our operations. Management believes that such proceedings should not, individually or in the aggregate, have a material adverse effect on our business, financial condition, results of operations, or cash flows. In making that determination, we analyze the facts and circumstances of each case at least quarterly in consultation with our attorneys and determine a range of reasonably possible outcomes. Note 16. Preferred Stock and Stockholders' Equity Series B Convertible Preferred Stock On December 11, 2019, we issued to affiliates of existing common stockholders in a private placement 0.1 million shares of contingently redeemable Series B convertible preferred stock (“Preferred Stock”), par value of $ 0.01 per share and at a price of $ 1,000 per share, together with detachable warrants (the “Warrants”) to purchase up to 1.5 million shares of our common stock at an exercise price of $ 12.00 per share. The Preferred Stock has a liquidation preference of $ 1,000 per share; is redeemable at our option in cash (or, under certain circumstances, in stock), subject to the applicable redemption premium; is convertible into a variable number of common shares on certain terms and conditions on or after March 31, 2023; and is subject to certain other rights and obligations. In connection with the issuance of Preferred Stock, we entered into a registration rights agreement with the purchasers to provide certain customary demand registration rights exercisable beginning on March 31, 2021, with respect to their shares of common stock, including those underlying the Preferred Stock and Warrants, shares of Preferred Stock, and the Warrants. Net cash proceeds of $ 95.7 million from the issuance of the Preferred Stock were used for debt repayment, fees associated with the amendment and extension of our credit facility, and for general corporate purposes. Preferred Stock shares earn cumulative dividends at a rate of 10.625 % per year, payable quarterly in arrears if declared, and accrue whether or not earned or declared. If a Preferred Stock dividend is declared by the Board of Directors, then it will be paid in cash. Additionally, holders of Preferred Stock participate in any dividends paid on shares of our common stock on an as-converted basis at a fixed conversion rate. Our common stockholders approved a proposal at our 2020 annual stockholder meeting to issue common stock in excess of thresholds established by certain Nasdaq stock market rules upon the exercise of Warrants or the conversion or redemption of Preferred Stock. Preferred Stock is classified as mezzanine equity, between liabilities and stockholders’ equity, because certain features of the Preferred Stock could require redemption of some or all Preferred Stock upon events that are considered not solely within our control, including a leverage ratio threshold and the passage of time. For initial recognition in 2019, the Preferred Stock was recognized at a discounted value, net of issuance costs and allocation to warrants and bifurcated embedded derivatives. The aggregate discount is amortized as a deemed dividend through December 31, 2023, which is the date the holders have a non-contingent conversion option into a variable number of common shares equal to the liquidation preference plus accrued and unpaid dividends. Deemed dividends adjust retained earnings (or in the absence of retained earnings, additional paid-in capital). In accordance with ASC 815-15, Derivatives and Hedging - Embedded Derivatives, (“ASC 815-15”) certain features of the Preferred Stock were bifurcated and accounted for as derivatives separate from the Preferred Stock. Note 21 discusses the accounting for these features. As of December 31, 2020, the carrying value of the Preferred Stock shares was $ 105.1 million which included $ 13.0 million of accumulated unpaid and deemed dividends. The following table presents the change in the Preferred Stock carrying value during the year ended December 31, 2020. 66 Table of Contents Years Ended December 31, 2020 2019 Beginning balance $ 93,012 $ — Gross proceeds from issuance of shares — 100,000 Relative fair value of Warrants issued — ( 1,076 ) Recognition of bifurcated embedded derivative — ( 2,295 ) Allocation of issuance costs to Preferred Stock — ( 4,259 ) Accrual of in-kind dividends 11,121 590 Amortization and other 953 52 Ending balance $ 105,086 $ 93,012 Common Stock In September 2018, we issued 14.4 million shares of our common stock in a public offering under our shelf registration statement at a price of $ 16.00 per share. Net proceeds of $ 217.3 million were used to repay debt. Preferred Share Purchase Rights On April 15, 2020, our Board of Directors authorized and declared a dividend of one preferred share purchase right for each outstanding share of common stock to shareholders of record on April 27, 2020. The rights will become exercisable if a person or group becomes the beneficial owner of 15 % or more of our outstanding common stock (including in the form of synthetic ownership through derivative positions). In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder to purchase one thousandth of a share of Series C Junior Participating Preferred Stock for $ 31.50 per share. Rights held by the triggering person or entity will become void and will not be exercisable. The Board of Directors may, rather than permitting the exercise of the rights, exchange each right (other than rights held by the triggering person or entity) for one share of common stock per right, subject to adjustment. The Board of Directors will, prior to the rights becoming exercisable, in general be entitled to redeem the rights for $ 0.001 per right. The rights expire on March 31, 2021. Note 17. Revenue from Contracts with Customers Revenue is recognized when control of the good or service is transferred to the customer either at a point in time or, in limited circumstances, as our services are rendered over time. