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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[ X ] QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended SEPTEMBER 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
------------------- -------------------
Commission File Number: 001-13581
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NOBLE INTERNATIONAL, LTD.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3139487
------------------------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
28213 Van Dyke Road, Warren, MI 48093
---------------------------------------
(Address of principal executive offices)
(Zip Code)
(586) 751-5600
--------------
(Registrant's telephone number, including area code)
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
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 whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
---- ----
The number of shares of the registrant's common stock, $.001 par value,
outstanding as of November 5, 2003 was 7,824,540
1
NOBLE INTERNATIONAL, LTD.
FORM 10-Q INDEX
This report contains statements (including certain projections and
business trends) accompanied by such phrases as "assumes," "anticipates,"
"believes," "expects," "estimates," "projects," "will" and other similar
expressions, that are "forward looking statements" as defined in the Private
Securities Litigation Reform Act of 1995. Statements regarding future operating
performance, new programs expected to be launched and other future prospects and
developments are based upon current expectations and involve certain risks and
uncertainties that could cause actual results and developments to differ
materially. Potential risks and uncertainties include such factors as demand for
the company's products, pricing, the company's growth strategy, including its
ability to consummate and successfully integrate future acquisitions, industry
cyclicality and seasonality, the company's ability to continuously improve
production technologies, activities of competitors and other risks detailed in
the company's Annual Report on Form 10-K for the year ended December 31, 2002
and other filings with the Securities and Exchange Commission. These forward
looking statements are made only as of the date hereof.
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION....................................................................................3
ITEM 1: FINANCIAL STATEMENTS..................................................................................3
Consolidated Balance Sheets as of September 30, 2003 (unaudited) and December 31, 2002......................3
Consolidated Statements of Operations (unaudited) for the Three Month and Nine Month Periods Ended
September 30, 2003 and 2002.................................................................................4
Consolidated Statements of Cash Flows (unaudited) for the Nine Month Periods Ended September 30, 2003 and
2002........................................................................................................5
Consolidated Statements of Comprehensive Income (unaudited) for the Three Month and Nine Month Periods
Ended September 30, 2003 and 2002...........................................................................6
Notes to Consolidated Interim Financial Statements (unaudited)..............................................7
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................13
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK...........................................17
ITEM 4: DISCLOSURE CONTROLS AND PROCEDURES...................................................................17
PART II - OTHER INFORMATION......................................................................................18
ITEM 1: LEGAL PROCEEDINGS....................................................................................18
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS............................................................18
ITEM 3: DEFAULTS UPON SENIOR SECURITIES......................................................................18
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................................................18
ITEM 5: OTHER INFORMATION....................................................................................18
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.....................................................................18
2
PART I: FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
SEPTEMBER 30, DECEMBER 31,
2003 2002
(unaudited)
-------------- ------------
ASSETS
Current Assets:
Cash and cash equivalents $ 807 $ 1,154
Accounts receivable, trade - net 35,527 22,992
Note receivable, short term 1,842 -
Inventories 13,899 9,363
Deferred income taxes 7,342 6,217
Income taxes refundable 250 250
Prepaid and other 4,616 2,555
--------- ---------
Total Current Assets 64,283 42,531
Property, Plant & Equipment, net 47,152 47,762
Other Assets:
Goodwill, net 15,690 15,690
Covenants not to compete, net 233 383
Note receivable, long term 3,583 -
Other assets, net 10,391 10,487
--------- ---------
Total Other Assets 29,897 26,560
Assets Held for Sale 4,658 13,098
--------- ---------
TOTAL ASSETS $ 145,990 $ 129,951
========= =========
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 26,091 $ 19,830
Accrued liabilities 6,063 5,685
Current maturities of long-term debt 15,067 8,414
Income taxes payable 2,725 -
--------- ---------
Total Current Liabilities 49,946 33,929
Long-Term Liabilities:
Deferred income taxes 2,029 2,006
Convertible subordinated debentures 9,021 16,037
Long-term debt, excluding current maturities 38,210 33,234
--------- ---------
Total Long-Term Liabilities 49,260 51,277
Liabilities Held for Sale - 2,684
STOCKHOLDERS' EQUITY
Common stock 9 9
Additional paid-in capital 33,389 32,874
Retained earnings 13,363 9,755
Accumulated comprehensive income (loss), net 23 (577)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 46,784 42,061
--------- ---------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 145,990 $ 129,951
========= =========
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS
3
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, in thousands, except per share data)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------------- -----------------------------
2003 2002 2003 2002
- ----------------------------------------------------------------------------------------------------------------------------------
NET SALES $ 49,231 $ 31,594 $ 131,276 $ 90,109
Cost of sales 41,933 26,056 110,206 74,476
----------- ----------- ----------- -----------
Gross margin 7,298 5,538 21,070 15,633
Selling, general and administrative expenses 3,269 2,965 9,768 8,218
