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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM __________ TO __________
Commission File No.: 001-13581
NOBLE INTERNATIONAL, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 38-3139487
(State of incorporation) (I.R.S. Employer
Identification No.)
20101 HOOVER ROAD
DETROIT, MICHIGAN 48205
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code: (313) 245-5600
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
COMMON STOCK, $.001 NASDAQ
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934, during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the shares of common stock, $.001 par value
("Common Stock") held by non-affiliates of the registrant as of March 28, 2001,
was approximately $31 million based upon the average of the high and low sales
prices for the Common Stock on the NASDAQ on such date.
The number of shares of the registrant's Common Stock outstanding as of
March 30, 2001 was 6,611,950.
DOCUMENTS INCORPORATED BY REFERENCE
Part III of this Annual Report on Form 10-K incorporates by reference
information (to the extent specific sections are referred to herein) from the
Registrant's Proxy Statement for its 2001 Annual Meeting to be held May 9, 2001
(the "2001 Proxy Statement").
The matters discussed in this Annual Report on Form 10-K contain certain
forward-looking statements. For this purpose, any statements contained in this
Report that are not statements of historical fact may
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be deemed to be forward-looking statements. Without limiting the foregoing,
words such as "may," "will," expect," "believe," "anticipate," "estimate," or
"continue," the negative or other variations thereof, or comparable terminology,
are intended to identify forward-looking statements. These statements by their
nature involve substantial risks and uncertainties, and actual results may
differ materially depending on a variety of factors, including continued market
demand for the types of products and services produced and sold by the Company,
change in worldwide economic and political conditions and associated impact on
interest and foreign exchange rates, the level of sales by original equipment
manufacturers of vehicles for which the Company supplies parts, the successful
integration of companies acquired by the Company, and changes in consumer debt
levels.
PART I
ITEM 1. BUSINESS.
GENERAL DEVELOPMENT OF BUSINESS
Noble International, Ltd. ("Noble") was incorporated on October 3, 1993 in
the State of Michigan. On June 29, 1999 Noble reincorporated in the State of
Delaware. Since its formation in 1993, Noble has completed 16 significant
acquisitions (the "Acquisitions"). As used in this Annual Report (the "Report"),
the term "Company" refers to Noble and its subsidiaries and their combined
operations, after consummation of all the Acquisitions.
In 1996, the Company completed the acquisitions of Noble Component
Technologies, Inc. ("NCT"), Monroe Engineering Products, Inc. ("Monroe"), and
Cass River Coatings, Inc. ("Vassar").
In 1997, the Company completed the acquisitions of Skandy Corp. ("Skandy"),
Utilase Production Processing, Inc. ("UPP"), Noble Metal Forming, Inc. ("NMF"),
and Noble Metal Processing, Inc. ("NMP"). In November 1997, the Company
completed an initial public offering of 3.3 million shares of Common Stock
resulting in gross proceeds of $29.7 million (the "Offering").
In 1998, the Company completed the acquisitions of Tiercon Plastics, Inc.
("TPI"), Tiercon Coatings, Inc. ("TCI"), and Noble Metal Processing-Midwest,
Inc. ("NMPM").
On July 31, 1999 TPI and TCI were combined with and into Tiercon
Industries, Inc. ("Tiercon"). TPI and TCI continued to operate as separate
divisions of Tiercon. On August 31, 1999 the Company purchased certain assets of
Jebco Manufacturing, Inc. ("Jebco").
On January 11, 2000 the Company completed the sale of all of the
outstanding capital stock of its subsidiary Noble Canada Inc. ("Noble Canada")
including Noble Canada's wholly-owned subsidiary Tiercon (the sale of Noble
Canada and Tiercon is hereinafter referred to as the "Tiercon Sale"). In
addition, as part of the Tiercon Sale, the Company through its wholly owned
subsidiary Noble Component Systems ("NCS"), sold all of the outstanding capital
stock of NCS's wholly owned subsidiaries Vassar and NCT (See Note B to the
Consolidated Financial Statements of the Company included elsewhere herein).
Collectively Noble Canada, Tiercon, Vassar and NCT comprised all of the
operating companies previously classified as the Company's plastics and coatings
industry segment. Unless otherwise indicated, the information presented in Item
1 herein includes only results of the Company's current operations. The results
of the operations sold in connection with the Tiercon Sale are reported as
discontinued operations in the financial information presented herein.
On July 20, 2000 the Company, through its wholly owned subsidiary, Noble
Logistic Services, Inc. ("NLS"), (formerly Noble Holdings, Inc.), completed the
purchase of all of the outstanding capital stock of DSI Holdings, Inc. ("DSI")
for $20.9 million in cash and 156,114 shares of the Company's
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common stock. DSI is a Texas based provider of logistics and package delivery
services to the automotive industry.
On September 6, 2000 the Company, through its wholly owned subsidiary, NLS,
completed the purchase of all the outstanding capital stock of Assured
Transportation & Delivery, Inc. ("ATD") and its affiliate, Central
Transportation & Delivery, Inc. ("CTD") for $8.9 million less certain assumed
liabilities which were determined post closing. Both ATD and CTD provide
logistics and package delivery services to a variety of industries.
The acquisitions of DSI, ATD and CTD are collectively referred to as the
("Logistics Acquisitions").
On December 16, 2000 the Company, through its wholly owned subsidiary,
Monroe, completed the purchase of all of the assets of Pro Motorcar Products,
Inc. ("PMP") and its affiliated distribution company, Pro Motorcar Distribution,
Inc. ("PMD") for $1.1 million and $350,000, respectively. PMP is a leading
provider of paint thickness gauges, inspection instruments, preparation and
application tools for the paint, auto body and equipment industry.
On February 16, 2001, the Company acquired a 49% interest in S.E.T. Steel,
Inc. ("SET") for $3.0 million (the "SET Acquisition"). SET is a Qualified
Minority Business Enterprise, providing metal processing services to the
original equipment manufacturers ("OEMs"). Contemporaneously with the SET
Acquisition, the Company, through its wholly owned subsidiary NTI, sold all of
the capital stock of NMPM and NMF to SET for $27.2 million (the "SET Sale").
Following the SET Sale, the Company's wholly owned metal processing group
consisted of NMP and UPP.
Currently, the Company's operating subsidiaries are organized into three
divisions based upon the products and services produced. These divisions include
metal processing (NMP and UPP), logistics (DSI, ATD and CTD) and distribution
(Monroe, PMP and PMD).
FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
See Note M to the Consolidated Financial Statements of the Company included
elsewhere herein for information on the Company's operations by industry segment
for the years ended December 31, 1998, 1999 and 2000.
NARRATIVE DESCRIPTION OF BUSINESS
As of December 31, 2000 the Company had three primary businesses. The
Company is a leading supplier to the automotive industry, a leading provider of
regional logistics services, and a distributor of tooling components and paint
gauges.
As a leading supplier of automotive components, component assemblies and
value-added services to the automotive industry, the Company's customers include
OEMs, such as General Motors ("GM"), DaimlerChrysler AG ("DCX"), Ford Motor
Company ("Ford") and Mitsubishi Motors Manufacturing of America ("Mitsubishi"),
as well as other companies which are suppliers to OEMs ("Tier I suppliers"),
such as Textron Automotive Company, Magna International and GM/Delphi. The
Company, as a Tier II supplier, provides integrated manufacturing, design,
planning, engineering and other value-added services to the automotive market.
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The Company's primary automotive operations include: (i) laser welding of
automotive tailored blanks; (ii) laser welding and cutting of components; and
(iii) assembly of automotive components.
As a leading provider of same day delivery services, the Company operates
23 locations in 15 states, primarily in the southwest and western regions of the
United States. The Company services a diverse array of customers, including
Cardinal Health, Bergen-Brunswig, Gulf States Toyota and BPS Reprographics.
As a distributor of tooling components and paint products, the Company
provides products to a variety of customers through catalog sales and regional
distributors. Customers of these distributors include GM, DCX and Deere &
Company.
Metal Processing.
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Laser Welding and Cutting of Components. The Company provides laser welding
and cutting services for a variety of automotive components. The process of
laser welding involves the concentration of a beam of light, producing energy
densities of 16 to 20 million watts per square inch, at the point where two
metal pieces are to be joined. Laser welding allows rapid weld speeds with low
heat input, thus minimizing topical distortion of the metal and resulting in
ductile and formable welds that have mechanical properties comparable to, or in
some cases superior to, the metal being welded. Laser welds provide improved
visual aesthetics as well as less likelihood of the rattling associated with
multi-piece, spot-welded assemblies. The process of laser cutting involves the
same concentrated light-beam production of energy, but uses a different
wavelength and mode.
Laser Welding of Tailored Blanks. The Company supplies laser welded
tailored blanks to the automotive industry. Laser welding of blanks offers
significant advantages over other blank welding technologies, including cost,
weight and safety benefits. The Company has developed a technology and
production process that permits it to produce laser welded blanks more quickly
and with higher quality and tolerance levels than its competitors. In 1995 and
2000, the UltraLight Steel Auto Body Consortium, a worldwide industry
association of steel producers, commissioned a study which concluded that laser
welded tailored blanks will play a significant role in car manufacturing in the
next decade as the automotive industry is further challenged to produce lighter
cars for better fuel economy, with enhanced safety features and lower
manufacturing costs. In addition, the study identified 21 potential applications
for laser welding of tailored blanks per vehicle. The Company has identified an
additional 9 potential applications.
Conventional blanks are cut from a single steel coil and possess a uniform
thickness, strength, coating and alloy. In many cases, a particular product
requires a part to possess different characteristics in certain areas. When
conventional blanks are used, achieving these differences requires
reinforcements and additional processing or the use of material with the
required characteristic throughout the entire part. In addition, when
conventional blanks are used, blanks must be stamped separately prior to being
welded together. This results in increased design, assembly and tooling costs,
as well as increased waste associated with cutting irregularly shaped parts for
reinforcement from single sheets of steel.
Tailored blanks are combinations of flat sheet metal of varying thickness,
strength, coating and/or alloy which, when welded together prior to stamping,
result in a product that possesses the desired characteristics in the
appropriate areas of the finished stampings. The use of tailored blanks in
automotive applications results in cost, weight and safety benefits. Use of
tailored blanks frequently decreases the number of dies required to produce the
finished product and eliminates the spot welds required to fasten reinforcements
to conventional blanks. Steel utilization is also improved as a result of the
ability to assemble smaller, irregular parts into a single tailored blank. In
addition, by permitting
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the use of varying weights of steel and eliminating the need for reinforcements,
tailored blanks can result in decreased vehicle weight and improved gas mileage.
For each reinforcement included in a sub-assembly produced using conventional
blanks, costs are incurred for design, development, engineering, prototyping and
die tryout. The use of tailored blanks eliminates these costs and shortens the
product development cycle.
Tailored blanks improve dimensional accuracy by decreasing the number of
separate components, eliminating the need for reinforcements and decreasing
required assembly operations. This results in improved fit and finish, reduced
wind noise and a quieter ride. Because tailored blanks are stamped after
welding, the welds have higher reliability than spot welds made on conventional
blanks after stamping. Weld defects on tailored blanks, if any, are likely to
become apparent upon stamping, resulting in improved quality control. Tailored
blanks can also improve the crashworthiness ratings of automobiles since their
welds are stiffer and provide continuous load-carrying ability.
Metal Blanking and Slitting. NMPM is a processor of flat-rolled steel,
capable of blanking, shearing, slitting and warehousing steel for its customers.
NMPM operates proprietary light-die presses which reduce down time and increase
productivity. NMPM's products are sold primarily to steel companies for
subsequent resale to automotive stampers and welders. NMPM also stores steel
coils for its customers for subsequent delivery to other suppliers.
Metal Stamping. NMF manufactures and assembles a variety of automotive
components utilizing progressive die stampings and welding. Progressive die
stamping is a process in which steel is passed through a series of dies in a
stamping press in order to form the steel into three-dimensional parts. NMF's
stamping presses range in size from 75 tons to 800 tons, providing the
flexibility to stamp flat-rolled steel and steel blanks ranging in thickness
from .028 inches to .25 inches. NMF's products are sold primarily to both OEMs
and Tier I suppliers. NMF's stamping operations also include the production of
parts through extrusion stamping, a process that involves the forcing of steel
through a die opening, by restricting movement in other directions, in order to
produce a product of uniform cross-sectional shape. NMF operates one of only a
few stamping facilities approved by DCX to provide extrusion stampings.
Logistics
The Company, through its wholly owned subsidiary, NLS, provides same day
package delivery services to both automotive and non-automotive customers.
Services include both dedicated contract services and scheduled routed services.
The Company provides dedicated contract services, such as fleet replacement
solutions, dedicated delivery systems and transportation systems management
services. These services provide customers such as major pharmaceutical
wholesalers and automotive dealerships with the control and flexibility of an
in-house fleet together with the economic benefits of outsourcing.
Scheduled delivery services are provided on a recurring basis. The Company
will receive large shipments of products, which are then sorted, routed and
delivered. These deliveries are made in accordance with a customer's specific
schedule that generally provides for deliveries to be made at particular times.
Typical routes may include deliveries from pharmaceutical suppliers to
pharmacies, from manufacturers to retailers, and from automobile parts
manufacturers to dealers.
Coordination of delivery personnel is accomplished through pagers, radio or
telephone. Dispatchers coordinate shipments for delivery within a specific time
frame. Shipments are routed according to type, geographic distance between
origin and destination and the time allotted for delivery.
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In the case of scheduled deliveries, routes are designed to minimize the costs
of the deliveries and to enhance route density.
Distribution.
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The Company, through Monroe, distributes tooling components, including
adjustable handles, hand wheels, plastic knobs, levers, handles, hydraulic
clamps, drills, jigs and permanent magnets to non-automotive customers. Monroe's
primary tooling component product line is Kipp(R) brand standard and heavy duty
adjustable handles, representing approximately one-half of its tooling component
sales. Monroe also distributes Elesa(R) brand high tensile plastic hand wheels,
knobs, handles and levers, representing approximately one-quarter of tooling
component sales. Although most tooling component products are sold off the
shelf, Monroe does perform some light machining of parts for custom orders.
Monroe is a distributor for Kipp(R) products and holds the U.S. patent
rights to Kipp(R) adjustable handles. Monroe also holds non-exclusive rights to
distribute Elesa(R), Boutet and Brauer products throughout North America.
Monroe, through its wholly owned subsidiaries, PMP and PMD, manufactures
and distributes proprietary measurement gauges for the paint and coatings
industry.
Design and Engineering.
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The development of new automobile models generally begins two to five years
prior to the marketing of such models to the public. The Company's engineering
staff typically works with OEM and Tier I engineers early in the development
phase to design components to meet OEM or Tier I specifications on new or
redesigned models.
The Company also provides other value-added services such as prototyping
and mold design and construction to its automotive customers. The Company also
designs, engineers and produces precision tools and dies for use in its own
stamping operations.
Marketing.
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Metal Processing. Within the Company's metal processing group, salespeople
and project managers are involved in product planning and spend a significant
amount of time consulting with OEM engineers in order to facilitate the
integration of the Company's products into future automotive models.