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or services. Year Ended December 31, 2020 Mobile Solutions Power Solutions Intersegment Sales Eliminations Total United States and Puerto Rico $ 129,147 $ 139,499 $ ( 95 ) $ 268,551 China 46,442 5,563 — 52,005 Brazil 27,055 689 — 27,744 Mexico 16,465 13,400 — 29,865 Germany 5,846 378 — 6,224 Poland 4,913 14 — 4,927 Other 26,492 11,726 — 38,218 Total net sales $ 256,360 $ 171,269 $ ( 95 ) $ 427,534 67 Table of Contents Year Ended December 31, 2019 Mobile Solutions Power Solutions Intersegment Sales Eliminations Total United States and Puerto Rico $ 162,445 $ 156,945 $ ( 335 ) $ 319,055 China 38,793 6,722 — 45,515 Brazil 36,058 300 — 36,358 Mexico 18,815 13,489 — 32,304 Germany 6,372 65 — 6,437 Poland 6,363 15 — 6,378 Other 28,903 14,564 — 43,467 Total net sales $ 297,749 $ 192,100 $ ( 335 ) $ 489,514 Year Ended December 31, 2018 Mobile Solutions Power Solutions Intersegment Sales Eliminations Total United States and Puerto Rico $ 187,178 $ 157,357 $ ( 621 ) $ 343,914 China 43,610 5,537 — 49,147 Brazil 35,314 215 — 35,529 Mexico 27,053 12,254 — 39,307 Germany 5,652 26 — 5,678 Poland 7,010 13 — 7,023 Other 29,220 14,376 — 43,596 Total net sales $ 335,037 $ 189,778 $ ( 621 ) $ 524,194 Product Sales We generally transfer control and recognize a sale when we ship the product from our manufacturing facility to our customer, at a point in time, as this is when our customer obtains the ability to direct use of, and obtain substantially all of the remaining benefits from, the goods. We have elected to recognize the cost for freight and shipping when control over products has transferred to the customer as a component of cost of sales. We use an observable price to determine the stand-alone selling price for separate performance obligations or a cost-plus-margin approach when an observable price is not available. The expected duration of our contracts is one year or less, and we have elected to apply the practical expedient that allows entities to disregard the effects of financing when the contract length is less than one year. The amount of consideration we receive and the revenue we recognize varies with volume rebates and incentives we offer to our customers. We estimate the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in our judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. We utilize the portfolio approach practical expedient to evaluate sales-related discounts on a portfolio basis to contracts with similar characteristics. The effect on our consolidated financial statements of applying the portfolio approach would not differ materially from evaluation of individual contracts. We give our customers the right to return only defective products in exchange for functioning products or rework of the product. These transactions are evaluated and accounted for under ASC Topic 460, Guarantees , and we estimate the impact to the transaction price based on an analysis of historical experience. Other Sources of Revenue We provide pre-production activities related to engineering efforts to develop molds, dies, and machines that are owned by our customers. We may receive advance payments from customers which are deferred until satisfying our performance obligations by compliance with customer-specified milestones, recognizing revenue at a point in time. These contracts generally have an original expected duration of less than one year. 68 Table of Contents Transaction Price Allocated to Future Performance Obligations We are required to disclose the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2020, unless our contracts meet one of the practical expedients. Our contracts met the practical expedient for a performance obligation that is part of a contract that has an original expected duration of one year or less. Costs to Obtain and Fulfill a Contract We recognize commissions paid to internal sales personnel that are incremental to obtaining customer contracts as an expense when incurred since the amortization period is less than one year. Costs to obtain a contract are expensed as selling, general and administrative expense. Sales, VAT, and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. Incidental items that are immaterial in the context of the contract are recognized as expense. Sales Concentration We recognized sales from a single customer of $ 49.7 million, or 10 % of consolidated net sales, during the year ended December 31, 2019, and $ 65.3 million, or 12 % of consolidated net sales, during the year ended December 31, 2018. Revenues from this customer are in our Mobile Solutions segment and were less than 10 % of consolidated net sales during the year ended December 31, 2020. Note 18. Share-Based Compensation We recognize compensation expense of all employee and non-employee director share-based compensation awards in the consolidated financial statements based upon the grant-date fair value of the awards over the requisite service or vesting period, less any expense incurred for estimated forfeitures. As of December 31, 2020, we have 2.7 million maximum shares available that can be issued as options, stock appreciation rights, and other share-based awards. Shares of our common stock delivered upon exercise or vesting may consist of newly issued shares of our common stock or shares acquired in the open market. Share-based compensation expense is recognized in the “Selling, general, and administrative expense” line in the Consolidated Statements of Operations and Comprehensive Income (Loss) except for $ 0.8 million, $ 0.4 million, and $ 0.2 million attributable to discontinued operations for the twelve months ended December 31, 2020, 2019, and 2018, respectively. The following table lists the components of share-based compensation expense by type of award. Year Ended December 31, 2020 2019 2018 Stock options $ 741 $ 881 $ 678 Restricted stock 3,473 1,897 1,630 Performance share units 755 1,155 2,076 Change in estimate of share-based award vesting (1) ( 743 ) ( 1,111 ) ( 1,968 ) Share-based compensation expense $ 4,226 $ 2,822 $ 2,416 _______________________________ (1) Amounts reflect the decrease in