----------- ----------- ----------- -----------
Operating profit 4,029 2,573 11,302 7,415
Interest income 140 271 504 749
Interest expense (760) (368) (1,803) (774)
Other, net 523 (37) 791 (18)
----------- ----------- ----------- -----------
Earnings from continuing operations before income taxes 3,932 2,439 10,794 7,372
Income tax expense 1,138 443 3,463 2,236
Preferred stock dividends - - - 10
----------- ----------- ----------- -----------
EARNINGS ON COMMON SHARES FROM CONTINUING OPERATIONS 2,794 1,996 7,331 5,126
Discontinued operations:
Earnings (loss) from discontinued operations - (358) (1,182) 77
Extraordinary gain - gain on acquisition, net - 315 - 315
Loss on sale of discontinued operations - - (677) -
----------- ----------- ----------- -----------
Net earnings on common shares $ 2,794 $ 1,953 $ 5,472 $ 5,518
=========== =========== =========== ===========
BASIC EARNINGS PER COMMON SHARE:
EARNINGS PER SHARE FROM CONTINUING OPERATIONS $ 0.36 $ 0.29 $ 0.95 $ 0.76
Earnings (loss) from discontinued operations - (0.05) (0.15) 0.01
Extraordinary gain - 0.05 - 0.05
Loss on sale of discontinued operations - - (0.09) -
----------- ----------- ----------- -----------
Basic earnings per common share $ 0.36 $ 0.29 $ 0.71 $ 0.82
=========== =========== =========== ===========
DILUTED EARNINGS PER COMMON SHARE:
EARNINGS PER SHARE FROM CONTINUING OPERATIONS $ 0.33 $ 0.27 $ 0.88 $ 0.70
Earnings (loss) from discontinued operations - (0.04) (0.13) 0.01
Extraordinary gain - 0.04 - 0.04
Loss on sale of discontinued operations - - (0.08) -
----------- ----------- ----------- -----------
Diluted earnings per common share $ 0.33 $ 0.26 $ 0.67 $ 0.75
=========== =========== =========== ===========
DIVIDENDS PER SHARE DECLARED AND PAID $ 0.08 $ 0.08 $ 0.24 $ 0.24
=========== =========== =========== ===========
Basic weighted average common shares outstanding 7,779,872 6,786,114 7,744,315 6,755,757
Diluted weighted average common shares outstanding 9,056,065 8,088,882 8,963,453 8,078,942
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS
4
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited, in thousands)
NINE MONTHS ENDED
SEPTEMBER 30,
--------------------------
2003 2002
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings from continuing operations $ 7,331 $ 5,136
Adjustment to reconcile net earnings from continuing operations
to net cash provided by (used in) operations
Interest expense related to amortization of fees 421 202
Depreciation of property, plant and equipment 4,923 4,145
Amortization of intangible assets 198 169
Deferred income taxes (1,102) -
Loss (gain) on sale of property and equipment 2 (36)
Changes in assets and liabilities
Decrease (increase) in accounts receivable (12,535) 3,642
Decrease (increase) in inventories (4,536) 157
Increase in prepaid expenses (2,061) (1,920)
Increase in other operating assets (24) (411)
Increase in accounts payable 6,261 3,003
Increase in income taxes payable 2,725 2,144
Increase (decrease) in accrued liabilities 378 (2,391)
-------- --------
Net cash provided by continuing operations 1,981 13,840
Net cash used in discontinued operations (3,316) (6,141)
-------- --------
Net cash provided by (used in) operating activities (1,335) 7,699
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property, plant and equipment (7,822) (11,554)
Proceeds from sale of property, plant and equipment - 7,031
Net proceeds from sale of discontinued operations 5,677 -
Investments - (791)
-------- --------
Net cash used in investing activities (2,145) (5,314)
CASH FLOWS FROM FINANCING ACTIVITIES
Redemption of common stock - (123)
Proceeds from issuance of common stock 515 -
Financing fees (328) -
Preferred dividends declared and paid - (10)
Dividends on common stock declared and paid (1,864) (1,628)
Redemption of preferred stock of subsidiary - (250)
Payments on non-bank debt (270) (147)
Net borrowings on bank debt 4,862 4,436
-------- --------
Net cash provided by financing activities 2,915 2,278
Effect of exchange rate changes on cash 218 (112)
-------- --------
Net decrease (increase) in cash (347) 4,551
Cash at beginning of period 1,154 943
-------- --------
Cash at end of period $ 807 $ 5,494
======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURE
Cash paid for:
Interest $ 2,215 $ 2,787
Taxes 1,561 29
The accompanying notes are an integral part of these consolidated
financial statements
5
NOBLE INTERNATIONAL, LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited, in thousands)
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------- ------------------------
2003 2002 2003 2002
------- ------- ------- -------
Net earnings on common shares $ 2,794 $ 1,953 $ 5,472 $ 5,518
Other comprehensive income, equity adjustment
from foreign currency translation, net (66) (61) 600 (58)
------- ------- ------- -------
Comprehensive income, net $ 2,728 $ 1,892 $ 6,072 $ 5,460
======= ======= ======= =======
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED
FINANCIAL STATEMENTS
6
NOBLE INTERNATIONAL, LTD.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
NOTE A--BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial reporting and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, the financial statements for interim reporting do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments considered necessary for a fair presentation have
been included and such adjustments are of a normal recurring nature.
Results for interim periods should not be considered indicative of
results for a full year. The December 31, 2002 consolidated balance sheet was
derived from audited financial statements, but does not include all disclosures
required by accounting principles generally accepted in the United States of
America. For further information, refer to the consolidated financial statements
and notes thereto included in the company's Annual Report on Form 10-K, as filed
with the Securities and Exchange Commission for the period ended December 31,
2002.
Certain information for fiscal year 2002 related to discontinued
operations has been reclassified to conform to the current year presentation.
Discontinued operations include the Company's logistics business for the three
and nine-month periods ended September 30, 2003 and the Company's logistics and
heavy equipment businesses for the three and nine-month periods ended September
30, 2002.
The accompanying consolidated financial statements as of September 30,
2003 and for the year ended December 31, 2002, include Noble International, Ltd.
and its wholly-owned subsidiaries, Noble Component Technologies ("NCT"); Monroe
Engineering Products, Inc. ("Monroe"), Noble Metal Processing, Inc. ("NMP"),
Noble Land Holdings, Inc. ("Land Holdings"), Noble Manufacturing Group, Inc.