Orders for tailored blanks are typically placed by OEMs directly with
producers of coiled steel. Further processing steps, such as blanking, are done
either by the steel producer or by an independent processor sub-contracted by
the steel producer, which may include the Company. Project managers at NMP work
closely with OEMs during the design phase to promote the specification of NMP as
the processor prior to the placing of orders by OEMs with steel producers.
Relationships with domestic steel producers are also maintained in order to
obtain sub-contracting work for which no processor has been specified by an OEM.
Logistics. Within the logistics group a direct sales force reaches
customers for logistic services. Marketing is conducted directly to individual
customers by designing and offering customized service packages after
determining their specific delivery and distribution requirements. The Company
is implementing a coordinated major account strategy by building on established
relationships with regional and national customers.
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Several of the services provided, such as dedicated contract services and
routed delivery services, are determined on the basis of competitive bids.
Substantial portions of the Company's revenues are through contractual
relationships. Most of these contracts may be terminated by the customer on
relatively short notice without penalty.
Distribution. The Company's tooling component and paint gauges products are
sold through catalogs as well as through a network of regional distributors of
Kipp(R) and Elesa(R) products. There are approximately 78 wholesale distributors
located throughout the United States offering the Company's products. These
distributors sell to industrial manufacturing companies such as GM, DCX,
Caterpillar Inc. and Deere & Company. In addition, there are three distributors
of the Company's products in Canada and one in Mexico.
Raw Materials.
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The raw materials required for the Company's metals processing operations
include steel and gases such as carbon dioxide and argon. The Company obtains
its raw materials from a variety of suppliers. With the exception of Monroe's
purchase of tooling components from Kipp(R) and Elesa(R), the Company does not
believe that it is dependent upon any of its suppliers, despite concentration of
purchasing of certain materials from a few sources, as other suppliers of the
same or similar materials are readily available. The Company typically purchases
its raw materials on a purchase order basis as needed and has generally been
able to obtain adequate supplies of raw materials for its operations. Further, a
substantial portion of the Company's metals processing business involves the
toll processing of materials supplied by the Tier I customer, typically a steel
manufacturer.
Patents and Trademarks.
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The Company owns a number of patents and trademarks related to its products
and methods of manufacturing. The loss of any single patent or group of patents
would not have a material adverse affect on the Company's business. The Company
also has proprietary technology and equipment that constitute trade secrets
which it has chosen not to register in order to avoid public disclosure thereof.
The Company relies upon patent and trademark law, trade secret protection and
confidentiality or license agreements with its employees, customers and others
to protect its proprietary rights.
Seasonality.
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The Company's metals group business is largely dependent upon the
automotive industry which is highly cyclical and is dependent on consumer
spending. In addition, the automotive component supply industry is somewhat
seasonal. Increased revenues and operating income are generally experienced
during the second calendar quarter as a result of the automotive industry's
spring selling season, the peak sales and production period of the year. Revenue
and operating income generally decreases during July and December of each year
as a result of changeovers in production lines for new model years as well as
scheduled OEM plant shutdowns for vacations and holidays.
The Company's logistics group business is not anticipated to be
particularly seasonal. However, the limited operating history since acquisition,
and the historical growth trends in these businesses prior to acquisition, may
not reflect the seasonality, if any, of these businesses.
The Company's historical results of operations have generally not reflected
typical cyclical or seasonal fluctuations in revenues and operating income. The
acquisitions completed by the Company have resulted in a growth trend through
successive periods which has masked the effect of typical
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seasonal fluctuations. There can be no assurance that the Company's business
will continue its historical growth trend, or that it will conform to industry
norms for seasonality in future periods.
Customers.
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In 2000, sales to the automotive industry constitute a significant portion
of the Company's net sales. The Company's remaining sales are primarily to
logistics customers and the tooling component industry. Sales to the automotive
industry accounted for approximately 76.3% of the consolidated net sales of the
Company, with DCX, including its respective Tier I suppliers, and Textron
Automotive Company accounting for approximately 16% and 11% of the net sales,
respectively.
Within the logistics and tooling components business, the Company is not
reliant on any one customer or group of customers and does not believe that the
loss of any one customer would have a material adverse effect on the Company's
business.
Competition.
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The automotive component supply, logistics and tooling component industries
are highly competitive. Competition in the sale of all of the Company's products
in the automotive supply and tooling businesses is primarily based on
engineering, product design, process capability, quality, cost, delivery and
responsiveness. Many of the Company's competitors are larger and have greater
financial and other resources than the Company. The Company believes that its
performance record places it in a strong competitive position.
Within the logistics industry the principal competitive factors in the
markets in which the Company competes are reliability, quality, breadth of
service offerings and price. The Company competes on all of these factors. Most
of the Company's competitors in the same day ground delivery market are
privately held companies that operate in only one location or within a limited
service area.
Environmental Matters.
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Within the automotive component supply operations, the Company is subject
to environmental laws and regulations concerning emissions to the air,
discharges to waterways, and generation, handling, storage, transportation,
treatment and disposal of waste materials. The Company is also subject to other
Federal and state laws and regulations regarding health and safety matters. Each
of the Company's production facilities has permits and licenses allowing and
regulating air emissions and water discharges. The Company believes that it is
currently in compliance with applicable environmental and health and safety laws
and regulations.
Government Regulation
The Company's logistics operations are subject to various state and local
regulations and, in many instances, require permits and licenses from state
authorities. To a limited degree, state and local authorities have the power to
regulate the delivery of certain types of shipments and operations within
certain geographic areas. Interstate and intrastate motor carrier operations are
also subject to safety requirements prescribed by the U.S. Department of
Transportation ("DOT") and by state departments of transportation. If the
Company fails to comply with applicable regulations, substantial fines or
possible revocation of operating permits is possible.
In the logistics operations, the Company seeks to ensure that all employee
drivers meet safety standards established by the Company and the Company's
insurance carriers as well as the US
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Department of Transportation. In addition, where required by the DOT or state or
local authorities, the Company requires independent owner/operators meet certain
specified safety standards. The Company reviews prospective drivers in an effort
to ensure that applicable requirements are met.
Employees and Independent Contractors.
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As of December 31, 2000, the Company had approximately 1,761 employees. The
metals processing group employed approximately 561 employees. Of this number
approximately 80% of the division's employees are production workers and the
balance are engineering, sales and clerical, and management and administrative
employees. The Company believes that its relations with its employees are
satisfactory. One NMP plant and one NMPM plant elected to be represented by the
Union of Automotive Workers in 1999 and collective bargaining agreements were
entered into in September, and October 2000, respectively. Neither plant has
been subject to a strike, lockout or other major work stoppage.
Within the logistics operations, the Company employed approximately 1,200
employees and 589 independent contract drivers. Of the 1,200 employees,
approximately 1,073 are employed as drivers and the balance are employed in
management and clerical positions. All employees within the logistics and
distribution operations are non-union.
ITEM 1A. RISK FACTORS.
The following factors are important and should be considered carefully in
connection with any evaluation of the Company's business, financial condition,
results of operations and prospects. Additionally, the following factors could
cause the Company's actual results to differ materially from those reflected in
any forward-looking statements of the Company.
Outstanding Indebtedness. In order to finance its operations, including
costs related to the consummation of various acquisitions, the Company has
incurred substantial indebtedness. The Company's credit facilities are secured
by substantially all of its assets as well as the assets of its subsidiaries. In
addition to certain financial covenants, the Company's credit facilities
restrict its ability to incur additional indebtedness, pledge assets, declare
dividends or make distributions to stockholders. As of the date of this Report,
the Company is in compliance with all of the terms of its credit facilities.
There can be no assurance, however, that the Company will be able to comply with
the terms of its credit facilities in the future.
Debt Service Obligations. The Company's business is subject to all of the
risks associated with substantial leverage, including the risk that available
cash may not be adequate to make required payments. The Company's ability to
satisfy outstanding debt obligations from cash flow will be dependent upon its
future performance and will be subject to financial, business and other factors,
many of which may be beyond its control. In the event that the Company does not
have sufficient cash resources to satisfy its repayment obligations, it would be
in default, which would have a material adverse effect on its business. To the
extent that the Company is required to use cash resources to satisfy interest
payments to the holders of outstanding debt obligations, it will have less
resources available for other purposes.
Reliance on Major Customers. Sales to the automotive industry accounted for
approximately 76.3% of the Company's sales in 2000. In addition, the Company's
automotive sales are highly concentrated among a few major OEMs. Thus, the loss
of any significant customer could have a material adverse effect on the
Company's business. As is typical in the automotive supply industry, the Company
has no long-term contracts with any of its customers. The Company's customers
provide annual estimates of their requirements, however, sales are made on a
short-term purchase order basis. There is
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substantial and continuing pressure from the major OEMs and Tier I suppliers to
reduce costs, including the cost of products purchased from outside suppliers.
If in the future the Company is unable to generate sufficient production cost
savings to offset price reductions, its gross margins could be adversely
affected.
Limited Consolidated Operating History. The Company has a limited
consolidated operating history with regard to a significant portion of its
operations. Historical results of operations for 1998, 1999 and 2000 do not
include all of the results of operations of significant businesses acquired in
1998, 1999 and 2000. As a result, such data is not necessarily indicative of the
results that would have been achieved if all of the businesses acquired had been
operated on an integrated basis or of the results that may be realized on a
consolidated basis in the future.
Risks Relating to Acquisitions. The automotive component supply and
logistics industries are undergoing consolidation as customers seek to reduce
both their costs and their supplier base. Future acquisitions may be made in
order to enable the Company to expand into new geographic markets, add new
customers, provide new products, expand manufacturing and service capabilities
and increase automotive model penetration with existing customers. Integration
of the recent acquisitions, or any future acquisitions, may place a strain upon
the Company's financial and managerial resources. The full benefits of the
Company's acquisitions will require: (i) the integration of administrative,
finance, purchasing, engineering, sales and marketing organizations; (ii) the
coordination of production efforts; and (iii) the implementation of appropriate
operational, financial and management systems and controls. There can be no
assurance that the Company will be able to integrate these operations
successfully. If the Company fails to successfully integrate an acquired
business, its business could be harmed.
Failure to Obtain Business on New and Redesigned Model Introductions. The
Company's automotive product lines are subject to change as its customers,
including both OEMs and Tier I suppliers, introduce new or redesigned products.
The Company competes for new business both at the beginning of the development
phase of new vehicle models, which generally begins two to five years prior to
the marketing of such models to the public, and upon the redesign of existing
models. The Company's failure to obtain business on new models, or to retain or
increase business on redesigned existing models, would adversely affect its
business.
Dependence on Continuous Improvement of Production Technologies. The
Company's ability to continue to meet customer demands within its automotive
operations with respect to performance, cost, quality and service will depend,
in part, upon its ability to remain technologically competitive with its
production processes. The investment of significant additional capital or other
resources may be required to meet this continuing challenge. The Company's
inability to improve its production technologies could have a material adverse
effect on its business.
Design and Engineering Resources. Within the automotive industry, OEMs and
Tier I suppliers are increasingly requiring their suppliers to provide more
design and engineering input at earlier stages in the product development
process. The direct costs of design and engineering are generally borne by the
Company's customers. However, the Company bears the indirect cost associated
with the allocation of limited design and engineering resources to such product
development projects. Despite the Company's up-front dedication of design and
engineering resources, its customers are under no obligation to order the
subject components or systems from the Company following their development. In
addition, when the Company deems it strategically advisable, it may also bear
the direct up-front design and engineering costs as well. There can be no
assurance that the Company's dedication of design and engineering resources, or
up-front design and engineering expenditures, will not have a material adverse
effect on the Company's financial condition or results of operations.
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Industry Cyclicality and Seasonality. The automotive industry is highly
cyclical and dependent on consumer spending. Economic factors adversely
affecting automotive production and consumer spending could adversely impact the
Company's business. In addition, the automotive component supply industry is
somewhat seasonal. Revenue and operating income generally increase during the
second calendar quarter of each year as a result of the automotive industry's
spring selling season, which is the peak sales and production period of the
year. Revenue and operating income generally decreases during July and December
of each year as a result of changeovers in production lines for new model years
as well as scheduled OEM plant shutdowns for vacations and holidays.
The Company's logistics group business is not anticipated to be
particularly seasonal. However, the limited operating history since acquisition,
and the historical growth trends in these businesses prior to acquisition, may
not reflect the seasonality, if any, of these businesses.
The Company's historical results of operations have generally not reflected
typical cyclical or seasonal fluctuations in revenues and operating income. The
acquisitions completed by the Company have resulted in a growth trend through
successive periods which has masked the effect of typical seasonal fluctuations.
There can be no assurance that the Company's business will continue its
historical growth trend, or that it will conform to industry norms for
seasonality in future periods.
Risk of Labor Interruptions. Within the automotive supply industry
substantially all of the hourly employees of the OEMs and many Tier I suppliers
are represented by labor unions and work pursuant to collective bargaining
agreements. The failure of any of the Company's significant customers to reach
agreement with a labor union on a timely basis, resulting in either a work
stoppage or strike, could have a material adverse effect on the Company's
business. During 1999, production workers at the Company's NMP facility in
Michigan and NMPM facility in Indianapolis elected to be represented by the
International Union, United Automobile, Aerospace and Agricultural Implement
Workers of America ("UAW"). Collective bargaining agreements were entered into
in September 2000, and October 2000, respectively. These plants have never been
subject to a strike, lockout or other major work stoppage. The Company's
logistics and distribution businesses are not represented by labor unions.
Competition. The automotive component supply, logistics and tooling
component industries are highly competitive. Competition in the sale of the
Company's products in the automotive supply and tooling businesses is primarily
based on engineering, product design, process capability, quality, cost,
delivery and responsiveness. Competition in the logistics business is based
primarily on service, performance and price. Many of the Company's competitors
are larger and have greater financial and other resources than the Company. The
Company believes that its performance record places it in a strong competitive
position.
Factors Beyond the Company's Control. The Company's logistics revenues and
earnings are especially sensitive to events that are beyond the Company's
control, such as weather conditions; economic factors affecting customers; fuel
prices; and labor availability. Demand for same-day delivery and logistics
services may decrease as a result of downturns in the level of general economic
activity and employment. The development and increased popularity of facsimile
machines and electronic mail has reduced the demand for certain types of
delivery services, including same day delivery services. As a result, same-day
delivery companies have changed focus to those delivery services involving items
that are unable to be delivered via alternative methods such as pharmaceuticals,
food products, auto parts and similar such items. Similar industry-wide
developments may have a material adverse effect the Company's business,
financial condition or results of operations.
Governmental Regulation of the Transportation Industry. At times, federal
and state authorities have sought to assert that independent contractors in the
transportation industry are
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employees rather than independent contractors. The Company believes that the
independent contractors utilized are not employees under existing
interpretations of federal and state laws. However, federal and state
authorities may continue to challenge this position. Further, laws and
regulations, including tax laws, and the interpretations of those laws and
regulations, may change. If, as a result of changes in laws, regulations,
interpretations or enforcement by federal or state authorities, the Company may
be required to pay for and administer added benefits to independent contractors,
the Company's operating costs could substantially increase.