share-based compensation expense based on the change in estimate of the probability of vesting of share-based awards. Unrecognized compensation cost related to unvested awards was $ 3.6 million as of December 31, 2020. We expect that cost to be recognized over a weighted-average period of 2.2 years. Stock Options Option awards are typically granted to key employees on an annual basis. A single option grant is typically awarded to eligible employees each year by the Compensation Committee of the Board of Directors. The Compensation Committee occasionally awards additional individual grants to eligible employees. All employees are awarded options at an exercise price equal to the closing price of our stock on the date of grant. The term life of options is generally ten years with a vesting period of generally three years . During the years ended 2020, 2019, and 2018, we granted options to purchase 158,700 , 210,400 , and 57,800 shares, respectively, to certain key employees. The weighted average grant-date fair value of the options granted during 2020, 2019, and 2018 was $ 4.76 , $ 2.77 , and $ 10.60 per share, respectively. The fair value of our options cannot be determined by market 69 Table of Contents value because they are not traded in an open market. Accordingly, we utilized the Black Scholes financial pricing model to estimate the fair value. The following table shows the weighted average assumptions relevant to determining the fair value of stock options granted in each year. 2020 2019 2018 Expected term 6 years 6 years 6 years Average risk-free interest rate 1.42 % 2.47 % 2.66 % Expected dividend yield — % 3.53 % 1.15 % Expected volatility 52.80 % 49.53 % 47.69 % Expected forfeiture rate — % 4.00 % 4.00 % The expected term is derived from using the simplified method of determining stock option terms as described under the SAB Topic 14, Share-based payment . The simplified method was used because sufficient historical stock option exercise experience was not available, primarily due to the transformation of the management structure over the past several years. The average risk-free interest rate is derived from United States Department of Treasury published interest rates of daily yield curves for the same time period as the expected term. The expected dividend yield is derived by a mathematical formula which uses the expected annual dividends over the expected term divided by the fair market value of our common stock at the grant date. The expected dividend yield for 2020 grants reflects no expected annual dividends over the expected term because we discontinued dividends in 2019. The expected volatility rate is derived from our actual common stock historical volatility over the same time period as the expected term. The expected volatility rate is derived by a mathematical formula utilizing daily closing price data. The expected forfeiture rate is determined from examining the historical pre-vesting forfeiture patterns of past option issuances to key employees. While the expected forfeiture rate is not an input of the Black Scholes financial pricing model for determining the fair value of the options, it is an important determinant of stock option compensation expense to be recorded. The following table presents stock option activity for the year ended December 31, 2020. Number of Options (in thousands) Weighted- Average Exercise Price (per share) Weighted- Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding at January 1, 2020 775 $ 13.24 Granted 159 9.44 Forfeited or expired ( 63 ) 15.09 Outstanding at December 31, 2020 871 $ 12.41 4.0 years $ — (1) Exercisable at December 31, 2020 682 $ 13.17 2.7 years $ — (1) _______________________________ (1) The aggregate intrinsic value is the sum of intrinsic values for each exercisable individual option grant. The intrinsic value is the amount by which the closing market price of our stock at December 31, 2020, was greater than the exercise price of any individual option grant. No options were exercised during the year ended December 31, 2020. Cash proceeds from the exercise of options in the years ended December 31, 2019 and 2018, totaled less than $ 0.1 million and $ 0.3 million, respectively. The tax benefit recognized from stock option exercises was less than $ 0.1 million and $ 0.1 million in the years ended December 31, 2019 and 2018, respectively. For the years ended December 31, 2019 and 2018, proceeds from stock options are presented exclusive of tax benefits in cash flows from financing activities in the Consolidated Statements of Cash Flows. The total intrinsic value of options exercised during the years ended December 31, 2019 and 2018, was $ 7.0 thousand and $ 0.5 million, respectively. Restricted Stock During the years ended December 31, 2020, 2019, and 2018, we granted 460,255 , 339,498 , and 86,516 shares of restricted stock to non-executive directors, officers, and certain other key employees. The shares of restricted stock granted during the years ended December 31, 2020, 2019, and 2018, vest pro-rata generally over three years for officers and certain other key employees and over one year for non-executive directors and certain key employees. We determined the fair value of the shares awarded by using the closing price of our common stock as of the date of grant. The weighted average grant-date fair value of 70 Table of Contents restricted stock granted in the years ended December 31, 2020, 2019, and 2018, was $ 9.35 , $ 7.74 , and $ 24.55 per share, respectively. The total grant-date fair value of restricted stock that vested in the years ended December 31, 2020, 2019, and 2018, was $ 1.9 million, $ 2.9 million, and $ 1.8 million, respectively. The following table presents the status of unvested restricted stock awards as of December 31, 2020, and changes during the year then ended. Nonvested Restricted Shares (in thousands) Weighted Average Grant-Date Fair Value (per share) Unvested at January 1, 2020 222 $ 9.33 Granted 460 9.35 Vested ( 254 ) 7.31 Forfeited ( 43 ) 9.17 Unvested at December 