("NMG"), Noble Metal Processing Canada, Inc. ("NMPC"), Noble Metal Processing --
Kentucky, LLC ("NMPK"), Pro Motorcar Products, Inc. ("PMP"), Pro Motorcar
Distribution, Inc. ("PMD"), Noble Logistic Services, Inc. ("NLS-CA" and
"NLS-TX"), and Noble Construction Equipment, Inc. ("NCE"), (collectively,
"Noble" or the "Company") from the date of acquisition to the date of
disposition, if applicable.
On March 21, 2003, the Company completed the sale of its logistics
group for approximately $11.1 million in cash and notes as well as the
assumption of substantially all payables and liabilities. The transaction
included cash of $2.0 million at closing, two short-term notes totaling
approximately $5.1 million, a $1.5 million three-year amortizing note and a $2.5
million five-year amortizing note. The two long-term notes bear an annual
interest rate of 4.5% and will be repaid in equal monthly installments. The
notes are secured by the stock of the buyer in the entities purchased. On August
14, 2003 the Company and the issuer of the short-term notes amended the
repayment terms of the remaining balance on the short-term notes. The amended
terms provide for repayment of the short-term notes by July 31, 2004 and for
payment of interest on the outstanding balance at an annual rate of 7%. As of
September 30, 2003 the company has received approximately $5.7 in proceeds from
the sale of the logistics business, including $2.0 million at closing and $3.7
million in payments on the notes. As of September 30, 2003, the balance on the
short-term and long term notes was $5.4 million.
7
The results for the logistics group included in discontinued operations
for the nine-month periods ended September 30, 2003 and 2002 (in thousands) are
as follows:
2003 2002
-------- --------
Revenue $ 14,800 $ 49,499
Pre tax loss (1,784) (920)
The results for the nine-month period ended September 30, 2003 reflects
the results of the the Company's logistics business through disposition date as
well as subsequent trailing expenses. In addition to the amounts in the table
above, the nine-month period ended September 30, 2002 for discontinued
operations includes the results from the Company's heavy equipment group which
had revenue of $34.1 million and pretax profit of $1.1 million.
On July 31, 2003, the Company entered into a Fourth Amended and
Restated Credit Agreement with Comerica Bank. Pursuant to the amendment, the
expiration of the credit facility was extended to July 2006, the facility was
increased to $55.0 million from $48.0 million and two participating banks were
added. The amended credit facility is comprised of a $25.0 million revolving
line of credit with no borrowing base formula and a $30.0 million term loan. The
term loan requires quarterly principal payments of $1.1 million. The credit
facility is subject to customary financial and other covenants including, but
not limited to, limitations on consolidations, mergers and sales of assets, and
bank approval on acquisitions by the Company over $15.0 million. All other terms
remain substantially the same.
On August 1, 2003 SET Enterprises, Inc. ("SET") completed its
acquisition of Michigan Steel Processing, Inc. ("MSP"), a subsidiary of Sumitomo
Corporation of America ("SCOA"). As part of the transaction, SCOA contributed
100% of the common stock of MSP in exchange for 45% of the common stock of SET.
In addition, the Company reduced its guarantee of SET's senior debt from $10.0
million to $3.0 million for a period of one year, after which the guarantee will
be eliminated, provided SET is in compliance with the terms of its credit
facility. The Company exchanged its $7.6 million non-convertible, non-voting
preferred stock investment in SET for $7.6 million in Series A non-convertible,
non-voting preferred stock which provides an 8% annual dividend, and is
non-redeemable by the Company. The preferred stock is redeemable by the issuer
at its option. In connection with the transaction, the Company was issued 4% of
the outstanding common stock of SET Enterprises for which it paid no
consideration. The receipt of the 4% common stock was recorded on the Company's
books based upon management estimates and analysis of its fair value.
During the three month period ended September 30, 2003 the Company
reclassified certain real estate property with a book value of $3.9 million into
"Assets Held For Sale" on the consolidated balance sheet. The properties were
valued at the anticipated sales price less costs to dispose. As of September 30,
2003, real estate held for sale had a book value, net of accumulated
depreciation, of $4.7 million.
Basic earnings per share ("EPS") is computed by dividing income
available to common stockholders by the weighted average number of common shares
outstanding for the period. Calculation of diluted EPS assumes the exercise of
common stock options and warrants, when dilutive, and the impact of restricted
stock and the assumed conversion of convertible debt, when dilutive. The
following tables, required by SFAS 128, reconcile the numerator and denominator
to calculate basic and diluted EPS from continuing operations for the three and
nine-month periods ended September 30, 2003 and 2002 (in thousands, except share
and per share amounts; per share amounts are subject to rounding).