Catastrophic Claims. The Company's logistics group utilizes approximately
1,662 drivers. From time to time some of those drivers are involved in
automobile accidents. The Company currently carries liability insurance of $1
million per occurrence, subject to applicable deductibles, and umbrella coverage
up to $25 million per occurrence. The Company also requires that independent
contractors maintain liability insurance of at least the minimum amounts
required by state law. However, claims against the Company may exceed the
amounts of the Company's and the independent contractors' insurance coverage. If
the Company were to experience a material increase in the frequency or severity
of accidents, liability claims or workers' compensation claims, or unfavorable
resolutions of claims, the Company's operating results could be materially
affected.
Product Liability Exposure. Within the automotive operations, the Company
faces an inherent business risk of exposure to product liability claims if the
failure of one of its products results in personal injury or death. There can be
no assurance that material product liability losses will not occur in the
future. In addition, if any of the Company's products prove to be defective, the
Company may be required to participate in a recall involving such products. The
Company maintains insurance against product liability claims, but there can be
no assurance that such coverage will be adequate or will continue to be
available to the Company on acceptable terms or at all. A successful claim
brought against the Company in excess of available insurance coverage or a
requirement to participate in any product recall could have a material adverse
effect on its business.
Impact of Environmental Regulation. The Company is subject to the
requirements of federal, state and local environmental and occupational health
and safety laws and regulations. The Company cannot assure that it will always
be in complete compliance with all such requirements. The Company has made and
will continue to make expenditures to comply with environmental requirements. If
a release of hazardous substances occurs on or from the Company's properties or
from any of its disposals at offsite disposal locations, or if contamination is
discovered at any of the Company's current or former properties, it may be held
liable, and the amount of such liability could be material.
Dependence on Key Personnel. The Company's business is greatly dependent on
the efforts and abilities of Robert J. Skandalaris, its Chairman and Chief
Executive Officer and its other executive officers. The Company has an
employment agreement with Mr. Skandalaris. The Company does not, however, have
employment agreements with any of its other executive officers. The Company does
not maintain key-person life insurance on its executives.
Control by Existing Stockholders. Robert J. Skandalaris owns and/or
controls approximately 39.4% of the outstanding Common Stock. As a result, Mr.
Skandalaris is able to exert significant influence over the outcome of all
matters submitted to a vote of the Company's stockholders, including the
election of directors, amendments to the Company's Certificates of Incorporation
and approval of significant corporate transactions. Such consolidation of voting
power could also have the effect of delaying, deterring or preventing a change
in control that might be beneficial to other stockholders.
Anti-Takeover Provisions. Certain provisions of the Company's Certificate
of Incorporation and Bylaws may inhibit changes in control of the Company not
approved by the Board of Directors. These
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provisions include: (i) a prohibition on stockholder action through written
consents; (ii) a requirement that special meetings of stockholders be called
only by the Board of Directors; (iii) advance notice requirements for
stockholder proposals and nominations; (iv) limitations on the ability of
stockholders to amend, alter or repeal the Bylaws; and (v) the authority of the
Board of Directors to issue, without stockholder approval, preferred stock with
such terms as the Board of Directors may determine. The Company will also be
afforded the protections of Section 203 of the Delaware General Corporation Law,
which could have similar effects.
Risks Associated With International Operations. The Company operates a
production facility in Ontario, Canada. The Company's business strategy may
include the continued expansion of international operations. As the Company
expands its international operations, it will increasingly be subject to the
risks associated with such operations, including: (i) fluctuations in currency
exchange rates, (ii) compliance with local laws and other regulatory
requirements, (iii) restrictions on the repatriation of funds, (iv) inflationary
conditions, (v) political and economic instability, (vi) war or other
hostilities, (vii) overlap of tax structures, and (viii) expropriation or
nationalization of assets. The inability to effectively manage these and other
risks could adversely affect the Company's business.
Shares Eligible for Future Sale. The Company cannot predict the effect that
future sales of Common Stock will have on the market price of the Common Stock.
Sales of substantial amounts of Common Stock, or the perception that such sales
could occur, could adversely affect the market price of the Common Stock.
Approximately 3,525,823 of the shares of Common Stock currently issued and
outstanding are "restricted securities" as that term is defined under Rule 144
under the Securities Act of 1933 and may not be sold unless they are registered
or unless an exemption from registration, such as the exemption provided by Rule
144, is available. All of these restricted securities are currently eligible for
resale pursuant to Rule 144, subject in most cases to the volume and manner of
sale limitations prescribed by Rule 144.
Possible Volatility of Trading Price. The trading price of the Common Stock
could be subject to significant fluctuations in response to, among other
factors, variations in operating results, developments in the automotive
industry, general economic conditions, fluctuations in interest rates and
changes in securities analysts' recommendations regarding the Company's
securities. Such volatility may adversely affect the market price of the Common
Stock.
ITEM 2. PROPERTIES.
As of December 31, 2000, the Company's automotive group operated a total of
11 production facilities in the United States and one facility in Canada, some
of which are used for multiple purposes, and which range in size from 12,000
square feet to 210,000 square feet, with an aggregate of approximately 980,000
square feet. The Company's distribution division operations are run through
three buildings with an aggregate of approximately 14,000 square feet. In the
aggregate, the Company's total manufacturing space is approximately 940,000
square feet. No facility is materially underutilized. The Company's logistics
operation operated 23 facilities ranging in size from 90 square feet to 33,750
square feet. In aggregate, the Company's logistics operation consists of
approximately 94,437 square feet. Of the Company's existing facilities, nine are
owned and the balance are leased with expiration dates ranging from 2001 through
2005. Management believes substantially all of the Company's property and
equipment is in good condition and that it has sufficient capacity to meet its
current and expected manufacturing, logistics and distribution needs.
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ITEM 3. LEGAL PROCEEDINGS.
The Company is not a party to any legal proceedings other than routine
litigation incidental to its business, none of which is material.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted for a vote of security holders during the fourth
quarter of the fiscal year covered by this report.
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PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is traded on the NASDAQ National Market System
under the symbol NOBL. The Common Stock previously commenced trading on AMEX on
November 19, 1997 under the symbol "NIL" and commenced trading on the NASDAQ
June 30, 1999. The following table sets forth the range of high and low closing
sales prices, or bid quotations, as applicable, for the Common Stock for each
period indicated:
HIGH LOW
-------------------- -----------------
1999:
First Quarter $11.87 $9.25
Second Quarter $20.00 $11.00
Third Quarter $17.00 $10.87
Fourth Quarter $17.50 $12.68
2000:
First Quarter $16.10 $12.56
Second Quarter $15.49 $7.56
Third Quarter $9.02 $6.07
Fourth Quarter $7.35 $4.38
As of March 15, 2001 there were approximately 61 record holders and
approximately 1,822 beneficial owners of the Company's Common Stock.
Dividends.
- ---------
During the fiscal year ended December 31, 2000, the Company paid $1.588
million in dividends, or approximately $0.225 per share. The dividends payment
was made pursuant to a decision of the Board of Directors in May 2000 to pay
regular quarterly cash dividends of $0.075 per share.
Sales of Unregistered Securities.
- --------------------------------
During 2000, in connection with the DSI Acquisition, the Company issued
156,114 shares of Common Stock that were not registered under the Securities Act
of 1933.
ITEM 6. SELECTED FINANCIAL DATA.
The following selected financial data as of and for each of the five fiscal
years in the period ended December 31, 2000 is derived from the audited
financial statements of the Company and should be read in conjunction with the
consolidated financial statements and notes thereto included elsewhere herein.
See "Item 7.--Management's Discussion and Analysis of Financial Condition and
Results of Operation."
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DECEMBER 31,
-------------------------------------------------------------------------------
1996 1997 1998 1999 2000
---------------------------------------------- --------------------------------
(Dollar in millions, except per share data)
CONSOLIDATED STATEMENTS OF OPERATIONS DATA:
Net sales................................ $ 5.1 $ 12.2 $ 60.3 $ 85.3 $ 109.8
Cost of goods sold....................... 1.9 6.4 40.6 56.4 81.7
---------- ------------ ---------- ---------- -------------
Gross profit........................... 3.2 5.8 19.7 28.9 28.1
Selling, general and administrative
expense.............................. 2.7 3.2 11.8 15.8 23.0
---------- ------------ ---------- ---------- -------------
Operating profit......................... 0.5 2.6 7.9 13.1 5.1
Equity in loss of unconsolidated
subsidiary........................... (0.1) 0.0 0.0 0.0 0.0
Interest expense......................... (0.4) (0.6) (0.8) (1.8) (2.9)
Sundry, net.............................. 0.0 (0.1) 0.0 0.3 0.2
---------- ------------ ---------- ---------- -------------
Earnings from continuing operations
before income taxes, minority interest
and extraordinary item................. 0.0 1.8 7.1 11.6 2.4
Minority interest........................ 0.0 0.0 0.1 0.0 0.0
Income tax expense....................... 0.0 0.7 2.7 4.3 1.2
---------- ------------ ---------- ---------- -------------
Earnings from continuing operations
before extraordinary item............ 0.0 1.1 4.3 7.3 1.2
Earning (loss) from discontinued
operations............................. (0.1) (0.4) 0.1 (0.5) (0.1)
Gain on sale of discontinued
operations ............................ 0.0 0.0 0.0 0.0 10.0
---------- ------------ ---------- ---------- -------------
Earnings (loss) before extraordinary item (0.1) 0.7 4.4 6.8 11.1
Extraordinary item -- extinguishment of
debt (1)............................... 0.0 0.0 0.6 0.0 (0.3)
Net earnings (loss)...................... (0.1) 0.7 5.0 6.8 10.8
Preferred stock dividends................ 0.0 0.1 0.0 0.0 0.0
---------- ------------ ---------- ---------- -------------
Net earnings (loss) on common shares..... $ (0.1) $ 0.6 $ 5.0 $ 6.8 $ 10.8
========== ============ ========== ========== =============
Basic earnings (loss) per common share:
Earnings (loss) per common share from
continuing operations before
extraordinary item................... $ ( 0.01) $ 0.22 $ 0.59 $ 1.01 $ 0.16
Earnings (loss) per common share from
discontinued operations before
extraordinary item................... $ (0.01) $ (0.09) $ 0.02 $ (0.07) $ 1.40
Extraordinary item -- gain(loss) on
ext. of debt (1)..................... $ 0.0 $ 0.0 $ 0.09 $ 0.00 $ (0.04)
---------- ------------ ---------- ---------- -------------
Earnings (loss) per common share....... $ (0.02) $ 0.13 $ 0.70 $ 0.94 $ 1 .52
========== ============ ========== ========== =============
Basic weighted average common shares
outstanding............................ 3,820,390 4,285,134 7,161,872 7,192,328 7,112,311
Diluted earnings (loss) per common share:
Earnings (loss) per common share from
continuing operations before
extraordinary item................... $ (0.01) $ 0.22 $ 0.58 $ 0.92 $ 0.16
Earnings (loss) per common share from
discontinued operations before
extraordinary item................... $ (0.01) $ (0.09) $ 0.02 $ (0.05) $ 1.37
Extraordinary item -- (loss) on ext. of
debt (1)............................. $ 0.00 $ 0.00 $ 0.08 $ 0.00 $ (0.04)
---------- ------------ ---------- ---------- -------------
Earnings (loss) per common share....... $ (0.02) $ 0.13 $ 0.68 $ 0.87 $ 1.49
========== ============ ========== ========== =============
Diluted weighted average common shares
outstanding......................... 3,820,390 4,285,134 7,304,148 8,530,981 7,234,786
OTHER FINANCIAL INFORMATION:
EBITDA from continuing operations (2).... $ 0.7 $ 3.1 $ 12.2 $ 19.6 $ 13.0
Ratio of EBITDA to interest expense...... 1.5 5.5 14.4 10.9 4.5
Cash flow from:
Continuing operations.................. $ 0.6 1.1 8.2 10.6 9.2
Discontinued operations................ 0.2 (2.4) (42.1) (23.4) (0.1)
Investing.............................. 0.6 (12.0) (26.2) (16.2) 47.4
Financing.............................. (1.2) 14.9 59.3 28.8 (56.1)
Effect of exchange rate changes on cash -- -- (0.4) 0.1 (0.1)
---------- ------------ ---------- ---------- -------------
Net cash flow.............................. $ 0.3 $ 1.6 $ (1.1) $ (0.1) $ 0.4
============ ============ ========== ========== =============
CONSOLIDATED BALANCE SHEET DATA:
Total assets............................. $ 8.7 $ 64.6 $ 136.4 $ 174.8 $ 145.1
Net assets held for sale................. (0.1) 2.0 44.3 67.2 0.0
Working capital (deficiency)............. (0.8) 5.9 46.9 72.0 9.3
Total debt............................... 7.4 27.7 88.7 118.1 73.8
Stockholders' equity..................... 0.7 27.6 32.3 39.9 43.8
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(1) An extraordinary gain was recorded as a result of the discounted prepayment
of unsecured subordinated promissory notes (the "Notes") payable to DCT,
Inc. and an officer of NMP on December 17, 1998. The Notes had an aggregate
principal face amount of approximately $10.135 million and, together with
accrued interest, were prepaid at an agreed amount of $9.666 million. In
2000, an extraordinary loss was recorded as a result of the buyback of 6%
convertible debentures. The convertible debentures had a face amount of
$6.376 million and were repaid at an agreed amount of $6.411 million.
(2) EBITDA represents income before income taxes, plus interest expense and
depreciation and amortization expense. EBITDA is not presented as, and
should not be considered, an alternative measure of operating results or
cash flows from operations (as determined in accordance with generally
accepted accounting principles), but is presented because it is a widely
accepted financial indicator of a company's ability to incur and service
debt. While commonly used, however, EBITDA is not identically calculated by
companies presenting EBITDA and is, therefore, not necessarily an accurate
means of comparison and may not be comparable to similarly titled measures
disclosed by the Company's competitors.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The Company is a leading full-service Tier II supplier of automotive parts,
component assemblies and value-added services to the automotive industry and a
leading provider of same day delivery services. As a Tier II supplier, the
Company provides design, engineering, manufacturing, complete program management
and other services to the automotive market. The Company delivers integrated
component solutions, technological leadership and product innovation to original
equipment manufacturers (OEMs) and Tier I automotive parts suppliers thereby
helping its customers increase their productivity while controlling costs.
As a provider of same day delivery services, the Company provides cost
effective solutions to a variety of customers allowing these customers to focus
on their core businesses.
The following management's discussion and analysis of financial condition
and results of operations should be read in conjunction with the Company's
consolidated financial statements and notes thereto included elsewhere in this
Report.