31, 2020 385 $ 9.42 Performance Share Units Performance Share Units (“PSUs”) are a form of long-term incentive compensation awarded to executive officers and certain other key employees designed to directly align the interests of employees to the interests of our stockholders, and to create long-term stockholder value. PSUs granted in 2020 were made pursuant to the NN, Inc. 2019 Omnibus Incentive Plan and a Performance Share Unit Agreement (the “2019 Omnibus Agreement”). PSUs granted in 2019 and 2018 were made pursuant to the NN, Inc. 2016 Omnibus Incentive Plan and a Performance Share Unit Agreement (the “2016 Omnibus Agreement”). Some PSUs are based on total shareholder return (“TSR Awards”), and other PSUs are based on return on invested capital (“ROIC Awards”). The TSR Awards vest, if at all, upon our achieving a specified relative total shareholder return, which will be measured against the total shareholder return of the S&P SmallCap 600 Index during specified performance periods as defined in the 2019 Omnibus Agreement and the 2016 Omnibus Agreement. The ROIC Awards will vest, if at all, upon our achieving a specified average return on invested capital during the performance periods. Each performance period generally begins on January 1 of the year of grant and ends 36 months later on December 31. We recognize compensation expense over the performance period in which the performance and market conditions are measured. If the PSUs do not vest at the end of the performance periods, then the PSUs will expire automatically. Upon vesting, the PSUs will be settled by the issuance of shares of our common stock, subject to the award recipient’s continued employment. The actual number of shares of common stock to be issued to each award recipient at the end of the performance periods will be interpolated between a threshold and maximum payout amount based on actual performance results. No dividends will be paid on outstanding PSUs during the performance period; however, dividend equivalents will be paid based on the number of shares of common stock that are ultimately earned at the end of the performance periods. With respect to the TSR Awards, a participant will earn 50 % of the target number of PSUs for “Threshold Performance,” 100 % of the target number of PSUs for “Target Performance,” and 150 % of the target number of PSUs for “Maximum Performance.” With respect to the ROIC Awards, a participant will earn 35 % of the target number of PSUs for “Threshold Performance,” 100 % of the target number of PSUs for “Target Performance,” and 150 % of the target number of PSUs for “Maximum Performance.” For performance levels falling between the values shown below, the percentages will be determined by interpolation. 71 Table of Contents The following tables present the goals with respect to TSR Awards and ROIC Awards granted in 2020, 2019, and 2018. TSR Awards: Threshold Performance (50% of Shares) Target Performance (100% of Shares) Maximum Performance (150% of Shares) 2020 grants 35 th Percentile 50 th Percentile 75 th Percentile 2019 grants 35 th Percentile 50 th Percentile 75 th Percentile 2018 grants 35 th Percentile 50 th Percentile 75 th Percentile ROIC Awards: Threshold Performance (35% of Shares) Target Performance (100% of Shares) Maximum Performance (150% of Shares) 2020 grants (1) 4.9 % 5.1 % 5.6 % 2019 grants 4.7 % 5.8 % 7.0 % 2018 grants 15.5 % 18.0 % 19.5 % _______________________________ (1) The performance levels for 2020 grants were modified by the compensation committee of the board of directors in the first quarter of 2021 to adjust for the sale of the Life Sciences business and the ongoing effects of the COVID-19 pandemic. Threshold Performance was changed to 6.7 % to earn 50 % of Shares, Target Performance was changed to 7.9 % to earn 100 % of Shares, and Maximum Performance was changed to 8.7 % to earn 150 % of Shares. We estimate the grant-date fair value of TSR Awards using the Monte Carlo simulation model, as the total shareholder return metric is considered a market condition under ASC Topic 718, Compensation – stock compensation . The grant-date fair value of ROIC Awards is based on the closing price of a share of our common stock on the date of grant. The following table presents the number of PSUs granted and the grant-date fair value of each award in the periods presented. TSR Awards ROIC Awards Award Year Shares (in thousands) Grant-Date Fair Value (per share) Shares (in thousands) Grant-Date Fair Value (per share) 2020 139 $ 10.88 157 $ 9.44 2019 136 $ 9.28 174 $ 7.93 2018 55 $ 24.65 55 $ 24.55 We recognize expense for ROIC Awards based on the probable outcome of the associated performance condition. We generally recognize an expense for ROIC Awards based on the Target Performance threshold of 100 % because, at the date of grant, the Target Performance is the probable level of performance achievement. The following table presents the status of unvested PSUs as of December 31, 2020, and changes during the year then ended. Nonvested TSR Awards Nonvested ROIC Awards Number of Shares (in thousands) Weighted Average Grant-Date Fair Value Number of Shares (in thousands) Weighted Average Grant-Date Fair Value Nonvested at January 1, 2020 65 $ 13.27 79 $ 11.50 Granted 139 10.88 157 9.44 Forfeited ( 56 ) 11.89 ( 66 ) 10.32 Expired ( 10 ) 24.65 ( 10 ) 24.55 Nonvested at December 31, 2020 138 $ 10.58 160 $ 9.13 None of the PSUs that were granted in 2016, 2017, and 2018 vested in 2018, 2019, and 2020, respectively, because the actual performance achieved was below the “Threshold Performance” level as defined by the grant agreements. Change in Vesting Estimates During the year ended December 31, 2020, we recognized a decrease in share-based compensation expense in continuing operations of $ 0.3 million in the “Selling, general, and administrative expense” line of the Consolidated Statements of Operations and Comprehensive Income (Loss) to reverse cumulative expense for option, restricted stock, and PSU awards that 72 Table of Contents were forfeited