8
Three months ended September 30,
-------------------------------------------------------------------------------------
2003 2002
----------------------------------------- ----------------------------------------
Net Earnings Shares Per share Net Earnings Shares Per share
(Numerator) (Denominator) Amounts (Numerator) (Denominator) Amounts
------------- ------------- ---------- ------------ ------------- -----------
Basic earnings per common share
Earnings on common shares from
continuing operations $ 2,794 7,779,872 $ 0.36 $ 1,996 6,786,114 $ 0.29
Effect of dilutive securities:
Contingently issuable shares 28,737 - 27,737 -
Convertible debentures 181 1,120,489 (0.02) 187 1,125,590 (0.02)
Warrants - - 16,988 -
Stock Options - 126,967 (0.01) - 132,453 (0.01)
--------- --------- ---------- --------- --------- ----------
Earnings on common shares from continuing
operations assuming dilution $ 2,975 9,056,065 $ 0.33 $ 2,183 8,088,882 $ 0.27
========= ========= ========== ========= ========= ==========
Nine months ended September 30,
2003 2002
-------------------------------------------------------------------------------------
Net Earnings Shares Per share Net Earnings Shares Per share
(Numerator) (Denominator) Amounts (Numerator) (Denominator) Amounts
------------- ------------- ----------- ------------ ------------- -----------
Basic earnings per common share
Earnings on common shares from
continuing operations $ 7,331 7,744,315 $ 0.95 $ 5,126 6,755,757 $ 0.76
Effect of dilutive securities:
Contingently issuable shares 24,368 - 27,737 -
Convertible debentures 540 1,120,489 (0.06) 548 1,125,590 (0.04)
Warrants - - 13,771 -
Stock Options - 74,281 (0.01) - 156,087 (0.02)
--------- --------- ---------- --------- --------- ----------
Earnings from continuing operations per
common share assuming dilution $ 7,871 8,963,453 $ 0.88 $ 5,674 8,078,942 $ 0.70
========= ========= ========== ========= ========= ==========
The Company has adopted the disclosure-only provisions of Statement of
Financial Accounting Standard ("SFAS") 123, Accounting for Stock-Based
Compensation, and SFAS 148, Accounting for Stock-Based Compensation --
Transition and Disclosure. As allowed by SFAS 123, the Company has elected to
continue to follow APB Opinion No. 25 in accounting for its stock option plans.
Accordingly, no compensation cost has been recognized under the Company's
stock-based compensation plan (the "Plan"). Had compensation cost been
determined based on the fair value at the grant dates for awards under the Plan
utilizing the Black-Scholes option pricing model, the Company's net earnings and
earnings per share would have been reduced to the pro forma amounts indicated
below for the three and nine-month periods ended September 30, 2003 and 2002 (in
thousands, except per share data):
9
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
2003 2002 2003 2002
---------------------------------------------------------------
Net earnings on common shares from continuing operations
As reported $ 2,794 $ 1,996 $ 7,331 $ 5,126
Less: Total employee stock option expense under the
fair value method, net of related tax effects 51 79 152 237
--------- --------- --------- ---------
Pro forma 2,743 1,917 7,179 4,889
Basic earnings per share from continuing operations
As reported $ 0.36 $ 0.29 $ 0.95 $ 0.76
Pro forma 0.35 0.28 0.93 0.72
Diluted earnings per share from continuing operations
As reported $ 0.33 $ 0.27 $ 0.88 $ 0.70
Pro forma 0.32 0.26 0.86 0.67
NOTE B-INVENTORIES
Inventories as of September 30, 2003 and December 31, 2002 consisted of
the following (in thousands):
September 30, 2003 December 31, 2002
------------------ -----------------
Raw materials and purchased parts $ 5,632 $ 3,925
Work in process 3,960 2,346
Finished goods 4,300 3,011
7 81
------- -------
Other
Total Inventory $13,899 $ 9,363
======= =======
NOTE C-INDUSTRY SEGMENTS
The Company classifies its continuing operations into two industry
segments based on product type: automotive and distribution. In its automotive
segment, as a Tier I and Tier II supplier, the Company provides prototype
design, engineering, laser welding of tailored blanks and other laser welding
and cutting services of automotive components for major OEMs and Tier I
automotive suppliers. The Company's automotive manufacturing facilities have
been awarded both QS-9000 and ISO-14001 certifications. The distribution segment
distributes tooling components, including adjustable handles, hand wheels,
plastic knobs, levers, handles, hydraulic clamps, drills, jigs, paint
measurement and tint meter gauges, quick drying UV lamps, and other products
directly to customers as well as through a network of distributors.
Transactions between the automotive and distribution segments, as well
as with corporate headquarters, have been eliminated in the consolidated
financial statements. There are no inter-segment sales. Interest expense is
allocated to each operating segment based on the segment's actual borrowings
from the Company, 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.