RESULTS OF OPERATIONS
To facilitate analysis, the following table sets forth certain financial
data for the Company:
RESULTS OF OPERATIONS
(IN THOUSANDS)
1998 1999 2000
- -------------------------------------------------------------------------------------------------------------------
Net sales $ 60,273 $ 85,266 $ 109,781
Cost of goods sold 40,581 56,438 81,676
- -------------------------------------------------------------------------------------------------------------------
Gross profit 19,692 28,828 28,105
Selling, general, and administrative expenses 11,847 15,760 23,004
- -------------------------------------------------------------------------------------------------------------------
Operating profit 7,845 13,068 5,101
Equity in loss of unconsolidated subsidiary 0 0 0
Interest income 0 4 5
Interest expense (844) (1,819) (2,929)
Sundry, net 47 276 235
- -------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations before income taxes and
minority interest 7,048 11,529 2,412
Minority interest 55 0 0
Income tax expense 2,742 4,235 1,196
- -------------------------------------------------------------------------------------------------------------------
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RESULTS OF OPERATIONS
(IN THOUSANDS)
(CONTINUED)
1998 1999 2000
- -------------------------------------------------------------------------------------------------------------------
Earnings from continuing operations before extraordinary item 4,251 7,294 1,216
Earnings (loss) from discontinued operations 139 (472) (115)
Gain on sale of discontinued operations 0 0 10,044
- ------------------------------------------------------------------------------------------------------------------
Earnings before extraordinary item 4,390 6,822 11,145
Extraordinary item 606 0 (304)
- ------------------------------------------------------------------------------------------------------------------
Net earnings 4,996 6,822 10,841
Preferred stock dividend 18 49 4,996
- ------------------------------------------------------------------------------------------------------------------
Net earnings on common shares $ 4,978 $ 6,761 $ 10,792
======== ========= =========
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Net Sales. Net sales increased by $24.5 million, or 28.8%, to $109.8
million for the year ended December 31, 2000 from $85.3 million for the year
ended December 31, 1999. The substantial increase in net sales is primarily
attributable to the acquisition of the Company's logistics group during the
third quarter of 2000 and increased sales of laser welded tailored blanks.
Logistics group sales were $21.8 million in 2000. This represents 89.0% of the
year over year sales increase.
Cost of Goods Sold. Cost of goods sold increased by $25.2 million, or
44.7%, to $81.7 million for the year ended December 31, 2000 from $56.4 million
for the year ended December 31, 1999. As a percent of net sales, cost of goods
sold increased to 74.4% from 66.1% primarily due to the inclusion of the
logistics group, which has a higher costs of sales as a percentage of revenue
(79%). In addition, 2000 costs of sales include an unfavorable mix of products
produced and longer plant shutdowns within the metals processing group as
compared to 1999.
Gross Profit. The increased level of net sales, primarily due to the
acquisition of the logistics group, was more than offset by the decrease in
margin within the metals processing group. This resulted in a decrease of gross
margin to $28.1 million for the year ended December 31, 2000 from $28.8 million
for the year ended December 31, 1999, a decline of 2.5%.
Selling, General and Administrative Expenses. The Company's selling,
general and administrative expenses increased by $7.2 million, or 45.6%, to
$23.0 million for the year ended December 31, 2000 from $15.8 million for the
year ended December 31, 1999. This increase was primarily due to the acquisition
of the logistics group and the integration costs associated with the
acquisition, as well as a $3.9 million restructuring charge recorded by the
Company in the fourth quarter of 2000 related to the consolidation of operations
within its metals processing group.
Operating Profit. As a result of the foregoing factors, operating profit
decreased by $8.0 million, or 61.1%, to $5.1 million for the year ended December
31, 2000 from $13.1 million for the prior year.
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Interest Expense. Interest expense increased by $1.1 million, or 61.1%, to
$2.9 million for the year ended December 31, 2000 from $1.8 million for the year
ending December 31, 1999. The increase is primarily attributable to increases in
the Company's long term debt to finance additions to property, plant and
equipment, higher working capital related to increased sales, as well as the
acquisition of the logistics group.
Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item decreased by $6.1 million to
$1.2 million for the period ended December 31, 2000 from $7.3 million for the
period ended December 31, 1999.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998
Net Sales. Net sales increased by $25.0 million, or 41.5%, to $85.3 million
for the year ended December 31, 1999 from $60.3 million for the year ended
December 31, 1998. The substantial increase in net sales was primarily
attributable to increased sales of laser welded tailored blanks and the
acquisition of NMPM in October 1998. NMPM sales for the year ended December 31,
1999 were $11.7 million higher than for the prior year, representing 46.8% of
the year to year increase in net sales.
Cost of Goods Sold. Cost of goods sold increased by $15.8 million, or
38.9%, to $56.4 million for the year ended December 31, 1999 from $40.6 million
for the year ended December 31, 1998. As a percent of net sales, cost of goods
sold decreased to 66.1% from 67.3% primarily due to a greater percentage of
laser welded tailored blank sales, which carry lower cost of sales as a percent
of sales, and recovery of fixed costs over a larger base of sales. In addition,
1998 cost of goods sold as a percent of sales were affected unfavorably by the
reduced volume of sales resulting from a General Motors strike without a
corresponding decrease in fixed manufacturing costs.
Gross Profit. The increased level of net sales resulted in gross profit
increasing by $9.1 million, or 46.6%, to $28.8 million for the year ended
December 31, 1999 from $19.7 million for the year ended December 31, 1998.
Selling, General and Administrative Expenses. The Company's selling,
general and administrative expenses increased by $4.0 million, or 33.9%, to
$15.8 million for the year ended December 31, 1999 from $11.8 million for the
year ended December 31, 1998. However, as a percentage of net sales, selling,
general and administrative expenses decreased to 18.5% in 1999 from 19.6% in
1998 due primarily to the spreading of corporate overhead costs over a larger
sales base.
Operating Profit. As a result of the foregoing factors, operating profit
increased by $5.2 million, or 66.7%, to $13.1 million for the year ended
December 31, 1999 from $7.9 million for the prior year.
Interest Expense. Interest expense increased by $1.0 million, or 125.0%, to
$1.8 million for the year ended December 31, 1999 from $0.8 million for the year
ending December 31, 1998. The increase is primarily attributable to increases in
the Company's long term debt to finance additions to property, plant and
equipment, higher working capital related to increased sales, as well as to the
acquisition of Jebco.
Net Earnings. As a result of the foregoing factors, net earnings from
continuing operations before extraordinary item increased by $3.0 million to
$7.3 million for the period ended December 31, 1999 from $4.3 million for the
period ended December 31, 1998. Net earnings on common shares for 1999 were
negatively impacted by a $0.5 million loss from discontinued operations. The
loss from discontinued operations was affected by the provision of certain costs
for environmental remediation, and the adjustment to expense inventory and
certain other costs previously capitalized, aggregating
19
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approximately $1.2 million, made in connection with the discontinuance and
subsequent sale of the Company's plastics and coatings operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements have historically been satisfied through a
combination of cash flow from operations, equity and debt financing and loans
from stockholders. Working capital needs and capital equipment requirements have
increased as a result of the growth of the Company and are expected to continue
to increase as a result of anticipated growth. Anticipated increases in required
working capital and capital equipment expenditures are expected to be met from
the cash flow from operations, equipment financing and revolving credit
borrowings. As of December 31, 2000, the Company had working capital of
approximately $9.3 million. The Company completed the sale of its discontinued
plastics and coatings operations on January 11, 2000 which resulted in
approximately $83.3 million in cash received as partial consideration being
applied to the reduction of borrowings outstanding under the Company's credit
facility. EBITDA is presented from continuing operations and does not include
results of the plastics and coatings business. (See Note B to the Consolidated
Financial Statements of the Company included elsewhere).
The Company generated cash flow from continuing operations of $9.2 million
for the year ended December 31, 2000. Net cash provided by continuing operating
activities was primarily the result of net earnings and increases in accounts
payable, income taxes payable and decreases in prepaid expenses, as well as
depreciation and amortization expenses, partially offset by increases in
operating assets, receivables and inventory. The Company generated cash through
the sale of discontinued operations of $77.3 million for the year ended December
31, 2000. The Company used cash in investing activities of $29.8 million for the
year ended December 31, 2000. Cash used in investing activities included $21.1
million for the acquisition of DSI, ATD, CTD and PMP/PMD and $10.2 million for
the purchase of property, plant and equipment. The Company used $56.1 million in
cash flow from financing activities for the year ended December 31, 2000,
primarily from payments on bank borrowings as discussed below. The Company made
payments on long-term debt of $37.8 million, extinguished convertible
subordinated debentures of $6.4 million, redeemed common stock of $5.1 million
and repaid a related party note of $5.0 million.
The Company maintains a syndicated secured revolving credit facility (the
"Credit Facility") with Comerica Bank N.A. The amount of the facility was $55
million at December 31, 2000, subsequently amended to a $75 million facility in
January 2001. The Credit Facility expires in May 2002, is secured by the assets
of Noble and its subsidiaries and provides for the issuance of up to $5 million
in standby or documentary letters of credit. The Credit Facility may be utilized
for general corporate purposes, including working capital and acquisition
financing, and provides the Company with borrowing options for multi-currency
loans. Borrowing options include a eurocurrency rate, or a base rate. Advances
under the facility bore interest at an effective rate of approximately 8.0% and
7.9% as of December 31, 2000 and 1999, respectively. Costs of originating the
Credit Facility of $.69 million are being amortized over three years. The
unamortized balance of origination costs is $.35 million at December 31, 2000
and is included in other assets, sundry. The Credit Facility is subject to
customary financial and other covenants including, but not limited to,
limitations on payment of dividends, limitations on consolidations, mergers, and
sales of assets, and bank approval on acquisitions over $25 million.
The Company has, from time to time been in violation of certain of its
financial debt ratio covenants and covenants relating to the issuance of
preferred stock and the payment of preferred stock dividends, requiring it to
obtain waivers of default from its lenders. As of the date of this report,
however, the Company is in compliance with all of its debt covenants under the
credit facility.
20
21
The liquidity provided by the Company's existing credit facilities,
combined with cash flow from continuing operations is expected to be sufficient
to meet currently anticipated working capital and capital expenditure needs for
existing debt service and operations for at least 12 months. There can be no
assurance, however, that such funds will not be expended prior thereto due to
changes in economic conditions or other unforeseen circumstances, requiring the
Company to obtain additional financing prior to the end of such 12-month period.
In addition, the Company continues to evaluate, as part of its business
strategy, and may pursue future growth through opportunistic acquisitions of
assets or companies involved in the automotive component supply, logistics and
distribution industries, which acquisitions may involve the expenditure of
significant funds. Depending upon the nature, size and timing of such future
acquisitions, the Company may be required to obtain additional debt or equity
financing in connection with such future acquisitions. There can be no
assurance, however, that additional financing will be available to the Company,
when and if needed, on acceptable terms or at all.
INFLATION
Inflation generally affects the Company by increasing the interest expense
of floating rate indebtedness and by increasing the cost of labor, fuel,
equipment and raw materials. The Company does not believe that inflation has had
any material effect on its business over the past three years.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is exposed to the impact of foreign currency fluctuations.
International revenues from the Company's foreign subsidiaries were
approximately 9% of total revenues for fiscal 2000. The Company's primary
foreign currency exposure is the Canadian Dollar. The Company manages its
exposures to foreign currency assets and earnings primarily by funding certain
foreign currency denominated assets with liabilities in the same currency and,
as such, certain exposures are naturally offset.
The Company's financial results are affected by changes in U.S. and foreign
interest rates. The Company does not hold financial instruments that are subject
to market risk (interest rate risk and foreign exchange rate risk).
21
22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES CONSOLIDATED FINANCIAL
STATEMENTS
Report of Independent Certified Public Accountants....................................23
Consolidated Balance Sheets--December 31, 1999 and 2000...............................24
Consolidated Statements of Earnings--For the years ended
December 31, 1998, 1999 and 2000.................................................26
Consolidated Statements of Stockholders' Equity--For the
years ended December 31, 1998, 1999 and 2000..........................................28
Consolidated Statements of Comprehensive Income --
For the years ended December 31, 1998, 1999 and 2000.............................29
Consolidated Statements of Cash Flows--For the years
ended December 31, 1998, 1999 and 2000...........................................30
Notes to Consolidated Financial Statements............................................33
22
23
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Board of Directors
Noble International, Ltd.
We have audited the accompanying consolidated balance sheets of Noble
International, Ltd. (a Delaware corporation) and Subsidiaries as of December 31,
2000 and 1999 and the related consolidated statements of earnings, stockholders'
equity, comprehensive income and cash flows for each of the three years in the
period ended December 31, 2000. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above, present
fairly, in all material respects, the consolidated financial position of Noble
International, Ltd. and Subsidiaries as of December 31, 2000 and 1999, and the
consolidated results of their operations and their consolidated cash flows for
each of the three years in the period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.
GRANT THORNTON LLP
Detroit, Michigan
January 31, 2001 (Except for Note P, as to which the date is March 28, 2001)
23
24
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
- --------------------------------------------------------------------------------
DECEMBER 31,
ASSETS 1999 2000
-------- --------
(In thousands)
CURRENT ASSETS
Cash and cash equivalents $ 685 $ 1,091
Accounts receivable, trade, net of allowance for doubtful
accounts of $196 and $427 at December 31, 1999 and 2000,
respectively 14,088 20,214
Inventories 6,919 8,185
Prepaid expenses and other assets 1,789 1,312
Income taxes currently refundable 1,438 --
Deferred income taxes 258 1,566
Net assets of discontinued operations held for sale 67,210 --
-------- --------
Total current assets 92,387 32,368
PROPERTY, PLANT AND EQUIPMENT, NET 54,628 58,673
OTHER ASSETS
Goodwill, net of accumulated amortization of $3,172 and
$5,177 at December 31, 1999 and 2000, respectively 24,716 50,148
Covenants not to compete, net of accumulated amortization
of $419 and $671 at December 31, 1999 and 2000,
respectively 981 1,389
Sundry 2,093 2,629
-------- --------
27,790 54,166
-------- --------
$ 174,805 $145,208
======== ========
The accompanying notes are an integral part of these financial statements.
24
25
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - CONTINUED
- --------------------------------------------------------------------------------
DECEMBER 31,
LIABILITIES AND STOCKHOLDERS' EQUITY 1999 2000
-------- -------
(In thousands)
CURRENT LIABILITIES
Current maturities of long-term debt $ 778 $ 420
Notes payable -- related parties 5,000 --
Accounts payable 9,784 12,180
Accrued liabilities 4,846 10,303
Income taxes payable -- 143
--------------- --------------
Total current liabilities 20,408 23,046
LONG-TERM DEBT, EXCLUDING CURRENT MATURITIES 86,915 53,743
CONVERTIBLE SUBORDINATED DEBENTURES 21,536 16,252
JUNIOR SUBORDINATED NOTES 3,359 3,359
DEFERRED INCOME TAXES 2,221 3,230
PUTABLE COMMON STOCK (156,114 SHARES) -- 1,336
REDEEMABLE PREFERRED STOCK 513 400
STOCKHOLDERS' EQUITY
Preferred stock, $100 par value, 10% cumulative, authorized
150,000 shares -- --
Common stock, $.001 value, authorized 20,000,000 shares,
issued and outstanding 7,241,698 and 7,234,319 shares in
1999 and 2000, respectively 27,993 22,857
Paid-in capital 121 121
Retained earnings 12,005 21,217
Accumulated comprehensive loss (266) (354)
--------------- --------------
39,853 43,841
--------------- --------------
$ 174,805 $ 145,208
=============== ==============
The accompanying notes are an integral part of these financial statements.