upon termination of employment and for ROIC Awards that were granted in 2019 and are not expected to achieve Threshold Performance. In 2020 we also recognized a decrease in share-based compensation expense of $ 0.5 million in the “Income (loss) from discontinued operations, net of tax” line in the Consolidated Statements of Operations and Comprehensive Income (Loss) to reverse cumulative expense for option, restricted stock, and PSU awards that were forfeited upon termination of employees related to the Life Sciences business. During the year ended December 31, 2019, we recognized a decrease in share-based compensation expense in continuing operations of $ 1.1 million in the “Selling, general, and administrative expense” line in the Consolidated Statements of Operations and Comprehensive Income (Loss) to reverse cumulative expense for option, restricted stock, and PSU awards that were forfeited upon termination of employment. During the year ended December 31, 2018, we determined that the probability of performance achievement for ROIC Awards that were granted in 2016, 2017, and 2018 diminished to below the “Threshold Performance” level as defined by the grant agreements, and we recognized a decrease in share-based compensation expense in continuing operations of $ 1.8 million in “Selling, general, and administrative expense” and $ 0.2 million in “Income (loss) from discontinued operations, net of tax” on the Consolidated Statements of Operations and Comprehensive Income (Loss). Related accrued dividend equivalents of less than $ 0.1 million, $ 0.1 million, and $ 0.1 million were also reversed in 2020, 2019, and 2018, respectively, for awards that are not expected to vest. Note 19. Accumulated Other Comprehensive Income The components of accumulated other comprehensive income (“AOCI”) are as follows: Foreign Currency Translation Interest rate swap Income taxes (1) Total Balance at December 31, 2017 $ ( 17,705 ) $ — $ — $ ( 17,705 ) Current-period other comprehensive income (loss) activity ( 13,609 ) — — ( 13,609 ) Balance at December 31, 2018 $ ( 31,314 ) $ — $ — $ ( 31,314 ) Other comprehensive income (loss) before reclassifications ( 3,845 ) ( 13,645 ) 3,166 ( 14,324 ) Amounts reclassified from AOCI to interest expense (2) — 1,411 ( 327 ) 1,084 Net current-period other comprehensive income (loss) ( 3,845 ) ( 12,234 ) 2,839 ( 13,240 ) Balance at December 31, 2019 $ ( 35,159 ) $ ( 12,234 ) $ 2,839 $ ( 44,554 ) Other comprehensive income (loss) before reclassifications ( 1,683 ) ( 16,207 ) 3,764 ( 14,126 ) Amounts reclassified from AOCI to interest expense (2) — 8,906 ( 2,068 ) 6,838 Amounts reclassified from AOCI to loss on interest rate swap (3) — 15,823 ( 3,674 ) 12,149 Sale of discontinued operations 5,961 — — 5,961 Net current-period other comprehensive income (loss) 4,278 8,522 ( 1,978 ) 10,822 Balance at December 31, 2020 $ ( 30,881 ) $ ( 3,712 ) $ 861 $ ( 33,732 ) _______________________________ (1) Income tax effect of changes in interest rate swap. (2) Represents settlements on the interest rate swap while the hedge was effective. (3) Represents reclassification of derivative loss and settlements after discontinuation of hedge accounting. See Note 21 for further discussion of the interest rate swap. Note 20. Net Income (Loss) Per Common Share In accordance with ASC 260, Earnings Per Share, a company that has participating securities (for example, our Preferred Stock) is required to utilize the two-class method for calculating earnings per share (“EPS”) unless the treasury stock method results in lower EPS. The two-class method is an allocation of earnings between the holders of common stock and a company’s participating securities. Basic EPS is calculated by dividing income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding. To calculate diluted EPS, basic EPS is further adjusted to include the effect of potentially dilutive stock options, Warrants, and Preferred Stock. 73 Table of Contents The following table summarizes the computation of basic and diluted net income (loss) per common share. Years Ended December 31, 2020 2019 2018 Numerator: Loss from continuing operations $ ( 139,490 ) $ ( 30,749 ) $ ( 221,220 ) Less: Preferred Stock cumulative dividends and deemed dividends ( 12,373 ) ( 642 ) — Numerator for basic and diluted loss from continuing operations per common share (1) ( 151,863 ) ( 31,391 ) ( 221,220 ) Income (loss) from discontinued operations, net of tax (Note 2) 38,898 ( 15,992 ) ( 41,767 ) Numerator for basic and diluted undistributed net loss per common share (1) $ ( 112,965 ) $ ( 47,383 ) $ ( 262,987 ) Denominator: Weighted average common shares outstanding, basic and diluted 42,199 42,030 31,678 Per common share net loss: Basic loss from continuing operations per common share $ ( 3.60 ) $ ( 0.75 ) $ ( 6.98 ) Basic income (loss) from discontinued operations per common share 0.92 ( 0.38 ) ( 1.32 ) Basic net loss per common share $ ( 2.68 ) $ ( 1.13 ) $ ( 8.30 ) Diluted loss from continuing operations per common share $ ( 3.60 ) $ ( 0.75 ) $ ( 6.98 ) Diluted income (loss) from discontinued operations per common share 0.92 ( 0.38 ) ( 1.32 ) Diluted net loss per common share $ ( 2.68 ) $ ( 1.13 ) $ ( 8.30 ) Cash dividends declared per common share $ — $ 0.21 $ 0.28 _______________________________ (1) Preferred Stock does not participate in losses. The following table presents potentially dilutive securities that were excluded from the calculation of diluted net income (loss) per common share because they had an anti-dilutive effect. Year Ended December 31, 2020 2019 2018 Options 871 577 428 Warrants 1,500 1,500 — Preferred Stock, as-converted 19,021 12,976 — 21,392 15,053 428 We have elected to allocate undistributed income to participating securities based on year-to-date results. As there was no undistributed income for the years ended December 31, 2020, and 2019, no such allocation was necessary. In addition, given the undistributed loss from continuing operations in the years ended December 31, 2020, 2019, and 2018, all options