10
Selected information regarding the Company's operations by business
segment and geography for the three months and nine months ended September 30,
2003 and September 30, 2002 follow (in thousands):
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
------------------ ------------------
Segment Segment
Automotive Distribution Totals Automotive Distribution Totals
---------- ------------ --------- ---------- ------------ ---------
FOR THE THREE MONTHS ENDED:
Revenues from external customers $ 48,041 $ 1,190 $ 49,231 $ 30,559 $ 1,035 $ 31,594
Interest expense 403 20 423 464 21 485
Depreciation and amortization 1,674 52 1,726 1,437 26 1,463
Segment profit pre-tax 4,566 119 4,685 2,188 148 2,336
Segment assets 107,896 7,665 115,561 84,146 7,901 92,047
Expenditure for segment assets 1,275 19 1,294 2,417 7 2,424
FOR THE NINE MONTHS ENDED:
Revenues from external customers $ 127,702 $ 3,574 $ 131,276 $ 86,840 $ 3,269 $ 90,109
Interest expense 1,205 67 1,272 1,195 72 1,267
Depreciation and amortization 4,877 127 5,004 4,028 69 4,097
Segment profit pre-tax 13,082 407 13,489 6,519 650 7,169
Segment assets 107,896 7,665 115,561 84,146 7,901 92,047
Expenditure for segment assets 7,710 88 7,798 11,340 23 11,363
RECONCILIATION TO CONSOLIDATED AMOUNTS
THREE MONTHS ENDED: NINE MONTHS ENDED:
------------------------ -----------------------
9/30/03 9/30/02 9/30/03 9/30/02
---------- --------- ---------- --------
EARNINGS
Total earnings from reportable segments $ 4,685 $ 2,336 $ 13,489 $ 7,169
Unallocated corporate headquarters expense (753) 103 (2,695) 203
---------- --------- --------- ----------
Earnings from continuing operations before income taxes $ 3,932 $ 2,439 $ 10,794 $ 7,372
========== ========= ========== ==========
ASSETS
Total assets for reportable segments $ 115,561 $ 92,047 $ 115,561 $ 92,047
Corporate headquarters 25,771 21,132 25,771 21,132
Assets held for sale 4,658 52,356 4,658 52,356
---------- --------- --------- ----------
Total consolidated assets $ 145,990 $ 165,535 $ 145,990 $ 165,535
========== ========= ========== ==========
11
OTHER SIGNIFICANT ITEMS
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
------------------ ------------------
SEGMENT CONSOLIDATED SEGMENT CONSOLIDATED
TOTALS ADJUSTMENTS TOTALS TOTALS ADJUSTMENTS TOTALS
------- ----------- ------------ ------- ----------- ------------
FOR THE THREE MONTHS ENDED:
Interest expense $ 423 $ 337 $ 760 $ 485 $ (117) $ 368
Expenditure for segment assets 1,294 1 1,295 2,424 10 2,434
Depreciation and amortization 1,726 25 1,751 1,463 61 1,524
FOR THE NINE MONTHS ENDED:
Interest expense $ 1,272 $ 531 $ 1,803 $ 1,267 $ (493) $ 774
Expenditure for segment assets 7,798 24 7,822 11,363 191 11,554
Depreciation and amortization 5,004 117 5,121 4,097 217 4,314
GEOGRAPHIC INFORMATION
SEPTEMBER 30, 2003 SEPTEMBER 30, 2002
------------------ ------------------
LONG-LIVED LONG-LIVED
REVENUES ASSETS REVENUES ASSETS
-------- -------- -------- --------
FOR THE THREE MONTHS ENDED:
United States $ 41,133 $ 59,676 $ 24,161 $ 61,964
Canada 8,088 3,399 7,425 1,447
Other 10 - 8 -
-------- -------- -------- --------
Total $ 49,231 $ 63,075 $ 31,594 $ 63,411
======== ======== ======== ========
FOR THE NINE MONTHS ENDED:
United States $104,628 $ 59,676 $ 67,766 $ 61,964
Canada 26,578 3,399 22,303 1,447
Other 70 - 40 -
-------- -------- -------- --------
Total $131,276 $ 63,075 $ 90,109 $ 63,411
======== ======== ======== ========
NOTE D - RESTRUCTURING RESERVE
The Company adopted SFAS 146 on January 1, 2003. SFAS 146, Accounting
for Costs Associated with Exit or Disposal Activities, requires a company to
record a liability for costs associated with an exit activity, at fair value,
only when a liability is incurred. Accordingly, the Company recorded as an
expense in selling, general and administrative and in accrued liabilities a
pre-tax restructuring charge of $0.65 million in March 2003 related to
organizational changes and headcount reductions. As of September 30, 2003
payments related to the reserve totaled $0.36 million; an adjustment to the
accrual was made in the amount of $0.09 million; and as of September 30, 2003
the outstanding balance of the restructuring reserve was $0.2 million. The
Company expects to complete payment of the reserve by May 31, 2004.
NOTE E - ACCOUNTING PRONOUNCEMENTS
In November 2002, FASB issued Interpretation 45 (FIN 45), Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others. FIN 45 requires that a guarantor
recognize, at the inception of a guarantee, a liability for the fair value of
the obligation undertaken in issuing the guarantee. FIN 45 also requires
additional disclosure by a guarantor in its interim and annual financial
statements about its obligations under certain guarantees. The initial
recognition and measurement provisions of FIN 45 are applicable for guarantees
issued or modified after December 31, 2002. The disclosure requirements of FIN
45 are effective for financial statements of interim or annual periods ended
after December 15, 2002. The Company guarantees senior bank
12
indebtedness of SET Enterprises, Inc. in the amount of $3.0 million. The Company
would be required to perform under the guarantee if SET was unable to repay or
renegotiate its credit facility. The maximum amount the Company would be
required to pay is $3.0 million. The Company does not currently carry a
liability for this guarantee. The guarantee is unsecured and the Company would
be entitled to the proceeds from any liquidation after the senior debt lender
had been paid in full.
In January 2003, FASB issued Interpretation 46 (FIN 46), Consolidation
of Variable Interest Entities. In general, a variable interest entity is a
corporation, partnership, trust, or any other legal structure used for business
purposes that either (a) does not have equity investors with voting rights or
(b) has equity investors that do not provide sufficient financial resources for
the entity to support its activities. Interpretation 46 requires a variable
interest entity to be consolidated by a company if that company is subject to a
majority of the risk of loss from the variable interest entity's activities or
is entitled to receive a majority of the entity's residual return or both. The
consolidation requirements of Interpretation 46 apply immediately to variable
interest entities created after January 31, 2003. The consolidation requirements
apply to older entities in the first fiscal year or interim period beginning
after September 15, 2003. Certain of the disclosure requirements apply in all
financial statements issued after January 31, 2003, regardless of when the
variable interest entity was established. The Company does not believe FIN 46
has any material impact on its financial statements.