26
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
- --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,
-----------------------------------
1998 1999 2000
------ ----- -----
(In thousands)
Net sales $ 60,273 $ 85,266 $ 109,781
Cost of goods sold 40,581 56,438 81,676
--------- --------- ---------
Gross profit 19,692 28,828 28,105
Selling, general and administrative expenses 11,847 15,760 23,004
--------- --------- ---------
Operating profit 7,845 13,068 5,101
Other income (expense)
Interest income -- 4 5
Interest expense (844) (1,819) (2,929)
Sundry, net 47 276 235
--------- --------- ---------
(797) (1,539) (2,689)
--------- --------- ---------
Earnings from continuing operations before income
taxes, minority interest and extraordinary item
7,048 11,529 2,412
Minority interest 55 -- --
--------- --------- ---------
Earnings from continuing operations before income
taxes and extraordinary item 6,993 11,529 2,412
Income tax expense 2,742 4,235 1,196
--------- --------- ---------
Earnings from continuing operations before
extraordinary item 4,251 7,294 1,216
Preferred stock dividends 18 61 49
--------- --------- ---------
Earnings from continuing operations on common shares
before extraordinary item 4,223 7,233 1,167
Earnings (loss) from discontinued operations (less
income taxes of $54, $(230) and
$(61)) 139 (472) (115)
Gain on sale of discontinued operations (less income
tax of $5,561) -- -- 10,044
--------- --------- ---------
Earnings on common shares before extraordinary item 4,372 6,761 11,096
Extraordinary item -- gain(loss) on extinguishment of
debt (less income tax of $372, $- and $(121)) 606 -- (304)
--------- --------- ---------
Net earnings on common shares $ 4,978 $ 6,761 $ 10,792
========= ========= =========
26
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS - CONTINUED
- --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,
--------------------------------------------------------------
1998 1999 2000
-------------------- ------------------- --------------------
(In thousands)
Basic earnings per common share:
Earnings from continuing operations before
extraordinary item $ .59 $ 1.01 $ .16
Earnings (loss) from discontinued operations $ .02 $ (.07) $ 1.40
Extraordinary item-- gain(loss) on extinguishment of
debt $ .09 $ - $ (.04)
------------------ -----------------------------------------
Earnings per common share $ .70 $ .94 $ 1.52
================== =========================================
Basic weighted average common shares outstanding
7,161,872 7,192,328 7,112,311
================== ==================== ==================
Earnings per common share-- assuming dilution:
Earnings from continuing operations before
extraordinary item $ .58 $ .92 $ .16
Earnings (loss) from discontinued
Operations $ .02 $ (.05) $ 1.37
Extraordinary item-- gain (loss) on extinguishment
of debt $ .08 $ - $ (.04)
------------------ -----------------------------------------
Earnings per common share $ .68 $ .87 $ 1.49
================== ==================== ===================
Diluted weighted average common shares outstanding
and equivalents 7,304,148 8,530,981 7,234,786
================== ==================== ===================
The accompanying notes are an integral part of these financial statements.
28
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
- --------------------------------------------------------------------------------
(In thousands)
Accumulated
Retained Other
Preferred Common Earnings Comprehensive
Stock Stock Paid-in Capital (Deficit) Loss Total
--------- ------ --------------- --------- -------------- -----
Balance at January 1, 1998 $ -- $ 27,344 $ -- $ 266 $ -- $ 27,610
Redemption of 3,343 shares of
common stock -- (6) -- -- -- (6)
Issuance of 105,000 warrants in
connection with junior notes -- -- 141 -- -- 141
Dividends paid on redeemable
preferred stock -- -- -- (18) -- (18)
Net earnings -- -- 4,996 4,996
Equity adjustment from foreign
currency translation -- -- -- -- (386) (386)
---- ---------- ----- -------- ------- ----------
Balance at December 31, 1998 -- 27,338 141 5,244 (386) 32,337
Redemption of 6,017 shares of
common stock -- (41) -- -- -- (41)
Exercise of 1,046 warrants in
connection with the initial
public offering -- 11 -- -- -- 11
Exercise of options under stock
option plan -- 62 -- -- -- 62
Conversion of Subordinated Debt
into 32,907 shares -- 453 -- -- -- 453
Exercise of 15,000 warrants in
connection with junior notes -- 170 (20) -- -- 150
Dividends paid on redeemable --
preferred stock -- -- -- (61) -- (61)
Net earnings -- -- -- 6,822 -- 6,822
Equity adjustment from foreign
currency translation -- -- -- -- 120 120
---- ---------- ----- -------- ------- ----------
Balance at December 31, 1999 -- 27,993 121 12,005 (266) 39,853
Redemption of 625,823 shares of
common stock -- (5,136) -- -- -- (5,136)
Dividends paid on redeemable
preferred stock -- -- -- (49) -- (49)
Dividends paid on common stock -- -- -- (1,580) -- (1,580)
Net earnings -- -- -- 10,841 -- 10,841
Equity adjustment from foreign
currency translation -- -- -- -- (88)
(88)
---- ---------- ----- -------- -- ----- ----------
Balance at December 31, 2000 $ -- $ 22,857 $121 $ 21,217 $ (354) $ 43,841
===== ========= ==== ======== == ===== =========
The accompanying notes are an integral part of these financial statements.
28
29
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
- --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,
----------------------------------------------------------
1998 1999 2000
------------------ ----------------- -----------------
(In thousands)
Net earnings $ 4,978 $ 6,761 $ 10,792
Other comprehensive income (loss), equity
adjustment from foreign translation (386) 120 (88)
----------------- ----------------- -----------------
Comprehensive income $ 4,592 6,881 $ 10,704
================= ================= =================
The accompanying notes are an integral part of these financial statements.
29
30
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
- --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,
----------------------------------
1998 1999 2000
----- ----- -----
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings from continuing operations ......... $ 4,857 $ 7,294 $ 912
Adjustments to reconcile net earnings to net
cash provided by (used in) operations
Interest expense ............................. -- 1,239 1,203
Depreciation of property, plant and
equipment ................................. 2,442 4,705 5,577
Provision for doubtful accounts .............. -- -- --
Amortization of goodwill ..................... 1,518 1,924 2,440
Deferred income taxes ........................ 460 1,277 (299)
Loss on early extinguishment of debt ......... -- -- 425
Gain on sale or fixed assets ................. -- -- (437)
Changes in operating assets and liabilities,
net of effects of acquisitions
(Increase) decrease in accounts
receivable ................................ 564 (330) (2,061)
(Increase) in inventories ................... (354) (1,018) (1,124)
(Increase) decrease in prepaid expenses ..... (595) (941) 507
(Increase) in other assets .................. (1,529) (649) (281)
Increase in accounts payable ............... 372 2,284 207
Increase (decrease) in income taxes
payable ................................... 115 (1,845) 1,581
Increase (decrease) in accrued liabilities .. 378 (3,341) 574
-------- -------- --------
Net cash provided by continuing
operations ................................ 8,228 10,599 9,224
Net cash used in discontinued
operations ................................ (42,133) (23,432) (115)
-------- -------- --------
Net cash (used in) provided by
operating activities ...................... (33,905) (12,883) 9,109
CASH FLOWS FROM INVESTING ACTIVITIES
Net proceeds from sale of discontinued
operations .................................. -- -- 77,254
Purchase of property, plant and equipment ....... (14,467) (12,350) (10,236)
Acquisitions of businesses, net of cash ......... (11,714) (3,885) (21,231)
acquired
Proceeds from sale of fixed assets ............... -- -- 1,660
-------- -------- --------
Net cash (used in) provided by
investing activities ................. (26,181) (16,235) 47,447
30
31
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
- --------------------------------------------------------------------------------
YEARS ENDED DECEMBER 31,
-------------------------------------
1998 1999 2000
----- ----- ------
(In thousands)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments of notes payable - related
parties .......................................... (5,972) (1,672) (5,000)
Proceeds from issuance of common stock ............... -- 243 --
Redemption of preferred stock ........................ -- (187) (113)
Redemption of common stock ........................... (6) (41) (5,136)
Redemption of preferred stock of
subsidiaries ..................................... (150) -- --
Redemption of convertible subordinated
debentures ....................................... -- -- (6,376)
Proceeds from issuance of warrants ................... 141 -- --
Issuance of convertible subordinated
debentures ....................................... 20,769 -- --
Issuance of junior subordinated notes ................ 3,359 -- --
Dividends paid on preferred stock .................... (18) (61) (49)
Dividends paid on common stock ....................... -- -- (1,580)
Payments on long-term debt ........................... (768) (780) (5,301)
Net proceeds (payments) on note payable to bank....... 41,958 31,260 (32,507)
-------- -------- --------
Net cash provided by (used in) financing activities .. 59,313 28,823 (56,062)
Effect of exchange rate changes on cash .............. (386) 120 (88)
-------- -------- --------
Net (decrease) increase in cash ...................... (1,159) (125) 406
Cash and cash equivalents at beginning of
period ............................................... 1,969 810 685
-------- -------- --------
Cash and cash equivalents at end of period ................ $ 810 $ 685 $ 1,091
======== ======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for:
Interest ....................................... $ 2,936 $ 9,268 $ 3,188
======== ======== ========
Taxes .......................................... $ 2,223 $ 2,230 $ 4,633
======== ======== ========
Fair value of assets acquired, including
goodwill ............................................. $ 19,052 $ 5,189 $ 33,625
Liabilities assumed ....................................... (7,337) (1,304) (11,169)
Debt issued ............................................... -- -- (1,225)
-------- -------- --------
Cash paid ................................................. $ 11,715 $ 3,885 $ 21,231
======== ======== ========
31
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
- --------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITY:
During 1998, the Company assumed $1.75 million of existing debt in
connection with the acquisition of H&H Steel Processing Company, Inc.
During 1998, the Company issued 7,735 shares of its Series A, 10%
cumulative preferred shares pursuant to the conversion of an equivalent
number of Noble Metal Forming, Inc. preferred shares. (Note K).
During 1999, $.472 million of debentures were converted into common shares
of the Company at $14.3125 per common share, at the election of debenture
holders as provided under terms of the debentures.
During 1999 and 2000, the Company issued $1.24 million and $1.2 million of
convertible subordinated debentures as payment of interest expense.
The accompanying notes are an integral part of these financial statements.
32
33
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES
BASIS OF PRESENTATION
The accompanying consolidated financial statements as of December 31, 1999 and
for the years ended December 31, 1998 and 1999, include Noble International,
Ltd. and its wholly-owned subsidiaries, Noble Component Technologies ("NCT");
Monroe Engineering Products, Inc. ("Monroe"), Cass River Coating, Inc. (dba
Vassar Industries, "Vassar"), Skandy Corp. ("Skandy"), Utilase Production
Process, Inc. ("UPP"), Noble Metal Forming, Inc. ("NMF"), Noble Metal
Processing, Inc. ("NMP"), Noble Land Holdings, Inc. ("Land Holdings"), Noble
Canada, Inc. ("Noble Canada"), Noble Canada II, Inc. ("Noble Canada II"),
Tiercon Plastics, Inc. (formerly Triam Plastics, Inc.) ("TPI"), Tiercon
Coatings, Inc. (formerly Centrifugal Coaters, Inc.) ("TCI") and Noble Metal
Processing Midwest (formerly H&H Steel Processing Company, Inc.) ("NMPM"), Noble
Canada Holdings Limited ("NCH"), Noble Canada Holdings II Ltd. ("NCHII"), Noble
Components & Systems, Inc. ("NCS"), Noble Technologies, Inc. ("NTI"), Noble
Metal Processing Canada, Inc. ("NMPC") and Tiercon Industries, Inc. ("Tiercon")
(collectively, "Noble" or the "Company"). The accompanying consolidated
financial statements as of and for the year ended December 31, 2000, also
include DSI Holdings, Inc. ("DSI"), Assured Transportation & Delivery, Inc.
(ATD), Central Transportation & Delivery, Inc. (CTD), Pro Motorcar Products,
Inc. (PMI) and Pro Motorcar Distribution, Inc. (PMP). On January 11, 2000 the
Company completed the sale of Noble Canada, Tiercon, Vassar, and NCT (Note B).
On July 20, 2000 the Company completed its acquisition of DSI. (Note J). On
September 6, 2000 the Company completed its acquisition of ATD and CTD. (Note
J). On December 16, 2000 the Company completed its acquisition of PMP and PMD.
On February 16, 2001 the Company completed the sale of NMF and NMPM. (Note P).
All significant intercompany balances and transactions have been eliminated in
consolidation.
NATURE OF OPERATIONS
Noble is a holding company, which through its subsidiaries, manufactures a
variety of components and provides design, engineering, assembly and other
services for the automotive industry and same day delivery services to a variety
of industries. The Company's metals processing group provides laser welding,
blanking and forming, slitting, cutting and storage products and services. The
Company's logistics group provides same day delivery services to a variety of
industries. The Company's distribution group is a distributor of tooling
components and paint and coatings related gauges. The principal markets for its
products and services are the United States and Canada.
DISCONTINUED OPERATIONS
Discontinued operations include all of the companies previously classified as
the Company's plastics and coatings industry segment (Noble Canada, Tiercon,
NCT, and Vassar). On December 24, 1999, the Company executed a definitive
agreement to sell these operations and the sale was completed on January 11,
2000 (Note B). Results of these operations are reported as discontinued
operations in the Consolidated Financial Statements for all periods presented.
The assets and liabilities of these operations have been reported in the
Consolidated Balance Sheet as net assets of discontinued operations.
33
34
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, all investments with a maturity of
less than three months are considered to be cash equivalents.
INVENTORIES
Inventories are stated at the lower of cost (first-in, first-out) or market.
UNBILLED CUSTOMER TOOLING
The costs to manufacture and supply customer-owned tooling are recorded as
unbilled tooling costs when incurred. Amounts incurred are charged to cost of
sales and revenue is recognized when the tooling is shipped and billed to
customers.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost. Depreciation is provided for
using the straight line and various accelerated methods over the estimated
useful lives of the assets which range from 5 to 39 years for buildings and
improvements and 3 to 10 years for machinery and equipment. Expenditures for
maintenance and repairs are charged to expense as incurred. The Company
capitalizes interest cost associated with construction in progress. Capitalized
interest costs in 1999 and 2000 were $0.61 million and $1.3 million
respectively.
GOODWILL
Goodwill is the excess of cost over the fair value of net assets acquired and is
amortized over a 20-year period on the straight-line method. On an ongoing
basis, management reviews the valuation and amortization of goodwill. As part of
the review, the Company estimates the value of and the estimated undiscounted
future cash flows expected to be generated by the related subsidiary to
determine that no impairment has occurred.
INCOME TAXES
The Company records the provision for federal and state income taxes under the
asset and liability method. Deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and the effect of 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 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 the period that
includes the enactment date.
34
35
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include long-term debt. The carrying value
of the debt approximates its estimated fair value based upon rates and terms
available for loans and notes with similar characteristics.