and warrants are considered anti-dilutive and were excluded from the calculation of diluted net income (loss) per share. Stock options excluded from the calculations of diluted net income (loss) per share had a per share exercise price ranging from $ 7.93 to $ 25.16 for the year ended December 31, 2020, $ 8.54 to $ 25.16 for year ended December 31, 2019, and $ 4.42 to $ 25.16 for the year ended December 31, 2018. Warrants excluded from the calculation of diluted net income (loss) per share for the years ended December 31, 2020 and 2019, had a per share exercise price of $ 12.00 . Preferred Stock excluded from the calculation of diluted net income (loss) per share for the years ended December 31, 2020 and 2019, was calculated on an as-converted basis. Holders of Preferred Stock will have the right to convert up to 25 % of their Preferred Stock into common shares per quarter after December 31, 2023, at a conversion price that equals a 30-day volume weighted average price per common share. Under certain conditions, holders of Preferred Stock may elect to convert their Preferred Stock into common shares at an earlier date after March 31, 2023, at a conversion price that equals 90 % of the volume weighted average market price per common share. The potentially dilutive Preferred Stock in the preceding table presents the more dilutive result of these conversion prices as if the Preferred Stock were converted on December 31, 2020. 74 Table of Contents Note 21. Fair Value Measurements Fair value is an exit price representing the expected amount that an entity would receive to sell an asset or pay to transfer a liability in an orderly transaction with market participants at the measurement date. We followed consistent methods and assumptions to estimate fair values as more fully described in Note 1. Fair value principles prioritize valuation inputs across three broad levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the assumptions used to measure assets and liabilities at fair value. An asset or liability’s classification within the various levels is determined based on the lowest level input that is significant to the fair value measurement. Our financial instruments that are subject to fair value disclosure consist of cash and cash equivalents, accounts receivable, accounts payable, derivatives, and long-term debt. As of December 31, 2020, the carrying values of these financial instruments approximated fair value. The fair value of floating-rate debt approximates the carrying amount because the interest rates paid are based on short-term maturities. Derivative Financial Instruments As described in Note 16, in connection with the issuance of Preferred Stock in December 2019 and in accordance with ASC 815-15, certain features of the Preferred Stock were bifurcated and accounted for separate from the Preferred Stock. The following features are recorded as derivatives. • Leverage ratio put feature. The Preferred Stock includes a redemption option based on a leverage ratio threshold that provides the preferred holder the option to convert the Preferred Stock to a variable number of shares of common stock at a discount to the then fair value of our common stock. The conversion feature is considered a redemption right at a premium which is not clearly and closely related to the debt host. • Contingent dividends. The feature that allowed for the dividend rate to increase to 11.625 % in 2020 if shareholder approval was not obtained is not considered clearly and closely related to the debt host. Our common stockholders approved a proposal at our 2020 annual stockholder meeting to issue common stock in excess of thresholds established by certain Nasdaq stock market rules upon the exercise of Warrants or the conversion or redemption of Preferred Stock. Because shareholder approval was obtained during 2020, the contingent dividends feature no longer exists as of December 31, 2020. • Dividends withholding. The Preferred Stock bears a feature that could require us to make an effective distribution to purchasers which is indexed to the tax rate of the purchasers. This distribution would be partially offset by an adjustment to the redemption price and/or conversion rate. The dividends withholding feature is not clearly and closely related to the debt host. • Warrants. The Warrants issued with the Preferred Stock are exercisable, in full or in part, at any time prior to the seventh anniversary of their issuance at an exercise price of $ 12.00 per share, subject to customary anti-dilution adjustments in the event of future below market issuances, stock splits, stock dividends, combinations or similar events. The following tables show the liabilities measured at fair value for the Preferred Stock derivatives above as of December 31, 2020, and December 31, 2019. Fair Value Measurements as of December 31, 2020 Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability - other current liabilities $ — $ — $ 2,453 Derivative liability - other non-current liabilities — — 664 Description $ — $ — $ 3,117 75 Table of Contents Fair Value Measurements as of December 31, 2019 Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability - other current liabilities $ — $ — $ 60 Derivative liability - other non-current liabilities — — 2,235 Total $ — $ — $ 2,295 The following table presents the change in the Preferred Stock derivatives during the twelve months ended December 31, 2020 and 2019. Years Ended December 31, 2020 2019 Beginning balance $ 2,295 $ — Issuances — 2,295 Change in fair value (1) ( 493 ) — Other (2) 1,315 — Ending balance $ 3,117 $ 2,295 _______________________________ (1) Changes in the fair value are recognized in the “Other expense (income), net” line in the Consolidated Statements of Operations and Comprehensive Income (Loss). All of the change in fair value relates to the derivative liability held at December 31, 2020. (2) In 2020, we determined that certain anti-dilution provisions of the Warrants require liability accounting; therefore, we reclassified the $ 1.1 million