In April 2003, FASB issued SFAS 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities. SFAS 149 amends and clarifies
financial accounting and reporting for derivative instruments, including certain
derivative instruments embedded in other contracts and for hedging activities
under SFAS 133. The Company does not believe that adoption of SFAS 149 has any
material impact on its financial statements.
In June 2003, FASB issued SFAS 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS 150
requires that an issuer classify and measure a financial instrument, with
characteristics of both a liability and equity, as a liability (or an asset in
some circumstances). The Company does not believe that adoption of SFAS 150 has
any material impact on its financial statements.
NOTE F -- SUBSEQUENT EVENTS
On October 17, 2003, the Company acquired substantially all of the
assets of Prototube, LLC ("Prototube") from Weil Engineering GmbH ("Weil") and
Global Business Support, LLC ("GBS") for $0.1 million in cash plus the
assumption of $1.2 million in liabilities. Prototube manufactures a variety of
products with applications in the aerospace, automotive, housing, oil and other
industries. Its products are roll formed or stamped from flat steel or a laser
welded blank, then, utilizing a proprietary technology, they are formed into
a tube and laser welded. Prototube's production process allows parts to be
produced in several different shapes including round, rectangular and oval from
various types and thicknesses of steel, as well as aluminum. In addition to
multiple thicknesses of metal, Prototube can create multi-diameter products and
join curved surfaces together by adjusting the output power of the laser.
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
RESULTS OF CONTINUING OPERATIONS
The following management's discussion and analysis of financial
condition and results of operations ("MD&A") should be read in conjunction with
the MD&A section included in our Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission, for the year ended December 31, 2002.
Net Sales. Net sales for the three months ended September 30, 2003 were
$49.2 million, an increase of $17.6 million, or 55.8%, compared to the same
period in 2002. For the nine month period
13
ended September 30, 2003 net sales increased by $41.2 million, or 45.7%, to
$131.3 million from $90.1 million in the same period in 2002. The increase in
revenues is attributable primarily to higher production volumes on certain
vehicles, higher steel sales and sales from new product launches in the
automotive business.
Cost of Sales. Cost of sales for the three-month period ended September
30, 2003 increased by $15.9 million to $41.9 million, an increase of 60.9%
compared to the same period in 2002. For the nine-month period ended September
30, 2003 cost of sales increased by $35.7 million to $110.2 million, or 48.0%,
from $74.5 million in the same period of 2002. These increases were primarily
the result of increased sales, including increased steel sales. Cost of sales as
a percentage of sales increased to 85.2% in the three-month period ended
September 30, 2003 from 82.5% in the same period in 2002 and to 83.9% from 82.6%
for the nine-month period ended September 30, 2003 compared to the same period
in 2002. This increase in cost of sales as a percentage of net sales is
primarily the result of greater steel purchases in the automotive sector.
Gross Margin. Gross margin increased by $1.8 million, or 31.8%, to $7.3
million for the three months ended September 30, 2003, from $5.5 million for the
comparable period in 2002. For the nine-month period ended September 30, 2003
gross margin increased by $5.4 million, or 34.8%, to $21.1 million from $15.6
million in the same period in 2002. The increase in gross margin was primarily
the result of higher sales in the automotive segment. Gross margin as a
percentage of sales decreased from 17.5% to 14.8% for the three month period and
from 17.4% to 16.1% for the nine month period ended September 30, 2003,
primarily as a result of the increased mix of steel sales to total sales
compared to the same period last year.
Selling, General and Administrative Expenses. Selling, general and
administrative expenses (SG&A) increased by $0.3 million, or 10.3%, to $3.3
million for the three-month period ended September 30, 2003 as compared to $3.0
million in the comparable period of 2002. For the nine-month period ended
September 30, 2003 selling, general and administrative expenses increased by
$1.6 million, or 18.8%, to $9.8 million from $8.2 million in the same period in
2002. As a percentage of net sales, selling, general and administrative expenses
decreased to 6.6% for the three months ended September 30, 2003 from 9.4% for
the same period in 2002; and to 7.4% from 9.1% for the nine months ended
September 30, 2003 compared to the same period in 2002. A major component of the
increase for the nine month period ended September 30, 2003 was the $0.56
million (net of accrual adjustment) restructuring charge incurred in March 2003.
Operating Profit. As a result of the foregoing factors, operating
profit increased $1.4 million, or 56.6%, to $4.0 million for the three-month
period ended September 30, 2003 from $2.6 million for the same period in 2002.
For the nine-month period ended September 30, 2003 operating profit increased by
$3.9 million, or 52.4%, to $11.3 million from $7.4 million in the same period of
2002. Operating profit as a percentage of net sales increased to 8.2% for the
three month period ended September 30, 2003 from 8.1% in the same period of 2002
and increased to 8.6% for the nine month period ended September 30, 2003 from
8.2% in the same period of 2002.
Interest Income. Interest income decreased by $0.1 million, or 48.3% to
$0.1 million for the three-month period ended September 30, 2003 from $0.3
million for the same period in 2002. For the nine-month period ended September
30, 2003 interest income decreased by $0.2 million, or 32.7%, to $0.5 million
from $0.7 million in the same period in 2002. The decrease in interest income
was due to lower balances on interest bearing assets.
Interest Expense. Interest expense increased by $0.4 million to $0.8
million for the three months ended September 30, 2003 from $0.4 million for the
comparable period of 2002. For the nine-month period ended September 30, 2003
interest expense increased by $1.0 million to $1.8 million from $0.8 million in
the same period of 2002. The increase is due to increased borrowing primarily
related to steel purchases and capital expenditures in the automotive group as
well as lower interest expense attributable
14
to discontinued operations in the nine-month period ended September 30, 2003
compared to the same period in 2002.