USE OF ESTIMATES
In preparing financial statements in conformity with generally accepted
accounting principles, management is required to make estimates and assumptions
that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and
revenues and expenses during the reporting period. Actual results could differ
from those estimates.
FOREIGN CURRENCY TRANSLATION
The accounts of the foreign subsidiary has been translated from its functional
currency to the U.S. dollar. Such translation adjustments are not included in
income, but are accumulated directly in a separate component of stockholders'
equity.
EARNINGS PER SHARE
Basic earnings per share excludes dilution and is computed by dividing income
available to common stockholders by the weighted-average common shares
outstanding for the period. Diluted earnings per share reflects the potential
dilution that could occur if securities or other contracts to issue common stock
were exercised and converted into common stock or resulted in the issuance of
common stock that then shared in the earnings of the entity.
The following tables reconcile the numerators and denominators to calculate
basic and diluted earnings on common shares before extraordinary item for the
years ended December 31, 1998, 1999 and 2000 (in thousands, except share and per
share amounts):
35
36
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
EARNINGS BEFORE
EXTRAORDINARY ITEM SHARES PER SHARE
(NUMERATOR) (DENOMINATOR) AMOUNTS
------------------ --------------- ---------
Year Ended December 31, 1998
Earnings from continuing operations on
common shares before extraordinary
item ................................ $ 4,233 7,161,872 $ .59
Effect of dilutive securities
Contingently issuable shares ....... -- 46,790 --
Convertible preferred stock ........ -- 60,156 (.01)
Stock options ...................... -- 35,330 --
--------- --------- --------
Earnings from continuing operations per
common share assuming dilution ...... $ 4,233 7,304,148 $ .58
========= ========= ========
Year Ended December 31, 1999
Earnings from continuing operations on
common shares before extraordinary
item ................................ $ 7,233 7,192,328 $ 1.01
Effect of dilutive securities
Contingently issuable shares .......... -- 35,092 --
Convertible preferred stock ........... -- 137,938 (.02)
Convertible debentures ................ 645 1,005,938 (.05)
Underwriters warrants ................. -- 10,852 --
Warrants in connection with junior
subordinated notes .................. 6,170 --
Employee warrants ..................... 18,203 --
Stock options ......................... -- 124,460 (.02)
--------- --------- --------
Earnings from continuing operations per
common share assuming dilution ...... $ 7,878 8,530,981 $ .92
========= ========= ========
Year Ended December 31, 2000
Basic earnings per common share
Earnings from continuing operations on
common shares before extraordinary
item ................................ $ 1,167 7,112,311 $ .16
Effect of dilutive securities
Contingently issuable shares .......... -- 35,092 --
Stock options ......................... -- 87,383 --
--------- --------- --------
Earnings from continuing operations per
common share assuming dilution ...... $ 1,167 7,234,786 $ .16
========= ========= ========
36
37
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE A - BASIS OF PRESENTATION, NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (CONTINUED)
During the years ended December 31, 1998 and 2000, the Company had options and
warrants outstanding which were excluded from the computation of diluted
earnings per share because their inclusion would have been antidilutive. During
the year ended December 31, 1998, warrants for 550,000 shares were excluded.
During the year ended December 31, 2000, options and warrants for 190,750 and
340,508 shares, respectively, were excluded.
COMPREHENSIVE INCOME
The Company reports comprehensive income in the financial statements pursuant to
SFAS No. 130, "Reporting of Comprehensive Income." This statement requires that
all items that are required to be recognized under accounting standards as
components of comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements. Financial
statements have been reclassified for all periods presented for comparative
purposes.
SEGMENT REPORTING
The Company reports information about operating segments pursuant to SFAS No.
131, "Disclosure about Segments of an Enterprise and Related Information," which
establishes standards for the way that public business enterprises report
information about operating segments. This statement also establishes standards
for related disclosures about products and services, geographic areas, and major
customers.
This statement requires the reporting of financial and descriptive information
about an enterprise's reportable operating segments and requires that
comparative information for earlier years be restated.
NOTE B - SALE OF PLASTICS AND COATINGS SEGMENT
On January 11, 2000 the Company completed the sale of all of the outstanding
capital stock of its subsidiary, Noble Canada, including Noble Canada's wholly
owned subsidiary Tiercon (the sale of Noble Canada and Tiercon is hereinafter
referred to as the "Tiercon Sale"). In addition, as part of the Tiercon Sale,
the Company through its wholly owned subsidiary NCS, sold all of the outstanding
capital stock of NCS's wholly owned subsidiaries Vassar and NCT. Collectively
Noble Canada. Tiercon, Vassar and NCT comprise all of the operating companies
previously classified as the Company's plastics and coatings industry segment.
The sales price for Noble Canada, Tiercon, Vassar and NCT was $83.8 million in
cash, plus the conversion of 137,938 shares of the preferred stock of Noble
Canada into common stock of Noble Canada (the preferred shares of Noble Canada
were convertible into common shares of the Company). The Company retained
certain real property previously owned by Vassar, valued at approximately $0.839
million, and $1.8 million of accounts receivable of Tiercon.
Condensed financial information relating to discontinued operations and net
assets of discontinued operations held for sale is as follows (in thousands):
37
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE B - SALE OF PLASTICS AND COATINGS SEGMENT (CONTINUED)
DECEMBER 31,
1998 1999
----- -----
Net assets of discontinued operations held for sale:
Current assets .................................... $ 31,272
Property, plant and equipment, net ................ 33,122
Other assets ...................................... 23,741
--------
Total assets ...................................... 88,135
--------
Current maturities of long term debt .............. 309
Other current liabilities ......................... 15,303
Long term debt, excluding current maturities ...... 821
Preferred stock of subsidiaries ................... 1,308
Other liabilities ................................. 3,184
--------
Total liabilities ................................. 20,925
--------
Net assets of discontinued operations held for sale $ 67,210
========
Results of operations:
Net sales ......................................... $ 34,603 $ 72,559
Gross profit ...................................... 5,409 11,836
Operating expenses ................................ 3,502 7,784
Operating income .................................. 1,907 4,052
Net earnings (loss) ............................... $ 139 $ (472)
38
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE C - INVENTORIES
The major components of inventories were as follows (in thousands):
DECEMBER 31,
1999 2000
-------------------------- ----------------------------
Raw materials and purchased parts $ 2,437 $ 2,615
Work in process 649 629
Finished goods 2,607 3,440
Unbilled customer tooling 1,226 1,501
-------------------------- ----------------------------
$ 6,919 $ 8,185
========================== ============================
NOTE D - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following (in thousands):
DECEMBER 31,
1999 2000
-------------------------- --------------------------
Buildings and improvements $ 14,710 $ 14,721
Machinery and equipment 41,568 47,887
Furniture and fixtures 3,439 3,740
-------------------------- --------------------------
59,717 66,348
Less accumulated depreciation and amortization 16,429 21,755
-------------------------- --------------------------
43,288 44,593
Land 1,348 1,129
Construction in process 9,992 12,951
-------------------------- --------------------------
$ 54,628 $ 58,673
========================== ==========================
- --------------------------------------------------------------------------------
NOTE E - LINE OF CREDIT AND LONG-TERM DEBT
The Company maintains a syndicated secured bank revolving credit facility (the
"Credit Facility"), which was decreased from $105 million to $55 million in 2000
and subsequently increased to $75 million in January 2001 and expires in May
2002. The Credit Facility is collateralized by substantially all the assets of
the Company. The Credit Facility may be utilized for general corporate purposes,
including working capital and acquisition financing and provides the Company
with borrowing options. Borrowing options include a eurocurrency rate or a base
rate (the bank's prime lending rate). Advances under the Credit Facility bore
interest at an effective rate of 7.9% and 8.0% as of December 31, 1999 and 2000,
respectively. The Credit Facility is subject to
39
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE E - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
customary financial and other covenants including, but not limited to,
limitations on payments of dividends, limitations on consolidations, mergers and
sales of assets, and bank approval on acquisitions in excess of $25 million.
On July 31, 1998 and concluding August 10, 1998 the Company closed a private
offering of 6% Convertible Subordinated Debentures (the "Debentures") for gross
proceeds of $20.76 million. The proceeds were used to reduce the amount of
outstanding advances under the Credit Facility. The Debentures mature on July
31, 2005 and interest is payable on January 31 and July 31 of each year;
provided, however, that for the first three years, in lieu of cash interest,
additional Debentures will be issued. The Debentures are unsecured obligations
of the Company which may be redeemed by the Company during the six months
beginning January 31, 2000 at 110% of the principal amount (plus accrued
interest) and at 107.5%, 104.5%, 102.5%, 101% and 100.5% during each 12 month
period following. Commencing November 30, 1998, the Debentures became
convertible into Common Stock at $14.3125 per share (subject to adjustment).
Beginning January 31, 2004 and on each July 31 and January 31 thereafter, the
Company is required to redeem for cash 25% of the outstanding principal amount
of the Debentures through the maturity date. Offering costs of $1.114 million
are being amortized over seven years. The unamortized balance of offering costs
is $0.642 million at December 31, 2000 and is included in other assets, sundry.
On December 16, 1998 and concluding December 22, 1998 the Company closed a
private offering of Junior Subordinated Notes (the "Junior Notes"), together
with 105,000 warrants to purchase shares of common stock of the Company at an
exercise price of $10.00 per share expiring on the maturity date, for gross
proceeds of $3.5 million with $.141 million, or $1.34 per share, attributable to
the warrants. The proceeds were used to reduce the Credit Facility. The Junior
Notes have not been registered under the Securities Act of 1933 and were sold to
qualified investors as part of a private offering pursuant to Regulation D of a
maximum of $10 million in principal amount of Junior Notes. The Junior Notes are
unsecured obligations of the Company which may be redeemed by the Company upon
five days prior notice without penalty or premium. The Junior Notes mature on
December 1, 2003 and interest is payable on June 1 and December 1 of each year
at a stated rate of 7% and an effective rate of 8%. Offering costs of $.199
million are being amortized over five years. The unamortized balance of offering
costs is $0.115 million at December 31, 2000 and is included in other assets,
sundry.
40
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE E - LINE OF CREDIT AND LONG-TERM DEBT (CONTINUED)
Long-term debt consisted of the following (in thousands):
DECEMBER 31,
1999 2000
-------------------- ---------------------
Credit Facility. $ 85,029 $ 52,523
Other Notes, payable in monthly installments totaling $15,670 with interest
rates ranging from 5% to 8.5% maturing through September,
2005 1,164 390
Economic Development Revenue Bonds, City of Lawrence, Indiana. With floating
monthly interest rate (approximately 4.0% at December 31, 2000). Principal
payments of $125,000 and interest are due in semi-annual installments through
August 2005, secured by substantially all the assets of NMPM in the City of
Lawrence, Indiana. 1,500 1,250
-------------------- ---------------------
87,693 54,163
Less current maturities 778 420
-------------------- ---------------------
$ 86,915 $ 53,743
=================== ===================
The aggregate maturities of long-term debt by year as of December 31, 2000 are
as follows (in thousands):
2001 $ 420
2002 52,926
2003 306
2004 261
2005 250
---------------
$ 54,163
===============
NOTE F - LEASES
The Company leases buildings and equipment under operating leases with unexpired
terms ranging from a month to month basis to five years. Rent expense for all
operating leases was (in thousands), approximately $1,139, $1,401 and $661 for
the years ended December 31, 1998, 1999 and 2000 respectively.
41
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE F - LEASES (CONTINUED)
The future minimum lease payments under these operating leases are as follows
(in thousands):
YEARS ENDED DECEMBER 31,
2001 $ 837
2002 816
2003 646
2004 431
2005 164
----------------
$ 2,894
=================
NOTE G - INCOME TAXES
The components of earnings from continuing operations before income taxes and
extraordinary item for 1998, 1999 and 2000 are as follows:
1998 1999 2000
----- ----- ----
United States $5,434 $8,456 $(110)
Foreign 1,559 3,073 2,522
------- -------- -------
$ 6,993 $ 11,529 $ 2,412
======= ======== =======
Income taxes have been charged to continuing operations as follows:
DECEMBER 31,
1998 1999 2000
------------------- -------------------- ---------------------
(In thousands)
Current
Federal $ 2,180 $ 2,752 $ 1,418
State and local 102 206 77
------------------- -------------------- ---------------------
2,282 2,958 1,495
Deferred federal 460 1,277 (299)
------------------- -------------------- ---------------------
$ 2,742 $ 4,235 $ 1,196
=================== ==================== =====================
A reconciliation of the actual federal income tax expense to the expected
amounts computed by applying the statutory tax rate percent to earnings from
continuing operations before income taxes and extraordinary item is as follows:
42
43
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE G - INCOME TAXES (CONTINUED)
DECEMBER 31,
---------------------------------------------------------------
1998 1999 2000
-------------------- -------------------- ---------------------
(In thousands)
Expected federal income tax $ 2,377 $ 3,920 $ 820
Difference in Canadian statutory rates 94 141 50
Nondeductible items 126 117 328
State taxes 102 206 77
Other, net 43 (149) (79)
-------------------- -------------------- ---------------------
Actual income tax expense $ 2,742 $ 4,235 $ 1,196
==================== ==================== =====================
The tax effects of temporary differences that give rise to significant deferred
tax assets and liabilities at December 31, 1999 and 2000 are as follows:
1999 2000
-------------------------------------- --------------------------------------
DEFERRED DEFERRED DEFERRED DEFERRED
TAX TAX TAX TAX
ASSETS LIABILITIES ASSETS LIABILITIES
------------------ --------------- ------------- -------------
(In thousands)
Depreciation and amortization $ - $ 2,447 $ - $ 3,294
Accrued expenses not currently
deductible 258 (226) 1,566 (64)
Net operating loss carryovers 144 - 144 -
------------------ ---------------- ---------------- ------------------
402 2,221 1,710 3,230
Less: valuation allowance (144) - (144) -
----------------- ---------------- ---------------- ------------------
$ 258 $ 2,221 $ 1,566 $ 3,230
================= ================ ================ ================
At December 31, 2000, the Company had approximately $423,000 in net
operating loss carryovers relating to NMF's net operating loss for the period
from January 1, 1997 to the date of acquisition.
43
44
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE H - RELATED PARTY TRANSACTIONS
At December 31, 1999, the Company had an unsecured term note payable to the
Chief Executive Officer of the Company in the amount of $5 million with interest
at the annual rate of 12%. This note was repaid in its entirety during 2000.
On February 15, 2001, the Company repurchased 160,000 shares of its common stock
from its Chief Executive Officer for $880,000 in cash.
NOTE I - SIGNIFICANT CUSTOMERS
For the year ended December 31, 2000, two customers accounted for 27% of net
sales. The Company had one customer which accounted for 46% and 51% of
consolidated net sales in 1999 and 1998, respectively.
NOTE J - ACQUISITIONS
TIERCON INDUSTRIES, INC.
On July 24, 1998, the Company completed the acquisition, through its
wholly-owned subsidiary NCH and NCH's wholly-owned subsidiary Noble Canada, of
all of the outstanding capital stock of Tiercon, including Tiercon's
wholly-owned subsidiary TPI.