value of the Warrants recorded in Stockholders’ Equity as of December 31, 2019, to a liability during the twelve months ended December 31, 2020. The fair value of the leverage ratio put feature, the dividends withholding feature, and the contingent dividends feature utilizes unobservable inputs based on the best information available to determine the probability of the preferred stock remaining outstanding for future periods. These inputs include probability assessments of how long the Preferred Stock will remain outstanding, whether the leverage ratio threshold will be exceeded, and, as of December 31, 2019, whether approval would be obtained from common stockholders for issuance of common stock upon exercise of the Warrants and conversion or redemption of the Preferred Stock. Inputs also include the percentage of Preferred Stock held by non-U.S. resident holders and the applicable tax withholding rates for those holders. The probability of the Preferred Stock remaining in future periods ranged from 3 % to 2 % as of December 31, 2020, and from 97 % to 2 % as of December 31, 2019. The leverage ratio put feature also utilizes unobservable inputs to determine the probability of the leverage ratio put being exercisable as of March 31, 2023, which ranged from 10 % to 1 % as of December 31, 2020, and from 20 % to 1 % at December 31, 2019. These probabilities are determined based on management’s assessment of facts and circumstances at each reporting date. An increase in these probabilities would result in an increase in the derivative liability fair value. Given the Preferred Stock value changes by period as a result of dividends and redemption premiums, weighted average values for these assumptions are not meaningful. The fair value of the Warrants feature is determined using a valuation model, which utilizes unobservable inputs to determine the probability that the Warrants will remain outstanding for future periods. The probabilities ranged from 80 % to 5 % and resulted in a weighted average term of 2.4 years as of December 31, 2020. An increase in these probabilities would result in an increase in the derivative liability fair value. As of December 31, 2019, the Warrants were classified in equity and valued using a term of 1.3 years. Interest Rate Swap We manage our exposure to fluctuations in interest rates using a mix of fixed and variable rate debt. On February 8, 2019, we entered into a $ 700.0 million fixed-rate interest rate swap agreement that changed the LIBOR-based portion of the interest rate on a portion of our variable rate debt to a fixed rate of 2.4575 % (the “interest rate swap”). The term of the interest rate swap is from the effective date of February 12, 2019, through the termination date of October 19, 2022 (the “interest rate swap term”). The interest rate swap effectively mitigated our exposures to the risks and variability of changes in LIBOR. 76 Table of Contents The notional amount of the interest rate swap decreases over time as presented in the following table: Notional Amount February 12, 2019 - December 30, 2020 $ 700,000,000 December 31, 2020 - December 30, 2021 466,667,000 December 31, 2021 - October 19, 2022 233,333,000 The objective of the interest rate swap was to eliminate the variability of cash flows in interest payments on the first $ 700.0 million of variable rate debt attributable to changes in benchmark one-month LIBOR interest rates. The hedged risk was the interest rate risk exposure to changes in interest payments, attributable to changes in benchmark one-month LIBOR interest rates over the interest rate swap term. If one-month LIBOR were greater than the minimum percentage under the Senior Secured Term Loan, then the changes in cash flows of the interest rate swap were expected to exactly offset changes in cash flows of the variable rate debt. The interest rate swap was designated as a cash flow hedge at inception. In connection with the prepayment of debt on October 6, 2020, with proceeds from the sale of our Life Sciences business, the outstanding balance of our variable rate debt fell below the $ 700.0 million notional amount of the interest rate swap. After the prepayment, a majority of the hedged forecasted transactions (i.e. interest payments) were probable of not occurring, resulting in the recognition in earnings of $ 14.8 million of the hedging loss in accumulated other comprehensive income in the fourth quarter of 2020. The remaining $ 2.9 million of the hedging loss in accumulated other comprehensive income will be amortized into earnings as settlements occur. Finally, as the interest rate swap no longer qualifies as an effective hedge subsequent to October 6, 2020, changes in fair value of the interest rate swap are recognized in earnings each period. All amounts recognized in earnings related to the interest rate swap are recorded in the “ Loss on interest rate swap” line on the Consolidated Statements of Operations and Comprehensive Income (Loss) except that cash settlements were recognized in “Interest expense” prior to October 6, 2020, and in “Derivative payments on interest rate swap” after October 6, 2020. Cash settlements are presented in operating activities on the Consolidated Statements of Cash Flows prior to October 6, 2020, and in investing activities after October 6, 2020. The following table presents the effect of the interest rate swap on the Consolidated Statements of Operations and Comprehensive Income (Loss). Years Ended December 31, 2020 2019 Interest expense $ 8,906 $ 1,411 Derivative payments on interest rate swap 4,133 — Loss on interest rate swap 11,669 — As of December 31, 2020 and 2019, we reported a $ 2.9 million loss and a $ 9.4 million loss, respectively, net of tax, in accumulated other comprehensive income related to the interest rate swap. The following tables present the liabilities measured at fair value on a recurring basis for the interest rate swap as of December 31, 2020, and December 31, 2019. Fair Value Measurements as of December 31, 2020 Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability - other current liabilities $ — $ 11,022 $ — Derivative liability - other non-current liabilities — 4,357 — Total $ — $ 15,379 $ — Fair Value Measurements as of December 31, 2019 Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Derivative liability - other current liabilities $ — $ 5,943 $ — Derivative liability - other non-current liabilities — 6,290 — Total $ — $ 12,233 $ — 77 Table of Contents The inputs for determining fair value of the interest rate swap are classified as Level 2 inputs. Level 2 fair value is based on estimates using standard pricing models. These standard pricing models use inputs which are derived from or corroborated by observable market data such as interest rate yield curves, index forward curves, discount curves, and volatility surfaces. Counterparty to this derivative contract is a highly rated financial institution which we believe carries only a minimal risk of nonperformance. Fixed Rate Debt The fair value of our outstanding fixed-rate debt included in the “International lines of credit and other loans” line item within Note 12 to these Notes to Consolidated Financial Statements was $ 14.4 million and $ 9.6 million as of December 31, 2020 and 2019, respectively. These fair values represent Level 2 under the three-tier hierarchy described above. The carrying value of this fixed-rate debt was $ 14.4 million and $ 9.6 million as of December 31, 2020 and 2019, respectively. Note 22. Quarterly Results of Operations (Unaudited) The following tables present the quarterly results of operations for the years ended December 31, 2020 and 2019. 2020 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 116,213 $ 78,532 $ 113,761 $ 119,028 Cost of sales (exclusive of depreciation and amortization) 94,478 65,058 90,076 93,982 Income (loss) from continuing operations ( 108,077 ) ( 17,566 ) 1,640 ( 15,487 ) Income (loss) from discontinued operations, net of tax ( 140,114 ) ( 4,182 ) 20,330 162,864 Net income (loss) ( 248,191 ) ( 21,748 ) 21,970 147,377 Comprehensive income (loss) ( 272,690 ) ( 19,371 ) 31,851 170,440 Basic loss from continuing operations per common share $ ( 2.64 ) $ ( 0.49 ) $ ( 0.04 ) $ ( 0.44 ) Basic net income (loss) per common share $ ( 5.96 ) $ ( 0.59 ) $ 0.45 $ 3.41 Diluted loss from continuing operations per common share $ ( 2.64 ) $ ( 0.49 ) $ ( 0.04 ) $ ( 0.44 ) Diluted net income (loss) per common share $ ( 5.96 ) $ ( 0.59 ) $ 0.45 $ 3.41 2019 First Quarter Second Quarter Third Quarter Fourth Quarter Net sales $ 127,528 $ 130,851 $ 120,459 $ 110,676 Cost of sales (exclusive of depreciation and amortization) 101,369 102,643 96,654 91,816 Loss from continuing operations ( 11,517 ) ( 4,453 ) ( 4,836 ) ( 9,943 ) Loss from discontinued operations, net of tax ( 8,001 ) ( 2,830 ) ( 1,019 ) ( 4,142 ) Net loss ( 19,518 ) ( 7,283 ) ( 5,855 ) ( 14,085 ) Comprehensive loss ( 22,053 ) ( 15,742 ) ( 17,976 ) ( 4,210 ) Basic loss from continuing operations per common share $ ( 0.27 ) $ ( 0.11 ) $ ( 0.12 ) $ ( 0.25 ) Basic net loss per common share $ ( 0.47 ) $ ( 0.17 ) $ ( 0.14 ) $ ( 0.35 ) Diluted loss from continuing operations per common share $ ( 0.27 ) $ ( 0.11 ) $ ( 0.12 ) $ ( 0.25 ) Diluted net loss per common share $ ( 0.47 ) $ ( 0.17 ) $ ( 0.14 ) $ ( 0.35 ) Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Dismissal of Previous Independent Registered Public Accounting Firm On May 29, 2020, the Audit Committee of our Board of Directors dismissed PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm. The reports of PwC on our consolidated financial statements as of and for the years ended December 31, 2019 and 2018, did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. 78 Table of Contents During the years ended December 31, 2019 and 2018, and during the interim period through May 29, 2020, there were (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K between the Company and PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, any of which, if not resolved to PwC’s satisfaction, would have caused PwC to make reference thereto in their reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except as noted below. For the year ended December 31, 2019, the material weaknesses in the Company’s internal control over financial reporting previously reported in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2019, filed on March 16, 2020, related to (a) an ineffective 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 and (b) ineffective design and maintenance of monitoring controls over our Paragon Medical business. These material weaknesses contributed to additional material weakness in that we (1) 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, and (2) did not design and maintain effective controls over certain information technology general controls within our Paragon Medical business for information systems that are relevant to the preparation of our financial statements. Additionally, for the fiscal year ended December 31, 2019, we did not maintain effective control activities at one of our smaller foreign subsidiaries in which certain employees 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. For the year ended December 31, 2018, the material weakness in the Company’s internal control over financial reporting previously reported in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2018, filed on March 18, 2019, related to an ineffective 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. Appointment of New Independent Registered Public Accounting Firm On May 29, 2020, the Audit Committee approved the engagement of Grant Thornton LLP (“Grant Thornton”) as our independent registered public accounting firm for the year ending December 31, 2020, effective immediately. During the Company’s two most recent years ended December 31, 2019 and 2018, and during the interim period through May 29, 2020, neither the Company nor anyone acting on its behalf consulted with Grant Thornton regarding any of the matters described in Items 304(a)(2)(i) and (ii) of Regulation S-K.