Other, net. Other, net for the three month period ended September 30,
2003 increased $0.6 million compared to the three month period ended September
30, 2002, and increased $0.8 million for the nine month period ended September
30, 2003 compared to the same period last year. The increase is primarily the
result of insurance proceeds, recovery of costs previously expensed, the
recording of investment in stock, the write down of investment, and dividend
income.
Income Tax Expense. Income tax expense for the three month period ended
September 30, 2003 increased 156.9%, or $0.7 million, to $1.1 million, an
effective tax rate of 29.0%, from $0.4 million, an effective tax rate of 18.2%,
for the comparable period in 2002. For the nine month period ended September 30,
2003 income tax expense increased by 54.9%, or $1.2 million, to $3.5 million, an
effective tax rate of 32.1%, from $2.2 million, and effective tax rate of 30% in
the same period of 2002. The increase in income tax expense is due primarily to
increased earnings.
Earnings on Common Shares from Continuing Operations. As a result of
the foregoing factors, earnings on common shares from continuing operations
increased for the three-month period ended September 30, 2003 to $2.8 million
from $2.0 million for the comparable period of the prior year, an increase of
40.0%. For the nine-month period ended September 30, 2003 earnings on common
shares from continuing operations increased 43.0% to $7.3 million from $5.1
million in the same period in 2002.
Net Earnings. Net earnings on common shares increased by $0.8 million,
or 43.1%, to $2.8 million for the three month period ended September 30, 2003
compared to the same period in 2002. The 2002 quarter net earnings included a
loss from discontinued operations related to the logistics business of $0.4
million, offset by $0.3 million extraordinary gain on acquisition of the heavy
equipment business. For the nine-month period ended September 30, 2003 net
earnings on common shares decreased by 0.8%, or $0.05 million compared to the
same period in 2002. The decrease was primarily due to a $1.2 million loss from
the discontinued operations and a $0.7 million loss on the sale of discontinued
operations in 2003 as compared to $0.1 million of income from discontinued
operations and an extraordinary income of $0.3 million in the same period in
2002.
LIQUIDITY AND CAPITAL RESOURCES
The Company's cash requirements have historically been satisfied
through a combination of cash flow from operations, equity and debt financings
and loans from stockholders. Working capital needs and capital equipment
requirements in the continuing operations have increased as a result of the
growth of the Company and are expected to continue to increase. Anticipated
increases in required working capital and capital equipment expenditures are
expected to be met from cash flow from operations, equipment financing and
borrowings under the Company's credit facility. As of September 30, 2003, the
Company had a working capital surplus of approximately $14.3 million. The
Company completed the sale of its logistics business in March 2003 which
resulted in cash received of $2.0 million at closing and receipt of $3.7 million
subsequent to closing pursuant to notes receivable. Availability under the
Company's revolving credit facility was approximately $12.3 million as of
September 30, 2003.
The Company generated cash from continuing operations of $1.9 million
for the nine months ended September 30, 2003. Net cash generated by continuing
operating activities was primarily the result of net earnings, plus non-cash
expenses such as depreciation expense and increases in accounts payable and
income taxes payable, offset by increases in accounts receivable, inventories
and prepaid expenses. The increase in accounts receivable of $12.5 million for
the nine months ended September 30, 2003, is related to the start of new
production programs in the automotive segment as well as increased volume in
current programs.
15
The Company used cash in investing activities of $2.1 million for the
nine months ended September 30, 2003. This was primarily the result of the
purchase of fixed assets of $7.8 million offset by $2.0 million received in cash
from the sale of logistics business and the $3.7 million received in cash as of
September 30, 2003 on the notes receivable.
The Company generated $2.9 million in cash flow from financing
activities for the nine months ended September 30, 2003, primarily from
borrowings under the Credit Facility. The Company paid dividends of $1.9 million
during the nine months ended September 30, 2003.
As of September 30, 2003 the Company maintained a $55.0 million secured
Credit Facility with Comerica Bank N.A. and two other banks with an expiration
date of January 2006. As of September 30, 2003 the Credit Facility had a balance
of $42.2 million. The Credit Facility consists of a term loan and a revolving
line of credit. The revolving line of credit is a $25.0 million revolving loan
with no borrowing base formula. The balance at September 30, 2003 was $12.2
million and availability under the line of credit was approximately $12.3
million, net of approximately $0.5 million in outstanding letters of credit. The
term loan had a balance of $30.0 million. The Company made monthly principal
payments of $0.389 million on the previous term loan until the term loan was
amended on July 31, 2003. The current term loan requires quarterly principal
payments of $1.1 million starting in the fourth quarter of 2003.
The Credit Facility is secured by assets of the Company 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 4.42% for the nine months ended September
30, 2003. Costs of originating the Credit Facility of $1.0 million are being
amortized over three years. On July 31, 2003 the Company renegotiated the Credit
Facility and incurred additional origination costs of $0.3 million. The
amortization expense for the third quarter and and nine months ended September
30, 2003 was $0.1 and $0.3 million, respectively. The unamortized balance of
origination costs is $1.1 million at September 30, 2003 and is included in other
assets. The Credit Facility is subject to customary financial and other
covenants including, but not limited to, limitations on consolidations, mergers,
and sales of assets, and bank approval on acquisitions over $15.0 million.
The Company has from time to time in prior years 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 and common stock
dividends, requiring it to obtain waivers of default from its lenders. At
September 30, 2003 the Company was in compliance with all of its financial
covenants under the Credit Facility.