The aggregate consideration paid for the acquisitions of Tiercon and TPI
(collectively, the "Tiercon Acquisition") consisted of approximately $30.4
million in cash and 80,000 shares of Noble Canada's Class T Non-Voting
Exchangeable Preferred Shares valued at $0.91 million. The Tiercon Acquisition
has been accounted for as a purchase, and, accordingly, the results of
operations of TPI, from July 1, 1998 until its sale in January 2000 are included
as discontinued operations in the accompanying financial statements.
TIERCON COATINGS, INC.
On October 1, 1998, the Company completed the acquisition, through its
wholly-owned subsidiary NCH II and NCH II's wholly owned subsidiary Noble Canada
II, of all of the outstanding capital stock of TCI.
The aggregate consideration paid for the acquisition of TCI consisted of
approximately $.882 million in cash and 57,938 shares of Noble Canada II's Class
C Exchangeable Non-Voting Preferred Shares valued at $0.398 million. The
acquisition of TCI has been accounted for as a purchase, and, accordingly, the
results of operations of TCI from October 1, 1998 until its sale in 2000 are
included as discontinued operations in the accompanying financial statements.
NOBLE METAL PROCESSING - MIDWEST, INC.
On October 1, 1998, the Company completed the acquisition, through its
wholly-owned subsidiary Utilase Blank Welding Technologies, Inc. ("UBWT"), of
substantially all of the assets and the assumption of certain specified
liabilities of H&H Steel Processing Company, Inc. Concurrently with the October
1, 1998 closing of the acquisition (the "NMPM Acquisition"), UBWT changed its
name to Noble Metal Processing-Midwest, Inc.
44
45
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE J - ACQUISITIONS (CONTINUED)
The purchase price for the NMPM Acquisition consisted of a) $11.08 million in
cash, plus b) an amount equal to seller's pre-closing expenditures by H&H's
North Vernon, Indiana facility of approximately $0.78 million with the final
amount to be determined by reference to a final closing balance sheet, plus c)
$1.5 million in cash representing the actual cost to acquire the remaining 50%
partnership interest in Precision Blanking Limited (which resulted in the seller
owning 100% of the partnership, the assets of which included approximately $1.4
million in cash at October 1, 1998) and d) the assumption of certain liabilities
aggregating approximately $2.9 million. The purchase agreement provided that
additional liabilities estimated to be approximately $0.7 million at October 1,
1998, are recoverable from the seller with the final amount to be determined by
reference to a final closing balance sheet. In addition, the Company will pay
the former owners a performance premium based upon annual sales for the years
1999 through 2003 equal to a minimum of $.5 million and a maximum of $2.0
million.
The NMPM Acquisition has been accounted for as a purchase, and, accordingly, the
results of operations of NMPM from October 1, 1998 forward are included in the
accompanying financial statements.
The following unaudited consolidated results of operations for the year ended
December 31, 1998 is presented as if the NMPM acquisition had been made
effective January 1, 1998. The unaudited pro forma information is not
necessarily indicative of either the results of operations that would have
occurred had the transaction been made at January 1, 1998 or the future results
of combined operations (in thousands):
1998
------------------
Net sales....................................................................... $ 71,240
Net earnings from continuing operations before extraordinary item............... $ 4,169
Net earnings from discontinued operations....................................... $ 139
Net earnings before extraordinary item.......................................... $ 4,308
Net earnings.................................................................... $ 4,914
Earnings per share continuing operations before extraordinary item
Basic........................................................................ $ .58
Diluted...................................................................... $ .57
Earnings per share from discontinued operations
Basic........................................................................ $ .02
Diluted...................................................................... $ .02
Earnings per share before extraordinary item
Basic........................................................................ $ .60
Diluted...................................................................... $ .59
Earnings per share
Basic........................................................................ $ .69
Diluted...................................................................... $ .67
45
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE J - ACQUISITIONS (CONTINUED)
JEBCO MANUFACTURING, INC.
The Company purchased certain assets of Jebco Manufacturing, Inc. ("JEBCO") on
August 31, 1999 for $4.086 million in cash resulting in goodwill of $2.612
million. The results of operating the purchased assets from August 31, 1999
forward are included in the accompanying financial statements. Proforma
information is not presented as the results of Jebco for the period from January
1998 through August 31, 1999 were not significant.
DSI HOLDINGS, INC.
The Company purchased all of the outstanding stock of DSI (the "DSI
Acquisition") on July 20, 2000 for $20.9 million in cash and 156,114 shares of
the Company's common stock. The DSI Acquisition was accounted for as a purchase,
and, accordingly, the results of operations of DSI from July 20, 2000 forward
are included in the accompanying financial statements.
In connection with the acquisition of DSI the Company issued 156,114 shares of
Common Stock putable to the Company at $13.00 per share in 25% increments
beginning December 31, 2001.
ASSURED TRANSPORTATION & DELIVERY, INC. AND CENTRAL TRANSPORTATION & DELIVERY,
INC.
The Company purchased all of the outstanding stock of ATD and CTD on September
6, 2000 for $8.9 million less assumed liabilities. The acquisitions of ATD and
CTD were accounted for as purchases, and, accordingly, the results of operations
from September 6, 2000 forward are included in the accompanying financial
statements.
The following unaudited consolidated results of operations for the years ended
December 31, 1999 and 2000 is presented as if the ATD, CTD and DSI Acquisitions
had been made effective January 1, 1999. The unaudited proforma information is
not necessarily indicative of either the results of operations that would have
occurred had the transactions been made at January 1, 1999 or the future results
of combined operations.
1999 2000
---- ----
Net sales ........................................................ $ 138,848 $ 149,502
Earnings from continuing operations before extraordinary item .... $ 7,972 $ 1,706
Earnings (loss) from discontinued operations ..................... (472) 9,929
Earnings (loss) from extraordinary item .......................... -- (304)
Net earnings ..................................................... $ 7,500 $ 11,331
Earnings per share continuing operations before extraordinary item
Basic ......................................................... $ 1.11 $ .24
Diluted ....................................................... $ .94 $ .24
Earnings (loss) per share from discontinued operations
Basic ......................................................... $ (.07) $ 1.40
Diluted ....................................................... $ (.05) $ 1.37
Earnings per share before extraordinary item
Basic ......................................................... $ 1.04 $ 1.64
Diluted ....................................................... $ .89 $ 1.61
Earnings per share
Basic ......................................................... $ 1.04 $ 1.60
Diluted ....................................................... $ .89 $ 1.57
46
47
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE J - ACQUISITIONS (CONTINUED)
PRO MOTORCAR PRODUCTS, INC. AND PRO MOTORCAR DISTRIBUTION, INC.
The Company purchased the assets of PMP and PMD on December 16, 2000 for $1.1
million and $0.35 million, respectively. The results of the operations from
December 16, 2000 forward are included in the accompanying financial statements.
Proforma information is not presented as the results of PMP and PMD from January
1999 through December 16, 2000 were not significant.
NOTE K - PREFERRED STOCK
On April 1, 1997, the Company authorized 150,000 shares of its Series A, 10%
cumulative preferred stock. During 1998, the Company issued 7,375 shares of its
Series A, 10% cumulative preferred shares pursuant to the conversion of an
equivalent number of NMF preferred shares. The preferred stock is redeemable at
the option of the holder at par value plus accrued dividends. There were 4,000
shares issued and outstanding at December 31, 2000 and 5,125 shares at December
31, 1999.
NOTE L - STOCKHOLDERS' EQUITY
In connection with the private offering of Junior Notes (Note E), the Company
issued 105,000 warrants to purchase shares of common stock of the Company at an
exercise price of $10.00 per share or a cashless exercise pursuant to a formula
stipulated which is based on the increase in the market price of the Company's
common shares beyond $10.00 per share. The warrants are valued at $1.34 per
share for an aggregate of approximately $141 thousand. The warrants are
exercisable until expiration on December 1, 2003. In the event the warrants are
exercised, the issuance of the common stock will be considered additional
paid-in capital. During 1999, 15,000 warrants were exercised. At December 31,
1999 and 2000, there were 90,000 warrants outstanding.
During 1999 the Company issued 152,200 warrants to purchase shares of common
stock for the Company at exercise prices from $7.86 to $10.00 per share or a
cashless exercise pursuant to a formula stipulated which is based on the
increase in the market price of the Company's common shares beyond the exercise
price per share. The warrants are exercisable until expiration, 120,000 warrants
expiring on December 31, 2001, 15,000 warrants expiring on January 4, 2003 and
17,500 warrants expiring on April 1, 2003. In the event the warrants are
exercised, the issuance of common stock will be considered additional paid in
capital.
On January 27, 2000 the Board of Directors approved a stock repurchase program
of up to $5.0 million of the Company's common stock which was subsequently
increased on January 31, 2001 by an additional $5.0 million. Common stock may be
repurchased from time to time in the open market, depending upon market
conditions in accordance with Securities and Exchange Commission Rules. Through
December 31, 2000 the Company has repurchased 625,823 shares of its common stock
at a cost of $5.136 million.
47
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE M - INDUSTRY SEGMENTS
The Company classifies its operations into three industry segments based on
types of products and services: metals processing (NMPM, NMP, NMF, UPP and Land
Holdings), logistics (ATD, CTD and DSI) and distribution (Monroe, PMP and PMD).
The metals processing group provides a variety of laser welding, metal blanking,
forming, slitting, cutting and die construction products and services utilizing
proprietary laser weld and light die technology. The logistics group provides
same day package delivery services to a variety of customers. The metals
processing group sells direct to automotive OEM's and Tier I suppliers. The
distribution group sells tooling components, paint and coatings related
products.
Transactions between the metals processing, logistics and distribution segments
are not significant and have been eliminated. Interest expense is allocated to
each segment based on the segment's actual borrowings from the corporate
headquarters, together with a partial allocation of corporate general and
administrative expenses. Revenues from external customers are identified
geographically based on the customer's shipping destination.
The Company's operations by business segment for the year ended December 31,
2000 follows (in thousands):
METALS SEGMENT
PROCESSING LOGISTICS DISTRIBUTION TOTALS
---------- --------- ------------ -------
Revenues from external customers ........... $ 83,752 $ 21,826 $ 4,203 $ 109,781
Interest expense ........................... 5,846 1,143 107 7,096
Depreciation and amortization .............. 6,769 676 291 7,736
Segment profit pre tax ..................... 5,023 (731) 933 5,225
Segment assets ............................. 100,879 32,620 7,892 141,391
Expenditure for segment assets ............. 10,632 347 207 11,186
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings for reportable segments ..... $ 5,225
Unallocated corporate headquarters income... (2,813)
---------
Earnings before income taxes and
extraordinary item ......................... $ 2,412
=========
ASSETS
Total assets for reportable segments ....... $ 141,391
Corporate headquarters ..................... 3,817
---------
Total consolidated assets ......... $ 145,208
=========
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
---------- ----------- ----------
Interest expense $ 7,096 $ (4,167) $ 2,929
Expenditures for segment assets 11,186 (950) 10,236
Depreciation and amortization 7,736 281 8,017
48
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE M - INDUSTRY SEGMENTS (CONTINUED)
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
------------- ------------------
United States $ 91,784 $ 106,901
Canada 15,568 1,920
Mexico 2,179 -
Other 250 -
------------- ------------------
Total $ 109,781 $ 108,821
============= ==================
The Company's operations by business segment for the year ended December 31,
1999 follows (in thousands):
METALS SEGMENT
PROCESSING DISTRIBUTION TOTALS
---------- ----------- ------------
Revenues from external customers $ 81,263 $ 4,003 $ 85,266
Interest income 4 - 4
Interest expense 5,276 181 5,457
Depreciation and amortization 5,889 286 6,175
Segment profit pre tax 8,825 1,011 9,836
Segment assets 95,184 6,631 101,815
Expenditure for segment assets 12,275 47 12,322
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings for reportable segments $ 9,836
Unallocated corporate headquarters income 1,693
------------
Earnings before income taxes and
extraordinary item $ 11,529
============
ASSETS
Total assets for reportable segments $ 101,815
Net assets of discontinued operations held for sale 67,210
Corporate headquarters 5,780
------------
Total consolidated assets $ 174,805
============
49
50
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE M - INDUSTRY SEGMENTS (CONTINUED)
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
---------- ------------ -----------
Interest expense $ 5,457 $ (3,638) $ 1,819
Expenditures for segment assets 12,322 28 12,350
Depreciation and amortization 6,175 454 6,629
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
---------- ----------
United States $ 69,152 $ 77,276
Canada 14,689 2,068
Mexico 1,352 -
Other 73 -
----------- ----------
Total $ 85,266 $ 79,344
=========== ==========
The Company's operations by business segment for the year ended December 31,
1998 follows (in thousands):
METALS SEGMENT
PROCESSING DISTRIBUTION TOTALS
---------- ------------ -----------
Revenues from external customers $ 55,263 $ 5,010 $ 60,273
Interest expense 2,239 365 2,604
Depreciation and amortization 3,546 280 3,826
Segment profit pre tax 5,823 1,345 7,168
Segment assets 81,483 6,884 88,367
Expenditure for segment assets 13,831 11 13,842
RECONCILIATION TO CONSOLIDATED AMOUNTS
EARNINGS
Total earnings for reportable segments $ 7,168
Unallocated corporate headquarters expense (175)
------------
Loss before income taxes and
extraordinary item $ 6,993
============
ASSETS
Total assets for reportable segments $ 88,367
Net assets of discontinued operations held for sale 44,250
Corporate headquarters 3,775
------------
Total consolidated assets $ 136,392
============
50
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NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE M - INDUSTRY SEGMENTS (CONTINUED)
OTHER SIGNIFICANT ITEMS
SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS
---------- ------------ ----------
Interest expense $ 2,604 $ (1,760) $ 844
Expenditures for segment assets 13,842 99 13,941
Depreciation and amortization 3,826 134 3,960
GEOGRAPHIC INFORMATION
LONG-LIVED
REVENUES ASSETS
---------- ----------
United States $ 46,581 $ 67,353
Canada 13,350 2,281
Mexico 342 -
------------- --------------
Total $ 60,273 $ 69,634
============= ==============
NOTE N - EMPLOYEE BENEFIT PLANS
The Company has a deferred compensation plan for substantially all employees of
the Company. Company contributions are voluntary and are established as a
percentage of each participant's salary. Company contributions to the deferred
compensation plan were $16,000, $271,000 and $323,000 in 1998, 1999 and 2000,
respectively.
In 1997, the Company adopted a stock option plan which provides for the grant of
non-qualified stock options to employees, officers, directors, consultants and
independent contractors; as well as for the grant to employees of qualified
stock options (the "Plan"). The Plan has a ten-year term. Under the 1997 plan,
700,000 shares of the Company's common shares have been reserved for issuance.
The Plan is administered by the Compensation Committee of the Board of
Directors, which has the authority, subject to certain limitations, to grant
options and to establish the terms and conditions for vesting and exercise
thereof. The exercise price of incentive stock options may be no less than the
fair market value of the common stock on the date of grant. The exercise price
of non-qualified options is required to be no less than 85% of the fair market
value of the common stock on the date of grant. The terms of the options may not
exceed ten years from the date of grant.