The liquidity provided by the Company's Credit Facility combined with
cash flow from continuing operations is expected to be sufficient to meet
currently anticipated working capital and capital expenditure needs and for
existing debt service for at least 12 months. There can be no assurance,
however, that the funds will not be expended due to changes in economic
conditions or other unforeseen circumstances, requiring the Company to obtain
additional financing prior to the end of such twelve-month period. In addition,
as part of its business strategy, the Company continues to evaluate and may
pursue future growth through opportunistic acquisitions of assets or companies
involved in the automotive component supply and distribution industries, which
acquisitions may involve the expenditure of significant funds. Depending upon
the nature, size and timing of future acquisitions, the Company may be required
to obtain additional debt or equity financing. 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.
For the period ended September 30, 2003, the Company guaranteed $3.0
million of SET's senior debt in connection with its sale of businesses to SET.
On July 31, 2003 SET acquired MSP, a division of SCOA. As a result of the
transaction, the Company reduced its previous guarantee of SET's $10.0 million
senior debt to $3.0 million for a period of one year, after which the guarantee
will be eliminated provided SET is in compliance with its credit agreement. The
Company would be required to perform under the guarantee if SET was unable to
repay or renegotiate its credit facility. The maximum amount
16
the Company would be required to pay is $3.0 million. The Company does not
currently carry a liability for this guarantee. The guarantee is unsecured and
the Company would be entitled to the proceeds from any liquidation after the
senior debt lender had been paid in full.
As of September 30, 2003, the Company had not been notified by SET or
SET's lender of any default that would require performance under the guarantee.
INFLATION
Inflation generally affects the Company by increasing the interest
expense of floating rate indebtedness and by increasing the cost of labor,
equipment and raw materials. The Company does not believe that inflation has had
a material effect on its business over the past two years.
ITEM 3: 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 16.4% and 20.3% of total revenues for the three months and nine
months ended September 30, 2003, respectively. The Company's primary foreign
currency exposure is to the Canadian Dollar. The Company manages its exposure 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.
As of September 30, 2003 only 5.4% of the Company's long-lived assets
were based in its foreign subsidiaries. These assets are translated into U.S.
dollars at foreign currency exchange rates in effect as of the end of each
period, with the effect of such translation reflected as a separate component of
stockholders' equity. Accordingly, the Company's consolidated stockholders'
equity will fluctuate depending on the weakening or strengthening of the U.S.
dollar against the respective foreign currency.
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 risk). There has
been no material change to the Company's exposure to market risk since December
31, 2002.
ITEM 4: CONTROLS AND PROCEDURES
Disclosure Controls and Procedures. The Company's President and Chief Executive
Officer and the Chief Financial Officer, after evaluating the effectiveness of
the Company's disclosure controls and procedures, as defined in the Securities
Exchange Act Rules 13a-15(e) and 15d-15(e) as of September 30, 2003, have
concluded that as of September 30, 2003, the Company's disclosure controls and
procedures were adequate and effective to ensure that material information
relating to the Company and its subsidiaries required to be disclosed by the
Company in the reports it files with the SEC under the Securities Exchange Act
of 1934 would be made known to them by others within the Company, particularly
during the period in which this Form 10-Q Quarterly Report was being prepared.
Changes in Internal Controls over Financial Reporting. There have been no
changes in the Company's internal control over financial reporting during the
quarter ended September 30, 2003 that has materially affected, or is reasonably
likely to materially affect, the Company's internal controls over financial
reporting.
17
PART II - OTHER INFORMATION
ITEM 1: LEGAL PROCEEDINGS
Not applicable.
ITEM 2: CHANGES IN SECURITIES AND USE OF PROCEEDS
Not applicable.
ITEM 3: DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
ITEM 5: OTHER INFORMATION
Not applicable.
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Description
- ----------- -----------
31.1 Certification by the President and Chief Executive Officer
pursuant to Rule 13a-14 (a) of the Securities and Exchange Act
of 1934, as amended.
31.2 Certification by the Chief Financial Officer pursuant to Rule
13a-14 (a) of the Securities and Exchange Act of 1934, as
amended.
32.1 Certification of Periodic Financial Report by the President
and Chief Executive Officer and the Chief Financial Officer
pursuant to 18 USC Section 1350, as created by Section 906 of
Sarbanes-Oxley Act of 2002.
(b) The following reports on Form 8-K were filed during the three month period
ended September 30, 2003:
(i) Report on Form 8-K filed on July 23, 2003, concerning the
financial results for the three and six months ended June 30,
2003.
(ii) Report on Form 8-K filed on August 14, 2003, concerning Noble
Manufacturing Group Ltd.'s acquisition of four percent of the
common stock of SET Enterprises Inc.
(iii) Report on Form 8-K filed on September 18, 2003, concerning the
third quarter and full year earnings estimates.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NOBLE INTERNATIONAL, LTD.
Dated: November 14, 2003 By: /s/ Jay J. Hansen
-----------------------------------
Jay J. Hansen,
Chief Financial Officer
18
Exhibit Index
Exhibit No. Description
- ----------- -----------
31.1 Certification by the President and Chief Executive Officer
pursuant to Rule 13a-14 (a) of the Securities and Exchange Act
of 1934, as amended.
31.2 Certification by the Chief Financial Officer pursuant to Rule
13a-14 (a) of the Securities and Exchange Act of 1934, as
amended.
32.1 Certification of Periodic Financial Report by the President
and Chief Executive Officer and the Chief Financial Officer
pursuant to 18 USC Section 1350, as created by Section 906 of
Sarbanes-Oxley Act of 2002.
19