The Company accounts for the Plan under APB Opinion No. 25, "Accounting for
Stock Issued To Employees," and related interpretations. Accordingly, no
compensation cost has been recognized the Plan. Had compensation cost for the
Plan been determined based on the fair value at the grant dates for awards under
the Plan consistent with the method of SFAS Statement 123, "Accounting for Stock
Based Compensation," the Company's net earnings and earnings per share would
have been reduced to the Proforma amounts indicated below for the year ended
December 31, 2000, 1999 and 1998 (in thousands, except per share data):
51
52
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE N - EMPLOYEE BENEFIT PLANS (CONTINUED)
1998 1999 2000
---- ---- ----
Net earnings As reported $ 4,978 $ 6,761 $ 10,792
Pro forma $ 4,710 $ 6,219 $ 10,431
Basic earnings per share As reported $ .70 $ .94 $ 1.52
Pro forma $ .66 $ .87 $ 1.47
Diluted earnings per share As reported $ .68 $ .87 $ 1.49
Pro forma $ .64 $ .80 $ 1.44
A summary of the status of the Plan as of December 31, 2000, 1999 and the
changes during the year ended December 31, 1998, 1999 and 2000 is presented
below:
WEIGHTED
AVERAGE
EXERCISE
SHARES PRICE
---------- ------------
Outstanding January 1, 1998 - -
Granted 301,250 $ 6.14
-------
Outstanding at December 31, 1998 301,250 $ 6.14
======= ==========
Granted 226,250 $ 12.06
Exercised (10,000) $ 6.23
Forfeited (50,000) $ 6.05
-------
Outstanding at December 31, 1999 467,500 $ 7.97
======= ==========
Granted 197,000 $ 7.23
Forfeited (103,500) $ 10.35
--------
Outstanding at December 31, 2000 561,000 $ 8.14
======= ==========
Options exercisable as of December 31, 1999 were 42,500 shares at an average
exercise price of $11.53. The range of prices was $6.05 to 13.55. Options
exercisable as of December 31, 2000 were 155,000 shares at an average exercise
price of $8.14. The range of exercise prices was $6.05 to $13.55. The weighted
average contractual life of options outstanding at December 31, 2000 was 5.0
years.
52
53
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE N - EMPLOYEE BENEFIT PLANS (CONTINUED)
Fair values of options granted were determined using the Black-Scholes option
pricing model based on the assumptions of 5.2%, 6.5% and 5.9% risk-free interest
rate for 1998, 1999 and 2000, no dividend yield, expected life of 5 years and
expected volatility of 63.24%, 53.28% and 57.47%, for 1998, 1999 and 2000. The
weighted average fair value of options granted were $6.47, $10.08 and $5.29
during 1998, 1999 and 2000.
NOTE O - EXTRAORDINARY ITEM
The Company completed the discounted prepayment of unsecured subordinated
promissory notes (the "Notes") payable to DCT, Inc. and an officer of NMP on
December 17, 1998. The Notes, which were due November 1, 2001 and had an
aggregate principal face amount of approximately $10.1 million, were prepaid at
a agreed upon amount of $9.7 million including accrued interest. The Notes were
prepaid substantially through proceeds from the Junior Notes (Note E) and a loan
to the Company from the Company's Chief Executive Officer.
During 2000, the Company extinguished $6.376 million of its 6% convertible
debentures for an agreed upon amount of $6.411 million. In addition, the Company
wrote off $.304 million in deferred financing costs, net of income taxes.
NOTE P - SUBSEQUENT EVENT
On February 16, 2001 the Company acquired a 49% interest in S.E.T. Steel, Inc.
("SET") for $3.0 million. Contemporaneously with the SET Acquisition, the
Company, transferred all of the capital stock of NMPM and NMF to SET for a $27.2
million note.
NOTE Q - RESTRUCTURING CHARGE
During the fourth quarter of 2000 the Company recorded a $3.938 million
restructuring charge for its planned plant consolidation program within the
Company's metals processing group. The charge is included in accrued liabilities
and is a component of selling, general and administrative expense. The charge
includes approximately $1.2 million for the carrying costs of owned facilities
to be sold and expenses related to exiting leases. The charge also includes
approximately $2.3 million for the write-off of leasehold improvements within
leased facilities and the writedown of owned facilities to reflect anticipated
market values. The consolidation is anticipated to be completed by December 31,
2001.
53
54
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1998, 1999 AND 2000
- --------------------------------------------------------------------------------
NOTE R - UNAUDITED QUARTERLY RESULTS OF OPERATIONS (IN THOUSANDS EXCEPT PER
SHARE DATA)
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
2000 2000 2000 2000
------------ ------------- -------- ----------
QUARTER ENDED
Net sales ....................... $ 35,126 $ 26,320 $ 23,271 $ 25,064
Cost of sales ................... 28,234 20,311 16,118 17,013
---------- ---------- ---------- ----------
Gross profit .................... $ 6,892 $ 6,009 $ 7,153 $ 8,051
========== ========== ========== ==========
Net earnings applicable to common
stock ........................... $ (3,272) $ (647) $ 1,726 $ 12,985
Basic income per common share
Continuing operations ........... $ (0.48) $ 0.06 $ 0.24 $ 0.32
Extraordinary item .............. $ -- $ 0.01 $ -- $ (0.06)
Discontinued operations ......... $ -- $ (0.16) $ -- $ 1.53
---------- ---------- ---------- ----------
$ (0.48) $ (0.09) $ 0.24 $ 1.79
========== ========== ========== ==========
Diluted income per common share
Continuing operations ........... $ (0.49) $ 0.06 $ 0.23 $ 0.29
Extraordinary item .............. $ -- $ 0.01 $ -- $ (0.05)
Discontinued operations ......... $ -- $ (0.16) $ -- $ 1.42
---------- ---------- ---------- ----------
$ (0.49) $ (0.09) $ 0.23 $ 1.66
========== ========== ========== ==========
DECEMBER 31, SEPTEMBER 30, JUNE 30, MARCH 31,
QUARTER ENDED 1999 1999 1999 1999
------------- ------------- ---------- ------------
Net sales ....................... $ 22,304 $ 20,645 $ 21,327 $ 20,990
Cost of sales ................... 14,938 14,379 13,847 13,274
---------- ---------- ---------- ----------
Gross profit .................... $ 7,366 $ 6,266 $ 7,480 $ 7,716
========== ========== ========== ==========
Net earnings applicable to common
stock ........................... $ 397 $ 1,263 $ 2,291 $ 2,810
========== ========== ========== ==========
Basic income per commons share
Continuing operations ........... $ 0.26 $ 0.21 $ 0.26 $ 0.28
Extraordinary item .............. $ -- $ -- $ -- $ --
Discontinued operations.......... $ (0.21) $ (0.03) $ 0.06 $ 0.11
---------- ---------- ---------- ----------
$ 0.05 $ 0.18 $ 0.32 $ 0.39
========== ========== ========== ==========
Diluted income per common share
Continuing operations ........... $ 0.21 $ 0.21 $ 0.23 $ 0.27
Extraordinary item .............. $ -- $ -- $ -- $ --
Discontinued operations ......... $ (0.17) $ (0.03) $ 0.06 $ 0.10
---------- ---------- ---------- ----------
$ 0.04 0.18 $ 0.29 $ 0.37
========== ========== ========== ==========
54
55
PART III
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Incorporated by reference from the information under the caption "Item 1:
Election of Directors" in the 2001 Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION.
Incorporated by reference from the information under the captions
"Executive Compensation and Other Information," "Report of the Compensation
Committee on Executive Compensation" and "Performance Graph" in the 2001 Proxy
Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
Incorporated by reference from the information under the captions "Voting
Rights and Requirements" and "Common Stock Ownership of Certain Beneficial
Owners and Management" in the 2001 Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Incorporated by reference from the information under the caption "Certain
Transactions" in the 2001 Proxy Statement.
55
56
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) Financial Statements [Filed under Item 8 above.]
Financial Statement Schedules
Not applicable.
Exhibits
4.1** Indenture between Noble International, Ltd. and American Stock
Transfer & Trust Company dated as of July 23, 1998.
10.45* Form of Non-Compete Agreement between Utilase, Inc. and James
Bronce Henderson III.
10.46* Form of Non-Compete Agreement between the Company and Jeffrey A.
Moss.
10.47* Form of Non-Compete Agreement between Utilase, Inc. and DCT, Inc.
10.48* Employment Agreement dated April 7, 1997 between Utilase, Inc.
and John K. Baysore.
10.49* Registration Rights Agreement dated April 7, 1997 among the
Company, Utilase, Inc., James Bronce Henderson III and Jeffrey A.
Moss.
10.51** Share Purchase Agreement between Triam Automotive, Inc. and
Tiercon Holdings, Inc. dated July 2, 1998.
10.52** Agreement Amending the Share Purchase Agreement by and between
Magna International, Inc. and Tiercon Holdings, Inc. dated July
24, 1998.
10.53** Stock Purchase Agreement among Noble International, Ltd., Noble
Canada, Inc., Tiercon Holdings, Inc. and Wrayter Investments,
Inc. dated July 24, 1998.
10.54** Share Exchange Agreement among Noble International, Ltd., Noble
Canada Holdings, Limited, Noble Canada, Inc., and Wrayter
Investments, Inc. dated July 24, 1998.
10.55** Registration Rights Agreement among Noble International, Ltd. and
Wrayter Investments, Inc. dated July 24, 1998.
10.56** Registration Rights Agreement executed and delivered by Noble
International, Ltd. in favor of the Holders of Debentures and
Registrable Securities dated July 23, 1998.
10.57*** Stock Exchange Agreement by and among Noble Metal Technologies,
Inc., Noble International, Ltd., Utilase, Inc., Noble Metal
Products, Inc. and Utilase Production Process, Inc. effective as
of March 31, 1998.
56
57
PART IV
10.58*** Stock Exchange Agreement by and among Noble Components & Systems,
Inc., Noble International, Ltd., Prestolock International, Ltd.,
Cass River Coatings, Inc. d/b/a Vassar Industries, Monroe
Engineering Products, Inc., and Skandy Corp. effective as of
March 31, 1998.
10.59**** Stock Purchase Agreement among Noble International, Ltd., Noble
Canada II, Inc., Centrifugal Coaters, Inc., Wrayter Investments,
Inc., Roynat, Inc., Crosbie & Company, Inc., First Ontario Labour
Sponsored Investment Fund, Ltd., 659730 Ontario, Inc. and Robert
J. Blake, Jr. dated September 8, 1998.
10.60**** Share Exchange Agreement among Noble International, Ltd., Noble
Canada Holdings, II, Limited, Noble Canada II, Inc., Wrayter
Investments, Inc. and Robert Blake, Jr. dated October 1, 1998.
10.61**** First Amendment to Registration Rights Agreement among Noble
International, Ltd., Wrayter Investments, Inc. and Robert Blake,
Jr. dated October 1, 1998.
10.62**** Asset Purchase Agreement by and among Noble International, Ltd.,
Utilase Blank Welding Technologies, Inc., H&H Steel Processing
Company, Inc., Terry Hill and Robert G. Kreiling dated September
30, 1998.
10.63+ Amended and Restated Share Purchase Agreement among Noble
International, Ltd. and Noble Components & Systems, Inc. and
1391295 Ontario Limited and Tiercon Holdings US, Inc. dated
December 24, 1999.
10.64++ Stock Purchase Agreement among Noble International Ltd., Noble
Holdings, Inc. and DSI Holdings, Inc., Stephen Ray Savant, Cyril
Ray Yates, Christopher Michael Cassels, James Christopher
Delahoussaye, Kevin DeVaughn, Larry Browne and Herbert H. Fields
dated July 21, 2000.
10.65+++ Stock Purchase Agreement among Noble Holdings, Ltd., Assured
Transportation & Delivery, Inc. Central Transportation &
Delivery, Inc., Behnam Haeri & Bart Bement dated September 6,
2000.
10.67++++ Asset Purchase Agreement among Monroe Engineering, Products,
Inc., Pro Motor Products, Inc. and John Pfanstiehl dated December
16, 2000.
10.68 # Stock Purchase Agreement among Noble International, Ltd., S.E.T.
Steel, Inc., and Sid E. Taylor dated February 16, 2001.
10.69## Stock Purchase Agreement among Noble International, Ltd. Noble
Technologies, Inc., Noble Metal Processing, Inc. and S.E.T.
Steel, Inc. dated February 16, 2001.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Certified Public Accountants.
- ---------------
* Incorporated herein by reference to the Company's Registration Statement on
Form S-1 (Reg. No. 333-27149).
57
58
** Incorporated herein by reference to the Company's Current Report on Form
8-K filed August 10, 1998.
*** Incorporated herein by reference to the Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1998 and filed on May 14, 1998.
**** Incorporated herein by reference to the Company's Current Report on Form
8-K filed October 16, 1998.
+ Incorporated herein by reference to the Company's current report on Form
8-K filed January 10, 2000.
++ Incorporated herein by reference to the Company's current report on Form
8-K filed August 1, 2000.
+++ Incorporated herein by reference to the Company's current report on Form
8-K filed September 6, 2000.
++++ Incorporated herein by reference to the Company's current report on Form
8-K dated February 23, 2001.
# Incorporated herein by reference to the Company's current report on Form
8-K filed on March 1, 2001.
(b) Reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Dated: March 30, 2001 NOBLE INTERNATIONAL, LTD.
By: /S/ ROBERT J. SKANDALARIS
-------------------------------------------
Robert J. Skandalaris, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert J. Skandalaris and Michael C.
Azar, his attorneys-in-fact, each with the power of substitution, for him in any
and all capacities, to sign any amendments to this Report on Form 10-K, and to
file the same, with Exhibits thereto and other documents in connection therewith
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorneys-in-fact, or substitute or substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the persons on behalf of the Registrant in the
capacities and on the dates indicated.
58
59
/S/ ROBERT J. SKANDALARIS March 30, 2001
- -----------------------------------------------------
Robert J. Skandalaris, Chairman of the
Board, President and Chief Executive Officer
(Principal Executive Officer)
/S/ MARK T. BEHRMAN March 30, 2001
- -----------------------------------------------------
Mark T. Behrman, Director
/S/ LEE M. CANAAN March 30, 2001
- -----------------------------------------------------
Lee M. Canaan, Director
/S/ STUART I. GREENBAUM March 30, 2001
- --------------------------------------------------
Stuart I. Greenbaum, Director
/S/ DANIEL J. MCENROE March 30, 2001
- -----------------------------------------------------
Daniel J. McEnroe, Director
/S/ JONATHAN P. RYE March 30, 2001
- -----------------------------------------------------
Jonathan Rye, Director
/S/ ANTHONY R. TERSIGNI March 30, 2001
- -----------------------------------------------------
Anthony R. Tersigni, Director
59
60
Exhibit Index
-------------
Exhibit No. Description
- ----------- -----------
21.1 Subsidiaries of the Registrant.
23.1 Consent of Independent Certified Public Accountants.